Untitled

Annual Report

2021

Ice Group Scandinavia Holdings AS

Ice Group Scandinavia Holdings AS Annual Report 2021

Index:

Letter from the CEO 4

This is Ice Group

Board of Directors’ report

Sustainability report

Corporate governence statement 40

Financial statements for the Group

Financial statements for the Parent Company

Responsibility Statement

Definitions 96

Ice Group Scandinavia Holdings AS Annual Report 2021

Firstly, I would like to give credit to our team for making very

important contributions during another demanding year.

The continued Covid-19 pandemic and the challenging

refinancing process has been handled admirably by our

employees, maintaining operations and securing high

regularity and service towards our customers. I am proud

to call them my colleagues.

Ice has continued its growth journey in 2021 and it is

rewarding to experience that our key operational

parameters are strengthened throughout the year.

Revenues and EBITDA results developed positively

throughout the year, the network continued to grow, and

we delivered several new products to our customers during

the year.

For mobile phone customers, we continue to grow the

subscriber base and gained market share every single

quarter and reached 12% by the end of 2021. Ice continues

to see positive results from our customer centric approach,

with improved NPS score and reduced churn.

On 15 November 2021 “NiceMobil” was launched. This is to

our knowledge the first fully digital only mobile concept in

the market. The fully digital concept of NiceMobil allows for

very competitive price points as all customer interactions

are digital and the concept is app based with eSIM only and

credit card payment to make user experience easier for the

customers. The initial response from the market is very

positive and the Nice concept is expected to allow us to

boost the subscriber growth rate and optimize value

creation going forward.

In 2021 Ice invested NOK 497 million and added 318 new

smartphone base stations on air, delivering on our mission

of building the third mobile network in Norway. The modern

Ice network has been rated as one of the top networks

globally when it comes to network quality.

We see that the increased coverage of our network is

improving the on-net share to new records as planned. The

average data on-net share for Q4 2021 was 91%, while the

average voice on-net share was 74%. This development

strengthens quality for our customers further and reduced

NRA costs for the company.

In September, Ice was awarded 80MHz of valuable

frequency blocks in the 3,600 MHz band in the national

frequency auction in Norway. The frequencies will be highly

valuable for the build-out of 5G and for securing the third

nationwide mobile network in Norway in the coming years.

In November we successfully switched on our commercial

5G offering in Oslo, and in the short term we plan to have

5G in the 4-5 largest cities in Norway.

We continue to grow market share in the Norwegian market

and added 55,000 new subscribers in 2021. Our digital sales

channels are delivering strong results, and in 2021 we also

saw record-low churn with only 21% for the year. Our

efforts in improving customer experience are also showed

by Ice once again winning the award for the best customer

care in mobile in Norway.

We are also pleased to see that we continue to see a positive

development in sales per customer, with an underlying

positive growth in smartphone ARPU to 230 NOK for 2021.

In June, Ice announced a summer campaign together with

streaming service Strim, offering free streaming and Data

Freedom throughout the summer. We also launched a

Family package with included insurance for ID theft and safe

e-commerce. These products are the first steps into value

added services for Ice, and products like these are intended

to improve customer loyalty, sales and ARPU going forward.

In parallel with building our position in the Norwegian

telecom market, we have in 2021 also worked on a

refinancing process. The refinancing process has been

challenging due to the complex capital structure and

different creditor preferences. The board and management

of Ice have received and evaluated offers and proposals on

several different transaction structures from different

investor groups. The goal has been to maximize all

stakeholder value in this process. Following this process, in

February 2022 Ice decided to enter into an agreement with

Lyse regarding the sale of all operating assets and

companies in Ice Group. This process has not impacted the

operations of the business or our relationship with

customers or suppliers and it will enable the continued

development of the third mobile network in Norway and

strengthening the overall telecom infrastructure.

With an ongoing pandemic and the challenging refinancing

process, the organization has been faced with more

challenges than just developing our business and winning

new customers. I would like to give credit to each and

everyone for making very important contributions during a

demanding year. Ice has now delivered 27 consecutive

quarters of smartphone subscription growth and I remain

confident that we will continue to win market share and

grow the business further in the next phase of the

company’s journey.

EIVIND HELGAKER

CEO

Letter from the CEO

Ice Group Scandinavia Holdings AS Annual Report 2021

NOK million

2021

2020

Total service revenues

2,109

1,910

Smartphone service revenues

1,786

1,593

NRA cost

-195

-441

NRA cost as share of smartphone service revenues 11% 28%

EBITDA adjusted

404

EBITDA adjusted – margin

19%

Net result for the period

-611

-834

CAPEX excluding contracts with customers 497 662

Cash flow for the period

-181

-489

No. of smartphone subscriptions, thousand

694

639

No. of mobile broadband subscriptions, thousand (Norway)

Smartphone ARPU (Average Revenue Per User – in NOK) 230 228

Smartphone churn (annualised)

21%

25%

Smartphone base stations in service

3,205

2,887

Average data on-net share

90%

84%

Average Voice on-net share 71% 50%

2,173 mnok 404 mnok 694,000

Total revenues EBITDA adjusted Smartphone subscribers

+9% yoy +333 mnok +55,000

Ice Group is a mobile network operator with

a customer-centric business model. Our

operations are lean and digital-first so we

can deliver an exceptional customer

experience at low cost.

Customer centricity

At Ice Group we believe in customer centricity. We strive to

understand what really matters to our customers in each

market and use that insight to drive everything that we do.

We believe in establishing differentiation through creating

an emotional connection with our customers to drive cost-

effective growth.

Mobile data

We also believe in the future of mobile data. By acquiring

low band spectrum and building 5G and 4G LTE networks,

we aim to deliver mobile data at the lowest unit costs in

our markets while simultaneously building future-proof

networks. These networks are ready to cater for

exponentially growing data demand from both consumers

and connected devices (IoT).

At Ice Group we also believe in the power of digitization.

We use digital touchpoints, automation and data analytics

to ensure that our organisations are lean, flexible and

efficient with fast time-to-market at low cost of delivery.

Operations

Ice Group operates in Norway through the well-established

ice brand and the newly estiablished NiceMobil concept.

Ice is Norway’s third largest mobile network operator and

provider of voice and wireless data services, challenging

the two incumbent operators. Ice is also Norway’s third

largest provider of wireless broadband services.

5G and 4G LTE network

The cornerstone of our Norwegian business is the

utilisation low frequency bands, providing superior

geographical and indoor coverage and significant cost

advantages (both capex and opex). Ice Group's

smartphone proposition, for both consumers and B2B

customers, is based on a brand new multi-frequency 5G

and 4G LTE network characterised by superior speed,

capacity and coverage.

Ice Group's operation in brief:

Continuous growth in revenues and customers since

2009

#3 network operator controlling 21% of available

mobile phone and MBB frequencies

Pure data smartphone network (5G and 4G) with +95%

population coverage

#3 provider of mobile phone voice services with total

market share (B2C and B2B) of 12% at year-end 2021,

based on number of subscriptions (Nkom figures)

#3 provider of wireless broadband, with market share

of 25% at year-end 2021, based on number of

subscriptions (Nkom figures)

No legacy, with state of the art support systems

This is Ice Group

Ice Group Scandinavia Holdings AS Annual Report 2021

The Operations

Ice Group Scandinavia Holdings AS (“the Company”), and its

subsidiaries (together, “the Group” or “Ice Scandinavia”) is

a telecom operator under the trademark ice in Norway.

The business is to provide telecommunications services,

including wireless data services, voice, messaging, mobile

broadband services, telephony and other related telecom

services under the brand names ice and NiceMobil.

The Company is wholly owned by AINMT Holdings AB,

Sweden, (the “Parent Company”) which is wholly owned by

Ice Group ASA.

Ice is Norway’s third largest network operator and provider

of wireless data, voice and messaging services, challenging

the existing duopoly. Ice is also Norway’s third largest

provider of wireless broadband services. The organic

customer growth in Norway has been supported by

disruptive and customer-centric initiatives, and a strategy

of operating openly and honestly with easy-to-understand

subscription packages without any hidden fees.

The following marks the events in the year of 2021.

A new national roaming agreement (NRA) came into effect

on 1 January 2021. The new agreement drove costs down

substantially, and was an important factor for the

improved EBITDA margin for 2021.

In February, Ice Scandinavia successfully issued a new

senior secured bond issue of NOK 1,400 million with

maturity in March 2025.

In June, Ice announced a summer campaign together with

streaming service Strim, offering free streaming and Data

Freedom throughout the summer. Ice also launched a

Family package with included insurance for ID theft and

safe e-commerce. These products were the first steps into

value added services for Ice, products intended to improve

customer loyalty, sales and ARPU.

In September, Ice was awarded 80MHz of valuable

frequency blocks in the 3,600 MHz band in the national

frequency auction in Norway. The frequencies will be

highly valuable for the build-out of 5G and for securing the

third nationwide mobile network in Norway in the coming

years.

In November Ice successfully switched on the commercial

5G offering in Oslo, and Bergen and Trondheim followed in

the beginning of 2022.

On 15 November 2021 “NiceMobil” was launched. This is

the first fully digital only mobile concept in the market. The

fully digital concept of NiceMobil allows for very

competitive price points as all customer interactions are

digital and the concept is app based with eSIM only and

credit card payment to make user experience easier for the

customers.

In October 2020, Ice Group announced that GoldenTree

Asset Management LP (GoldenTree) had submitted a

statement of claim to Oslo District Court to obtain a

judgement that the loan agreement with the Group has

been breached and that the lenders are entitled to an

increase in the interest rate. In August 2021 Ice announced

that the court had decided that the main hearing, originally

scheduled for September 2021, will be rescheduled at

GoldenTree’s request. The rescheduling was decided on

the background that GoldenTree terminated its legal team

and appointed a new team from another law firm. The

court has decided that the new start date for the main

hearing will be 4 April 2022. Neither Ice Group Scandinavia

Holdings AS nor Ice Communication Norge AS are parties

in the GoldenTree Loan Agreement.

On 18 November 2021 Ice Group announced a refinancing

process. The has been challenging due to the complex

capital structure and different creditor preferences. The

board and management of Ice have received and

evaluated offers and proposals on several different

transaction structures from different investor groups.

Following this process, In February 2022 Ice decided to

enter into an agreement with Lyse regarding the sale of all

operating assets and companies in the group.

Turnover, expenses and profit

The service revenue for the year amounted to NOK 2,109

million (1,910), a y-o-y growth of 10%.

Costs for the National Roaming (“NRA”) for the year was

NOK -195 million compared with NOK -441 million in 2020.

A new national roaming agreement (NRA) came into effect

on 1 January 2021. The new agreement has significantly

lower unit cost than the old agreement. The operating

expenses for the year was NOK -532 million compared with

-494 million. Sales and administrative costs for the year

was NOK -791 million compared to NOK -770 million last

year. The operating result for 2021 improved to NOK -188

million compared with NOK -469 million.

Board of Directors’ report

Ice Group Scandinavia Holdings AS Annual Report 2021

The net financial items for the year ended at NOK -424

million compared to NOK -367 million. Interest expense

amounted to NOK 262 million (221). The Group paid NOK

187 million (201) in interest on borrowings. Financial

expenses related to IFRS 16 amounted to NOK 158 million

(143).

EBITDA

EBITDA adjusted for the year amounted to NOK 404 million

(71). Non-recurring and non-operational expenses

identified during the year of 2020 amounted to net NOK 10

million (14), representing an 15%-points margin

improvement from 4% to 19% of revenues. Non-recurring

items are mainly related to share-based compensation

expenses.

Please also see note 4 and the Alternative Performance

Measures section.

Significant events after the end of the

period

⁎ On 18 February 2022 Ice Group ASA announced that

Ice Group had decided to enter into an agreement with

Lyse regarding the sale of all operating assets and

companies in the group, please see separate

disclosure on this transaction in note 28 regarding

subsequent events.

Operating profit and cash flows

Cash flow from operating activities was NOK 110 million (-

353) for the year. The period’s cash flow from investing

activities was NOK -660 million (-451). Investing activities

for 2019 holds the NOK 166 million net proceeds from the

divestment of the Swedish operations.

Cash flow from financing activities was NOK 61 million

(1,548). NOK -238 million (-113) relates to lease liability

payments for the year. Financing activities holds the net

proceeds from the NOK 1,400 million bond issue in in the

first quarter of 2021 and the bond repayment of NOK 1,400

million. Financing activities last year holds the net proceeds

from the NOK 1.2 billion cash financing received from the

Parent company and the new NOK 900 million bond issued

in October 2019, net of NOK 280.5 million re-purchased

own bonds.

The items making the difference between operating result

and operating cash flows of NOK -579 million (-307) consist

of depreciation and amortisation, interest payments and

changes in net working capital. See also note 26

Adjustments for non-cash items.

Investments (CAPEX)

The Group’s acquisition of non-current assets amounted to

NOK 497 million (662), The investments are mainly related

to the smartphone network build-out project in Norway,

both on existing and new sites as well as on core

modernization and IT.

The Group capitalises costs related to contracts with

customers as other non-current assets in accordance with

IFRS 15. These investments are presented within the

working capital in the consolidated statement of cash

flows, NOK 263 million (302) for 2020.

Financing

The Group is financed through owners’ capital and loans.

The total assets of the Group were NOK 6,307 million

(6,052) at the end of the period, of which total non-current

assets were NOK 5,779 million (5,306). Total equity ended

at -1,049 million (-440). The Group’s cash position at the

end of the period was NOK 345 million (525).

In the first quarter of 2021, the Group issued a new senior

secured bond of NOK 1,400 million of which the proceeds

were used to redeem the existing NOK 1,400 million (ISIN

NO0010807092) senior secured bond.

Please refer to note 22 Borrowings for details.

Research and development

A key priority for Ice Scandinavia is to continue to invest in

network infrastructure and technology. Key focuses during

the year have been related to improving the customer

offerings and service experience through implementing

VoLTE and to further strengthening the networks

performance through optimisation and improving its

security and reliability.

Statement of corporate governance

The Group’s corporate governance principles are based on

the recommendations set out in the Norwegian Code of

Practice for Corporate Governance. In accordance with

section 3-3b of the Norwegian Accounting Act, a policy

document describing the Group’s corporate governance

principles has been prepared and included as a separate

section in the annual report. The policy document is an

integral part of the Board of Directors’ report.

Sustainability Report

In accordance with section 3-3c of the Norwegian

Accounting Act, a report of sustainability has been

prepared. The report is included as a separate document

in the annual report and includes details on working

environment, injuries, accidents, sickness absence,

equality and non-discrimination, as well as social

Ice Group Scandinavia Holdings AS Annual Report 2021

responsibility and external environment. This report is an

integral part of the Board of Directors’ report.

Directors and officers insurance

Ice Group Scandinavia has a Directors and Officers Liability

Insurance on behalf of the members of the Board of

directors and the CEO.

ESEF

The financial statements are published in accordance with

the European Single Electronic Format (ESEF) reporting

requirements and regulation given with legal basis in

Section 5-5 of the Norwegian Securities Trading Act. The

format is Extensible Hypertext Markup Language (XHTML),

and the primary statements have been labelled with the

appropriate XBRL tags.

Risks and factors of uncertainty

Ice Scandinavia’s continuing operations are in the highly

competitive and regulated mobile telecommunications

industry in Norway and is exposed to certain risks that

could have impact on earnings or its financial position. The

Group has defined risk as anything that could have a

material adverse effect on the achievement of its goals or

activities. Risks can be threats, uncertainties or lost

opportunities relating to the Group’s current or future

operations. Ice Scandinavia divides the risks into related to

disease outbreaks, risks related to the industry and market

conditions, risks related to the Group’s operations, legal

and regulatory risks and financial risks.

The COVID-19 pandemic outbreak shows that disease

outbreaks can put significant restrictions on the

prerequisites for continuing operations of assets, including

movement of people and their ability to get to their place

of work. Such restrictions on and the outbreak itself could

have an adverse impact on Ice Scandinavia’s business,

including on supply of both network equipment and

handsets or other customer premises, equipment, and

could also impact the availability and performance of

service staff with the Group’s suppliers. A general

reduction in macroeconomic activity, both domestic and

international, following disease outbreaks could directly

impact the growth and/or demand for the services the

Group provides.

As significant risks related to the industry and market

conditions, management identifies failure to develop, or

obtain access to, new technologies or equipment, or to

obtain the necessary licenses or spectrum to provide

services using these new technologies. This could have a

material adverse effect on the Group’s business, financial

condition and results of operations.

Management has identified several operational risks. The

failure to maintain and develop robust telecommunication

networks could hinder the Group’s financial and

operational performance in the future. Furthermore, the

Group is dependent on certain material contracts,

including (i) a national roaming agreement (the “National

roaming agreement”) with Telia, until it has sufficient

coverage through its own network; (ii) a supplier

agreement with Nokia for the delivery of equipment and

software to the network. The failure or breakdown of key

components of the Group’s network, including hardware

and software, may have a material negative effect on the

Group’s financial and operational performance. Any

interruptions in Group’s ability to provide services could

seriously harm the Group’s reputation and reduce

subscriber confidence. Since the Group depends on a

limited number of suppliers and vendors to provide

equipment and services, the Group may experience future

problems related to increased prices or procurement of

necessary equipment and services. As the Group’s

telecommunication frequency licenses have expiry dates

(the first being in 2032 and the last in 2039) and will need

to be renewed in order for the Group to be able to continue

to provide its products and services, there is a risk that the

Group will not be able to renew its licences due to factors

outside its control. Finally, cyber-attacks, computer virus

attacks, other database security breaches or acts of

terrorism or vandalism could result in equipment failures

or disruptions in the Group’s operations, impact its

reputation and lead to loss in subscribers.

Amongst legal and regulatory risks, the Group operates in

a highly regulated industry; changes may have material

consequences for the Group’s telecommunications

licences and business operations. The current Market 15

regulation regulating Telenor’s obligation to provide

roaming and access to Telenor’s masts is given for a limited

period of time, and there can be no guarantee that the

regulation will continue in its present form. Furthermore,

there is a risk of an unfavourable ruling by the court in the

current dispute with GoldenTree relating to the

GoldenTree Loan Agreement.

As significant operational risks, management sees the risk

that it may not be able to successfully carry out its strategy

or realise any or all of its anticipated gains in market share,

higher ARPU and cost scalability. It also identifies that it is

dependent on a national roaming agreement until it has

sufficient coverage through its own network in order to

secure access to a network when customers travel outside

of the Group’s own network coverage. The related strategy

to build out the network faces the risks of being dependent

on suppliers and vendors in order to continue its

investments in maintaining, upgrading and expanding its

technical network. Furthermore, there is a risk of

significant IT or network outages in the future, which could

harm the company’s reputation, and thereby the ability to

Ice Group Scandinavia Holdings AS Annual Report 2021

grow the revenues. Ice Scandinavia’s networks are also

vulnerable to damage or service interruptions, including

interruptions or data breaches coming from targeted

cyber-attacks. As another operational risk, management

identifies the risk of financial loss, disruption or damage to

the Group’s reputation from some sort of failure of its

information technology systems, or loss, alteration or

unauthorised disclosure of personal data handled by the

Group.

Amongst financing risks, the Group has a substantial

amount of debt. The level of debt affects the valuation of

the Company, and makes it exposed to risks relating to

obtaining additional financing and refinancing of existing

debt. Financing agreements include financial and

operational covenants, and failure by the Group to meet

these may entitle the lenders to call for immediate

repayment of amounts outstanding. Furthermore, the

Group is exposed to interest rate risks in interest bearing

current and non-current liabilities. As the bonds carry

variable interest rates, the relatively high level of debt

results in exposure to interest rate risk.

Please refer to notes 2 and 29 for a detailed walk-through

of the risks identified.

Liquidity and going concern

As of 31 December 2021, the consolidated total equity is

negative by NOK 1,049 million. The Group is in need of new

capital in order to satisfy its obligations.

Ice Group has since November 2021 been in discussions

with several parties regarding new capital to fund a new

business plan.

Ice Group has since November 2021 been in discussions

with several parties regarding new capital which has been

challenging due to a complicated capital structure, which

the Group is looking to optimize. The Group contemplated

a capital raise of NOK 2,500 million, where the proceeds

were going to repay the Goldentree PIK notes and fund a

new business plan.

The Group has, together with its advisors DNB Bank ASA,

Pareto Securities AS and Lazard, received and evaluated

offers and proposals on several different structures from

different investors. This has left the Group with various

options to secure the continued business operation of the

Group and various impact on the capital structure and

operations.

On 18 February 2022 Ice Group ASA announced that Ice

Group ASA and its subsidiary AINMT Holdings AB ("AINMT",

together with Ice Group ASA referred to as “Ice”) have

decided to enter into a Heads of Terms agreement with

Lyse AS (“Lyse”) regarding the sale of Ice Group Scandinavia

Holdings AS (“IGSH”) (the “Transaction”). The Transaction

includes the acquisition by Lyse of all issued and

outstanding shares of IGSH, and such additional assets and

shares which normally belong to the business of Ice

(including 100% of the shares of Ice Communication Norge

AS and subsidiary), Phonepartner Norge Holding AS and

subsidiary and Ice Retail Holding AS and subsidiary (the

“Business”). The enterprise value of the Business implied

by the Transaction is approximately NOK 5,560 million and

Ice expects to receive cash proceeds of approximately NOK

3 billion following completion of the Transaction. The cash

proceeds (net of transaction fees) will be applied in

repayment of the settlement amount regarding the

dispute between GoldenTree and AINMT and the Ice Group

ASA’s liabilities under the SEK 340 million perpetual loan

and the NOK 689.1 million convertible bond (each

including capitalised interest, accrued and uncapitalised

interest and applicable call premium) totalling

approximately NOK 2.9 billion. After closing of the

Transaction, the Ice Group ASA expects that there will only

be a limited residual amount left for the equity holdersThe

board and management of Ice Group ASA have explored

multiple potential transactions to achieve a successful

refinancing solution. A refinancing has been deemed

necessary to have a sufficient liquidity and equity to

continue its current and planned business. The refinancing

process has been challenging due to the complex capital

structure and different creditor preferences. Discussions

with creditors, shareholders and a range of potential new

investors have been conducted to explore all options for a

successful refinancing solution, and the goal has been to

protect and maximise all stakeholder values in this

process. The board and management of Ice Group ASA

have received and evaluated offers and proposals on

several different structures and solutions from several

investor groups. The board's decision is unanimous and is

due to the Transaction being the overall best alternative for

the Ice Group ASA’s stakeholders. The Transaction will

enable continued development of the third mobile

network in Norway and strengthening the overall telecom

infrastructure.

On 4 March 2022 Ice Group ASA announced that it has

entered into a definitive sale and purchase agreement with

Lyse. Completion of the Transaction is subject to regulatory

approvals and approval by the stakeholders of the Ice

Group ASA, including shareholders of Ice Group ASA in the

EGM. Ice Group ASA has received preapprovals for the

transaction from shareholders representing

approximately 80% of the shares as well as from relevant

creditors, and the sales agreement was approved by the

General Meeting on 21 March by 94.5% of the shares

represented. Closing of the Transaction is targeted for the

end of March. The Transaction is contingent on approval

by the regulators and the stakeholders. On 21 March 2022,

Ice Group ASA announced that the Norwegian Competition

Authority (“NCA”) has processed and closed the case. On 25

March 2022, Ice Group ASA announced that the Norwegian

Communications Authority (“Nkom”) will approve the

Ice Group Scandinavia Holdings AS Annual Report 2021

transfer of all frequency licenses. All material closing

conditions are now completed.

Please refer to note 28 – Subsequent events for more

information.

The Board confirms that the prerequisites for the going

concern assumption exist, and that the financial

statements have been prepared based on a going concern

basis in accordance with section 3-3a of the Norwegian

Accounting Act and IAS1, p. 25-26.

Legal disclaimer

Certain statements in this Ice Group Scandinavia AS report

are forward-looking and the actual outcomes may be

materially different. In addition to the factors discussed,

other factors could have an impact on actual outcomes.

Such factors include developments for customers,

competitors, the impact of economic and market

conditions, national and international legislation and

regulations, fiscal regulations, fluctuations in exchange

rates and interest rates and political risks.

Proposed distribution of earnings of the Company

At the disposal of the Annual General Meeting:

NOK millions

Net result for the year -1,143

Total

-1,143

The Board proposes that this sum be distributed as follows:

NOK millions

To be carried forward

-1,143

Total

-1,143

Oslo

, 29 March 2022

Martin Westersø

Eivind Helgaker

Geir Magne Flyum

Chairman of the Board

Ice Group Scandinavia Holdings AS Annual Report 2021

Members of the Board (2021-2022)

Ice Group Scandinavia Holdings AS Annual Report 2021

Sustainability

report 2021

Ice Group Scandinavia Holdings AS Annual Report 2021

The focus and importance of sustainable business

development has never been higher than in the past year.

A decade or so ago, the term sustainability was a term that

many companies had a relatively distanced relationship to.

Today, having sustainability fully integrated in companies’

business models is a prerequisite to attract employees,

customers and investors. In 2021 we have seen a continued

impact of the Covid-19 pandemic, the publication of the

IPCC report and gradually more expectations from

customers and authorities to us as a business.

As a telecom operator we deliver critical infrastructure and

services for the society we operate in and on behalf of. We

understand the expectations and obligations this put on us

as a company. It is a responsibility we carry with pride and

the utmost respect.

The same for goes for sustainability. We are proud to take

on this responsibility too. It is an undisputed fact that our

operations have an impact on our surroundings and this is

something I see as an opportunity to drive the development

in the right direction. Because by having a conscious

approach to how to manage this impact, we

can make the world, our local society and workplace a

better place.

This is Ice Group’s second sustainability report. We hope it

gives you an understanding of what is important to us as a

company, both from a sustainability and business

perspective. We genuinely believe business and

sustainability are interwoven, to the benefit of both the

company and the world that surrounds us. We focus on the

most material topics that are most important to us and our

stakeholders:

• A good working environment and an attractive

employer

• Climate-friendly operation and responsible

consumption

• Ethics and responsible business culture

In this report we present status on these topics. We have for

this report for the first time included a carbon footprint

accounting for the Group. Throughout 2022, we will further

increase our sustainability efforts within our defined topic

areas and identify how we should report on progress in

future sustainability reports from Ice Group.

Eivind Helgaker

CEO of Ice Group ASA

Letter from the CEO

Ice Group Scandinavia Holdings AS Annual Report 2021

About this report

This is Ice Group’s second sustainability report and covers

the period from 1 January to 31 December 2021. In this

report, “Ice Group” refers to both Ice Group ASA and its

subsidiary companies.

Our ambition for this report is to be transparent and share

our approach, performance, progress and targets for our

sustainability efforts. Ice Group publishes sustainability

reports on an annual basis; and the next report will be

published together with the 2022 annual report.

This report is inspired by the GRI Standards and the

Euronext Guidelines for Environmental, Social and

Governance (ESG) reporting.

The report has been approved by the Board of Directors

(the Board). It is not quality assured by an external body.

For questions about this report and its content, please

contact Ice Group’s Head of Investor Relations Espen

Risholm, ir@ice.no.

About Ice Group

Ice Group is a telecommunications company with a

nationwide network in Norway. The company operates a

pure data (4G and 5G) mobile network, providing

smartphone, m2m, IoT and mobile broadband services to

B2C and B2B customers.

The company is a mobile network operator with a customer

centric business model. Ice Group’s operations are lean and

digital-first so that it can deliver an exceptional customer

experience at low cost.

Ice Group believes in customer centricity. The company

strives to understand what really matters to its customers

in each market and utilises that insight to drive everything

it does. The company believes in establishing differentiation

through creating an emotional connection with our

customers to drive cost-effective growth.

The company also believes in the future of mobile data. By

acquiring low band spectrum and building 4G and 5G

networks, Ice Group aims to deliver mobile data at the

lowest unit costs while simultaneously building future-proof

networks.

Ice Group operates in Norway through the well-established

Ice brand and the new mobile e-SIM concept NiceMobil. Ice

is Norway’s third largest mobile network operator and

provider of voice and wireless data services, challenging the

two incumbent operators. Ice is also Norway’s third largest

provider of wireless broadband services.

In 2021, Ice Group delivered revenues of NOK 2.3 billion,

with an adjusted EBITDA-result of NOK 380 million.

The company is headquartered in Oslo, Norway with 258

employees (246 FTEs). Including external resources, such as

dedicated people with contract suppliers and

subcontractors, Ice Group employed 394 people at year-

end 2021.

Ice Group ASA is listed on Euronext Expand in Oslo, Norway

(ticker: ICEGR).

Ice Group Scandinavia Holdings AS Annual Report 2021

Management approach to

sustainability

Sustainability is included in Ice Group’s strategy and The

Board of Directors is responsible for the sustainability

strategy and review performance. The CEO is responsible

for following up the implementation of the ESG strategy in

Ice Group. Ownership and management of all risks is

assigned to members of the corporate management, who

are responsible for ensuring the operating effectiveness of

the internal control systems and for implementing key risk

mitigation plans. Implementation is mostly handled by the

individual business units and is reported to the CEO/CFO

through quarterly business reviews and in corporate

management meetings.

Ice corporate governance requirements follows from the

Norwegian Accounting Act section 3-3 b (available at

www.lovdata.no), the Continuing Obligations (available at

www.euronext.com), and the Norwegian Code of Practice

for Corporate Governance, “NUES”, (available at

www.nues.no). Corporate governance is an important

element to secure that the interest of shareholders,

management and employees as well as other shareholders

are aligned. Ice sees corporate governance as an integral

part of our operations and believe that good corporate

governance is an important factor in securing our value

creation. Ice Group ASA provides its report on corporate

governance as part of the Report of the Board of Directors.

Ice Group Scandinavia Holdings AS Annual Report 2021

Stakeholder assessment

In a workshop during autumn 2020, Ice Group with

assistance from Price Waterhouse Coopers (PWC)

conducted a stakeholder assessment, determining the

most relevant stakeholders for Ice to focus on. The

assessment concluded with the following stakeholder

groups:

• Employees: Primary stakeholders that directly

affect or are affected by the company’s internal

policies and activities

• Owners: Primary stakeholders and directly affects

the company’s priorities and strategic direction

• Governments / authorities: Affect Ice Group

directly through defining and regulating the

regulatory framework that Ice Group must operate

within as a telecommunication operator

• Customers: Directly affect the company financially

and customer expectations contribute towards

setting Ice Group’s sustainability priorities

• Suppliers: Are directly economically affected by Ice

Group and indirectly affected by the company’s

focus on responsible business practices and the

expectations placed on them

• NGOs / civil society: Local communities are

indirectly affected by the company’s activities in job

creation, tax payment and environmental impact

Figure 1: Ice Group’s stakeholders

Table 1: Stakeholders’ expectations

Ice Group Scandinavia Holdings AS Annual Report 2021

Stakeholder dialogue

It is important for Ice Group to maintain an open and honest

dialogue with its main stakeholders. Such dialogue provides

valuable feedback and enables Ice Group to continue to

improve, to build trust and to enhance its reputation.

The company conducted stakeholder dialogue during

autumn 2020, speaking to key people in Ice Group who have

regular contact with and a good understanding of

Materiality analysis and focus

areas

Ice Group believes that a systematic approach towards

understanding and managing the company’s impact on

society and external stakeholders is a prerequisite for value

creation. The main steps in selecting the focus areas involve

identifying and understanding topics that are important to

our business strategy and to our stakeholders.

The focus areas and priorities made for this sustainability

report are mainly based on the stakeholder dialogue

conducted in autumn 2020, relevant document review and

a broader materiality analysis of areas where Ice Group and

its stakeholders believe the company can make an

important and sustainable impact.

The following methodology has been used to map Ice's

significant sustainability topics:

various stakeholders' priorities, including shareholders,

investors, analysts, employees, corporate and private

clients, and the authorities. Furthermore, the company has

held meetings and reviewed relevant documents from

business partners, shareholders, customers, investors, and

authorities. Other sources of information include an

assessment of media and industry reports.

Ice Group’s stakeholders are particularly interested in how

we handle environmental matters, governance, ethics and

anti- corruption measures and our corporate culture and

employee satisfaction.

• Interviews with Ice employees in various positions

to map which topics in sustainability are important

for internal and external stakeholders, including

the main owner, other investors, authorities,

customers and Ice's own employees.

• Review sustainability reporting and materiality

analysis for comparable companies to identify

topics that companies in the telecom industry

typically prioritise, and where comparable

companies have a significant impact.

The methodology is inspired by the GRI Standards, the most

widely used framework for sustainability reporting both in

Norway and globally. The identified KPIs are inspired by GRI

Standards' indicators and a survey of which KPIs other

companies use to measure the impact on similar

sustainability themes. These topics are believed to be

important for future progress and long-term value creation.

The outcome of the analysis is illustrated below:

Figure 2: Materiality matrix

Ice Group Scandinavia Holdings AS Annual Report 2021

Reporting on material topics

In the following chapters, the material sustainability topics and Ice Group’s approach to each of them are discussed in detail,

pecifically:

• Providing a good working environment and being an attractive employer

• Ensure climate-friendly operations and responsible consumption

• Promoting an ethical and responsible business culture

Ice Group Scandinavia Holdings AS Annual Report 2021

A good working environment

and an attractive employer

Our employees are our company’s most important assets.

The company operates in accordance with all applicable

laws and regulations concerning workers’ rights, and the

company’s internal guidelines on working environment and

workers’ rights are rendered in the Employee Handbook,

which also contains information on work regulations and

health and safety.

Following the Norwegian Working Environment Act, Ice has

established a working environment committee (WEC),

which regularly meets to discuss safety and environmental

matters and to monitor developments in safety, health and

welfare in the company. The company has appointed three

employee representatives that serves as board members

on Ice Communication Norge AS’ Board of Directors and

appointed a safety representative (Norwegian:

“verneombud”).

The employment is currently not regulated by a collective

bargaining agreement.

Trust and flexibility

How the workday is designed for the individual to

thrive and succeed

Ice Group wants to be an employer that makes it easy for

its employees to deliver the best possible work

performance and operational results. To achieve this, Ice

Group strives to create a working environment built on

mutual trust between the company and its employees. It

believes that trust and flexibility are fundamental to both do

a good job and be a great family member at home.

As a result, Ice Group has implemented a “24-hour person”

approach, which means that the workday in the company is

designed so that employees can work whenever they want,

wherever they want. Such an approach only works if the

business culture is based on trust instead of control. Ice

Group’s business culture is therefore largely centred on

human needs such as being seen and recognised.

To facilitate this trust-based culture, Ice Group has

developed an activity-based workplace, where the Oslo

headquarters are adapted to everyone’s work needs and

preferences. It means that each employee can tailor his or

her workday to how and where they perform their job best.

The company’s Oslo headquarters invites employees to

utilise customised meeting rooms, project rooms, creative

zones, quiet zones, reflection room, library, squares with

coffee shop and the possibility to:

• Exercise during working hours

• Juggling work and home life

• Subsidised car parking

• Bicycle parking and wardrobe with towel

arrangement

To maintain and strengthen this trust-based business

culture, Ice Group has implemented a number of processes

that aim to ensure alignment with the company’s values and

culture and continuously strengthen the company’s

operational performance. Such processes include:

• The company’s leaders are trained in trust,

relationships, flexibility and being conscious of the

"24-hour person"

• The company’s employees are trained to lead

themselves, whether they are in the office or at

home

• Processes to involve employees in strategy work,

both to ensure that the company’s strategy is right

and that all employees have an equally good

strategy understanding as the senior management

Ice Group believes that employees get pride and motivation

from helping to shape the workplace of the future. By

involving employees, they get the chance to implement the

plans they have been involved in developing themselves,

where they have the lead roles and dare to be ambitious

and courageous, both on behalf of customers and

colleagues. Ice Group receives regular feedback from

employees that this approach inspires and make colleagues

want to stay with the company.

The Ice Employee Handbook is available on the intranet and

provides information and guidelines supplementing the

employment contract and includes information on i.e.

policies and benefits. The Code of Conduct and Compliance

Manual are also available on the intranet. The Code of

Conduct summarises the standards of ethical business

behaviour required in all matters carried out during the

daily business activities of Ice and includes summaries of

reporting channels for possible violations of the Code of

Conduct. The responsibility for administering the Code rests

with the DNA Director.

The purpose of the Compliance Manual is to provide

employees/consultants with detailed information and a

Ice Group Scandinavia Holdings AS Annual Report 2021

series of policies regarding the professional and ethical

standards and compliance requirements of companies

within the Ice Group of companies. The Compliance Manual

includes the Whistleblowing Policy, the purpose of which is

to encourage the raising of concerns about matters

occurring within or related to the Compliance Manual.

To monitor progress within this area, Ice Group utilises both

internal measurements and external third-party analyses of

the company’s attractiveness as an employer. In accordance

with the Norwegian Working Environment Act, the company

monitors sick leave and staff turnover through internal

systems.

For both external and internal assessment of Ice Group’s

attractiveness as an employer, which is closely linked to its

ability to foster a positive and trust-based business culture,

the company is each year assessed by Great Place to

Work®. The latter utilises a methodology where it collects

and evaluates employee feedback and recognise those

companies that have a trusting and high-performing

workplace culture. In the past four years, Ice Group has

been on the top-10 list of Norway’s best places to work, and

for 2021 Ice came in at 4

place in Norway.

In total, Ice Group believes that all these activities lead to

reduced sick leave and build employee pride and workplace

loyalty. The sickness absence rate increased slightly in 2021.

However, the sickness absence rate is less than 2%, which

is very low in a Norwegian context. Ice Group provides

health insurance for all its employees.

Ice Group during Covid-19 – how the company adapted

through the pandemic

Ice Group experienced that the company’s existing culture

and mind-set, built on trust and flexibility, made the

transition to the Covid-19 situation relatively seamlessly.

Throughout the pandemic, the company has worked

systematically to make this new and unpredictable situation

as tolerable as possible for employees, by focusing on both

practical facilitations, ensuring sufficient and correct

information, and trying to create a sense of psychological

safety. Measures taken includes:

• More frequent townhall meetings / CEO briefings

• A colour system, with code green, code yellow and

code red to make it easy to communicate the

degree of actions to be taken with regards to the

level of infections at any given time

• Continuously adapting the office to the codes

mentioned above

• Offering screens and office chairs on loan to

employees on home office, also delivering the

equipment to the homes of some employees at

their homes

• Free face masks

• Free parking offered to the employees, plus

extended the amount of available car parking

spaces

• A psychologist offering training to employees in

self-management and self-care

• Giving every employee two hours “mandatory”

outdoor time each week, to make sure that they

prioritise daylight and fresh air

• Organised social, digital activities to engage the

employees, such as competitions, after work

activities, podcasts and Ice Awards

• Re-organised parts of the office to comply to the

new work situation, such as establishing a podcast

studio and supplying more big meeting rooms and

arenas with sufficient distance and infection

control measures, making it safer for colleagues

and teams to meet up

KPI 2019 2020 2021

Great place to work KPI Top 10 Top 10 Top 10 (#4)

Total sick leave 1.3 % 1.8 % 1.9 %

Staff turnover 8.3 % 5.5 % 14.5 %

Ice Group Scandinavia Holdings AS Annual Report 2021

Training and competence development

Focus on employee training and development

To attract, further develop and retain the best employees –

at all levels – Ice Group invests heavily in training and

competence development of its staff. In addition to subject

or competence-specific development measures, the

company also work systematically to improve employees’

ability to lead themselves. This is also as part of Ice Group’s

efforts to maintain a trust-based business culture for the

benefit of both individuals and the business as a whole.

Such ongoing initiatives include:

• Regular courses for all employees in managing

themselves and structuring their workday and

workload

• The staff journey in Ice – with focus on

opportunities

Ice Group make it clear to its employees that there are many

ways to engage in the workplace, and that the development

paths are varied. Amongst the development opportunities

Ice Group’s employees have are the following:

• Interdisciplinary work streams, safety

representative, employee representative, fire

protection aide, social group, training group, tour

group, interaction group, Ice ambassador

(representing the Ice culture and DNA to external

parties), course holder, manager, buddy, mentor

• Value Proposition Workshops, where employees

are regularly invited to participate in creative

processes and get external breakfast seminars or

relevant lectures and courses business previews

• Leadership training programme

• Interdisciplinary projects in the creative zone on

the 4

floor, where employees across departments

and fields of expertise are invited to enter

processes or other workshops that are centred

around the creative wall

• Design Sprints, which are quick workshops

designed for rapid innovation processes

• Departmental delivery descriptions

• “Ice Talks” or “Ice Talents”, where employees are

asked to contribute and be part of, which is a great

way to see people

• Microsoft training-courses (primarily digital) within

Microsoft 365: Teams, OneDrive, Cloud Storage,

One Note-Office apps (Excel, PPT)

• Own training page on the company intranet page

• A ninja network, which consists of resources in

each department that assist employees in

questions about Microsoft 365 and as a good-use

supervisor

• Ice learning portal, where all training and sources

of tutorials are gathered

• Inspirational talks and presentations delivered by

external speakers

• Development conversation – personal feedback

from your manager every six weeks

• Investment in competence and competence

mapping

• Personal development race – “me in Ice”

• Leadership development programme DiSC –

training in basic understanding of yourself in

interaction with others

• Pre-boarding in Ice

Ice Group has two main purposes for taking such an

extensive and systematic approach to competence

development in the workplace. Firstly, the company wants

to have employees who are growing and possess the right

skills to deliver on the company’s business strategy.

Secondly, because it is important for people to know that

they are moving forward, that they learn something new,

that they are evolving, and that they are seen as individual

contributors in a fast-growing company.

The company’s people development initiatives are

continuously evaluated through Officevibe, Great Place to

Work, one-to-one development and goal conversations

between leader and employee, and in department

meetings.

Ice Group Scandinavia Holdings AS Annual Report 2021

Gender equality and diversity

Ice Group is a diversity of people who create results

together

Ice Group has a strong focus on culture and recognition of

the human dimension in the workplace. In addition to being

recognised for what you contribute, the company is also

working to ensure that everyone is recognised for being

precisely who they are. In Ice Group there is room for

everyone!

In addition to following the Norwegian Working

Environment Act, Ice Group also operates in accordance

with the Gender Equality Act, which aims to protect against

discrimination based on gender, as well as the Anti-

Discrimination Act, which protects against discrimination on

the grounds of ethnicity, religion, disabilities or the like.

We work to promote equal treatment of all. Further, it is the

company’s position that different treatment or

discrimination based on person’s gender, race, colour,

national origin, age, religion, sexual orientation or any other

characteristic protected by applicable law is unacceptable.

Requirements to the work environment is set out in the

Code of Conduct and the Whistleblowing Policy is included

in the Compliance Manual.

Furthermore, Ice Group is committed to equal opportunity

for all qualified employees and job applicants. All

employment decisions (such as hiring, discipline,

terminations, promotions and job assignments) are based

on the company’s needs and an employee’s performance

and potential.

As a consequence, Ice Group is a company that consists of

more than 15 different nationalities, all of which contribute

greatly to the culture and DNA the company strives to

foster. Although Norwegian is Ice Group’s official working

language, the company attempts to facilitate for those who

speak other languages. For example, most presentations

used in meetings are created in English to enable all

colleagues to understand its contents. Ice Group respect

that its employees have different beliefs, and have, among

other things, rooms that also serve as prayer rooms.

Management roles within technology have historically been

male dominated. To ensure a healthy gender balance, Ice

has focused on increasing the number of women in key

positions, especially within technology roles. Ice Group

currently has female leaders in the current roles: head of

PMO, head of implementation, head of 24/7 operations

office, head of retail operations, head of strategy and new

business, DNA/HR director and General Counsel.

Salaries are also important, and the company will publish a

separate remuneration report ahead of the annual general

meeting. The company’s salary philosophy is based on the

principle that it should always pay the right salary for the

right role. The company pays for the skills and experiences

it requires to be competitive and pay more for roles that

contribute exceptionally towards growth in the company, or

in connection with key expertise with limited availability in

the market. As of end-2021, the average salary level for

female employees is 5.36% lower than average salary level

for male employees.

In 2021 the company has encouraged all employees to

evaluate Ice’s standing regarding culture, inclusion and

diversity through Equality Check (www.EqualityCheck.it

aiming to accelerate equality in the workplace. The

company’s score overall is 4.5 where 5 is best score. Highest

score in area of inclusive culture, recommended company

and no unwanted sexual attention. Ice will continue the

work to further strengthen values and initiatives related to

culture, inclusion and diversity.

In Ice Group’s annual employee satisfaction survey

performed by Great Place to Work

(www.GreatPlacetoWork.no

), where the company uncovers

actionable insights and identify its company culture, Ice

Group also asks questions regarding equality and diversity.

The feedback and insight received through these surveys, is

actively used to both improve or amplify current culture and

the way the company prioritises.

In Norway, where Ice Group has its operations, the parental

benefit period consists of a maternal quota of 15 weeks, a

paternal quota of 15 weeks, a period of three weeks before

the due date for the mother and a joint period of 16 weeks

– in total 49 weeks. The company pays full salary to

employees on parental leave.

Based on the Norwegian Activity Duty for employers

(Aktivitets- og redegjørelsesplikten, ARP), the company is

reporting the following employee data (data for Ice

Communication AS):

Ice Group Scandinavia Holdings AS Annual Report 2021

Number of men and women in total and per position level:

2019 2020 2021

Men Women Men Women Men Women

Organisation total 168 52 162 60 153 75

Employee 140 37 134 43 125 58

Non-executive level management 21 13 21 16 21 16

Executive level management 7 2 7 1 7 1

Board of Directors 2 2 2 2 2 2

Permanent, part time and temporarily hired employees:

2019 2020 2021

Men Women Men Women Men Women

Number of permanent employees 168 55 162 60 153 75

Part time employee 0 0 0 0 0 0

Temporarily hired 0 0 1 1 2 1

Number of weeks average parental leave:

Number of weeks average parental leave 2019 2020 2021

Women 8.1 weeks 33.4 weeks 26.6 weeks

Men 9.8 weeks 9.9 weeks 9.2 weeks

Salary:

Employee Manager 1 Manager 2

Top

management

2019

Average salary men

675 299

924 900

803 280

1 635 205

Average salary women 676 056 803 500 760 888 1 289 009

2020

Average salary men

702 604

1 037 016

843 077

1 680 581

Average salary women 695 021 966 750 818 421 1 314 789

2021

Average salary men 704 857 1 125 911 918 787 1 720 376

Average salary women

676 390

1 029 603

850 044

1 300 000

Ice Group Scandinavia Holdings AS Annual Report 2021

Newly hired employees and employee turnover:

2020

2021

Men

Women

Total

Men

Women

Total

Total number of newly hired

employees

24 13 37 11 14 25

Avg. age:

39,3

Avg. age:

37,7

Avg. age:

38,8

Avg. age

31,8

Avg. age:

33,7

Avg. age:

32,8

Number of employees who have left

the company

Avg. Age:

37,6

Avg. Age:

37,8

Avg. Age:

37,6

Avg. age:

36,6

Avg. age:

39,5

Avg. age:

38,4

Age distribution:

2020

2021

Under 30 30-49 50+ Under 30 30-49 50+

Organisation total 21 177 33 25 168 35

Board of Directors (BoD)

Executive level management

Non-executive level management

Responsible working conditions in the

supply chain

A robust system for monitoring the supply chain

Ice Group seeks an open and transparent relationship with

its suppliers and partners. Suppliers are expected to adhere

to Ice Group’s business ethics and values, including the

company’s standards for health and safety, human and

labour rights, environment, quality management, business

integrity, and corporate social responsibility, as well as

being competent and trustworthy.

Ice Group’s standards and expectations to health and safety

also extend to its suppliers. Currently, Ice Group’s main

supplier is Nokia, who is in charge of building Ice Group’s

mobile network on both 4G and 5G. Nokia and its

subcontractors operate within a solid health and safety

planning framework that is based on Norwegian legislation.

To ensure that the network build-out is conducted in line

with Ice Group’s health and safety standards, the company

conducts the following activities:

• Weekly status meetings with Nokia where health

and safety is an agenda topic every week

• Quarterly health and safety meetings with Nokia

and all its subcontractors

Ice Group’s vision is zero harm to people, assets and the

environment. Health and safety is a responsibility that

requires continuous effort and is a natural part of the Ice

Group’s daily operations. The company has no records of

accidents or injuries in recent years and has therefore not

deemed it necessary to take special measures in this area.

KPI 2019 2020 2021

Lost time incidents 1 2 0

Fatalities 0 0 0

Ice Group Scandinavia Holdings AS Annual Report 2021

Goals and targets: A good working environment and an attractive employer

2021 goals

Status

2022 goals

Continue to promote gender equality

and diversity throughout the

organisation.

Completed: A new initiative,

Equalice, was established in 2021 to

further promote gender equality and

diversity throughout the

organisation.

Increase the number of women in

management roles.

Achieve top-10 status in ‘Great place

to work’ survey.

Completed: For 2021, Ice came in at

place in GPTW in Norway.

Achieve top-10 status in ‘Great place

to work’ survey.

Zero lost time incidents and zero

fatalities.

Completed: Ice had zero lost time

incidents and zero fatalities in 2021.

Zero lost time incidents and zero

fatalities.

Continue to provide training and

development for employees.

Completed: In 2021 the ice

leadership training programme

continued with two new classes and

the company continue to further

develop its other development

programmes.

Complete at least two new classes of

the Ice leadership training

programme.

Carry out a risk assessment for

suppliers, focusing on HSE

specifically.

In progress: In 2021 Ice started

planning the work related to the

different documents in the supplier

risk assessment, the work will

continue in 2022.

Carry out a risk assessment for

suppliers, focusing on HSE

specifically.

Ice Group Scandinavia Holdings AS Annual Report 2021

Climate-friendly operation

and responsible consumption

Ice Group’s business activities have both direct and indirect

environmental impacts. The company’s main impact on the

environment is through energy use, building of new masts

for base stations, and some waste generation.

Ice Group does not manufacture own products, but is a

reseller of other manufacturers products, for example

mobile phones. Additionally, Ice Group is building its first

smartphone network, meaning that the company does not

have to replace existing legacy network and equipment. A

lean and cost-effective digital operation also contributes to

a reduced environmental footprint from Ice Group.

Management of environmental waste

Good systems for receiving and disposing of

environmental waste from customers (handsets and

routers) and from network build out (base station

equipment)

In the work of establishing a circular economy and waste-

free society, we must ensure both recycling and reuse of

both electronic equipment, as well as the materials from

which the equipment is built. Old and unusable equipment

can become part of the production of new technology.

Ice Group sells both mobile phones, mobile broadband

routers and builds a mobile network consisting of core

networks and base stations throughout Norway. At the

same time, Ice Group has had a long-term collaboration

with Nokia, who is committed to reusing and recycling

produced equipment that Ice deploys.

Waste, including discarded batteries, are disposed of

through Franzefoss and Serva AS, both of which are

certified for waste management by the Norwegian

Environment Agency (Miljødirektoratet). One of the

company’s main suppliers, Site Service, is certified

according to the Eco-lighthouse standard (Miljøfyrtårn), an

environmental management system for public and private

companies.

Ice Group can influence waste management through both

the online store and its own physical stores, as well as via

retail partners and the main supplier Nokia, which is

helping to expand the new mobile network. At the same

time, Ice Group’s own products such as Mobilbytte

(handset swap programme) can help give customers a

stronger incentive to repair the mobile phone instead of

throwing it away, as well as return the old before they buy

a new. All handsets that are returned are either sold as is

or upgraded to be sold.

Ice Group has both an online store, the possibility to shop

through customer services channels and five own physical

stores in the central eastern part of Norway and have plans

for more stores in the coming years.

Good contact with customers provides an opportunity to

ensure that the customer buys the right product for him or

her, since they have the right to return products in

accordance with the Consumer Purchase Act. That way, Ice

Group wants to reduce equipment returns due to wrong

purchases. If the customer for any other reason returns

equipment, it is important that it is either reused, resold or

refurbished by Ice Group or an external logistics partner.

Phones that are returned by customers are currently for

sale at One2cel on teleoutlet.no.

Ice wants to reduce the number of returns, as well as

continue to develop the possibilities for recycling, reuse

and repair. It has an economic upside while benefiting the

environment. Ice is also convinced that working in this way

will over time result in more satisfied and environmentally

conscious customers.

Ice Group measures how many mobile phones are

returned to the company from consumers that exercise

their right to return in accordance with the Consumer

Purchase Act. All returned telephone handsets that are

fully functionals, which is a prerequisite to exercise the

right to return, are re-sold.

In 2021, ice launched the new mobile concept NiceMobil, a

fully digital mobile concept. By removing the SIM-card

altogether, NiceMobil will reduce the waste and transport

related to changing operator.

KPI 2019 2020 2021

% of sold mobile handsets returned under Consumer Purchase Act 3.1 % 1.8 % 1.8 %

Share of returned mobile handsets that are reused 100 % 100 % 100 %

Ice Group Scandinavia Holdings AS Annual Report 2021

Energy efficient operation

Modern infrastructure technology and a climate-

friendly office leads to less energy consumption

Using energy more efficiently and opting for renewable

sources is essential for combating climate change and for

lowering the organisation’s overall environmental footprint.

Energy consumption occurs primarily in powering Ice

Group’s network base stations and IT infrastructure and in

the form of lighting, heating, and cooling of the company’s

headquarter in Oslo, Norway. The headquarter in Nydalen

in Oslo is located in an energy efficient passive house that

is BREEAM (excellent) certified. The office has sustainable

solutions and materials, as well as delivery of

environmentally friendly energy, providing a modern and

climate-efficient building.

The ice network is a data only network, only producing 4G

and 5G. Legacy services on 2G is handled through a national

roaming agreement with Telia. The new ice network is

equipped with modern and efficient components.

Combined with only producing on 4G and 5G this is giving

the company an energy efficient network to operate.

Ice Group’s energy consumption increased in 2021

compared to 2020, as both the number of customers and

data usage per customer also increased. The energy

consumption per TB data produced decreased in the same

period.

Climate accounting

Ice Group started climate accounting in 2021 using

CEMAsys’ digital solution. A full overview can be found in

the separate climate report on the company’s website.

The information used in the climate accounting stems from

both external and internal sources and is converted to

tonnes of CO2 equivalents. The analysis is based on the

international standard “A Corporate Accounting and

Reporting Standard”, which has been developed by “the

Greenhouse Gas Protocol Initiative” – the GHG protocol.

This is the most widely used method worldwide for

measuring greenhouse gas emissions, and the ISO standard

14064-I is also based on this.

During 2021, Ice Group had a total greenhouse gas

emissions of 378 tonnes of CO2 equivalents (tCO2e).

Compared to 2020, this is an increase of 12%.

Ice Group has no company cars and does not use heating

oil and thus has no emissions in Scope 1.

The company’s Scope 2 emissions include electricity which

the company leases from Telenor and Telia, as well as data

that Ice's customers consume, converted to kWh. Leased

power is included in Scope 2. The consumption of electricity

increased from 31,001 MWh in 2020, to 35,750 MWh in 2021

(28.1%). Ice Group purchased guarantees of origin (OG /

REC) for parts of the reported electricity consumption in

2021, and emissions are estimated at 7,348.2 tCO2e using a

market-based approach.

Ice Group’s Scope 3 emissions includes business travel and

use of privately own cars for business purposes. The

number of flights, distributed domestically, in Europe and in

the world, has all had a clear decline during the reporting

period. In 2020, the emissions related to business travel

were 28.2 tCO2e, while in 2021 the emissions were 4.9

tCO2e.

In 2021, compensation was paid for 130 428.6 km for fossil

cars, compared to 191,630 km in 2020 (a reduction of

52.4%). Km compensation was paid for 36,305.4 km for

electric cars in 2021, compared to 68,968.8 km in 2020.

The number of train journeys in Norway was reduced by

67% compared to 2020. Train journeys in England and

Sweden were reduced by 100%, as it was not registered in

2021. 563.2 pkm was reported in 2020 for bus trips in

Norway, compared with 387 pkm in 2021 (a decrease of

31.3%). No bus trips were registered in Sweden in 2021, and

thus have an emission of 0 tCO2e.

The emissions associated with trains and buses are marked

with a line in the table below as the emissions are less than

0.1 tCO2e.

Finally, reported waste amounted to 33,500 kg in 2021,

divided into electronic and residual waste. This corresponds

to an emission of 0.7 tCO2e and is a reduction of 1.5%

compared to 2020.

Ice Group Scandinavia Holdings AS Annual Report 2021

Key figures GHG Emissions (tCO2e)

Category 2020 2021 Change %

Electricity 279 357.5 28.1 %

Scope 2 emission 279 357.5 28.1 %

Business travel 115.2 39.5 -65.7 %

Waste 0.7 0.7 -1.5 %

Scope 3 emission 58.4 20.5 -64.9 %

Total emission 337.4 378 12.0 %

KPI:

kgCO2e per TB 4.8 4.3 -10.4 %

Climate risk assessment:

In order to reach the Paris climate agreement goal of limiting global warming to below 1.5°C, the world

will need to rapidly cut global emissions of greenhouse gases.

Climate risks include damage to vital infrastructure and utilities through the impact of more extreme

weather events. At the same time, the telecom industry’s technology have the potential to cut global

carbon emissions, reduce resource intensity, stimulate economic growth and deliver substantial social

benefits.

In Ice’ climate risk assessment the most material risks to Ice are as follows:

• Increased pricing of GHG emissions, and consequent cost increases

• Limited availability and/or cost increase of renewable energy

• Increased severity and frequency of storms and other extreme weather impacting

infrastructure

Ice have ambitions to conduct a thorough TCFD (Task Force on Climate-related Financial Disclosures)

climate risk assessment of both risks and opportunities in 2022.

Ice Group Scandinavia Holdings AS Annual Report 2021

Electromagnetic radiation

Minimise electromagnetic radiation when operating

base stations

Today most people use a lot of wireless technology that

emits electromagnetic waves, also called radiation. These

technologies are found all around us through wireless

communication technology. Research shows that

electromagnetic radiation from wireless technology does

not pose a health risk, as long as the levels are below the

limit values.

It is important for a mobile operator such as Ice Group to

stay up to date on the latest research and have a good

dialogue with the authorities. The latest research and

measurements indicate that the exposure of the population

from wireless technology is far below the set limit values.

Based on current knowledge, there is no reason to assume

that the radiation impacts animal and plant life negatively.

All mobile phones and broadband routers must use

electromagnetic waves, when communicating with the base

station network. The mobile networks use frequencies in

the frequency range 450 MHz - 3.6 GHz. Electromagnetic

waves in this frequency range are called non-ionising

radiation, and do not have sufficient energy to ionise

(destroy) human tissue.

Our radio planners carefully consider where the antennas

should be placed to achieve the best coverage while at the

same time the radiation level is as low as possible where

people travel. The antennas are normally placed high in

masts, ceilings or facades to achieve long range, so that the

radiation level does not exceed guidelines and

requirements set by the Norwegian authorities: The

Directorate for Radiation Protection and Nuclear Safety

(DSA) and the National Communications Authority (NKOM).

DSA and NKOM work closely with other countries'

authorities and adhere to guidelines issued by international

cooperation bodies such as the World Health Organization

(WHO) and the International Commission on Non-Ionizing

Radiation Protection (ICNIRP).

If the roof antennas are placed so that operating personnel

in some cases have to pass in front of the antennas, the area

is normally marked with a notice prepared by DSA / NKOM

about which risk area one should avoid staying in over time.

The base station network automatically reduces the signal

strength from the user equipment (mobile phones and

broadband routers) and the antennas to as low a level as

possible in order to achieve optimal coverage while the

antennas do not interfere with each other. To take full

advantage of the new 5G network, it is important that 5G

base stations are built closer together than before. The

smaller the distance between the transmitters, the lower

the output power it is necessary to use, and thus the

radiation level becomes smaller. This means that the mobile

phones can also lower the output power and thus the

batteries will last longer.

Ice monitors the discussion that 5G radiation is more

negative for the environment than other types of mobile

radiation. In such discussions, we choose to be loyal to the

Norwegian professional authorities.

From time to time, Ice is in contact with neighbours, living

near base stations, who are concerned about radiation

levels in nearby areas. In such cases, the company either

hires or uses its own resources to carry out radiation

measurements. If we are ordered by NKOM to take special

measures such as moving or twisting antennas or reducing

the output power, we always do this, but such cases are very

rare.

Local environmental impact

Gentle development of infrastructure with a focus on

minimising damage to nature

Taking care of the local environment is becoming

increasingly important as society develops with ever more

infrastructure. It is therefore important that all parties

contribute to reducing the footprint, especially in green

areas or other similar outdoor areas. It is also important to

avoid creating unnecessary visual pollution in cities where

base stations can become numerous and clogged.

It is expected that there is mobile coverage everywhere,

both in the city, out in the woods and at sea. It requires large

amounts of fibre in the ground, base stations and not least

mobile masts. With more than 3,000 base stations, Ice

Group has a significant footprint in Norway. In 2021, Ice

Group installed 318 new base stations throughout Norway

as well as increasing the company’s share of co-located base

stations with other operators, thus completing the 2021-

goal of installing between 300 and 500 new smartphone

base stations.

Ice Group Scandinavia Holdings AS Annual Report 2021

Where Ice Group has the opportunity, the company will co-

locate with other operators, or utilise buildings, silos or

other existing infrastructure to avoid building new masts.

Where Ice Group builds its own masts, it offers other

operators to place their equipment if they request it and

there is room in the mast. Ice has a good dialogue with both

public and commercial property managers, and the

different transport authorities to gain access to existing

infrastructure.

KPI 2019 2020 2021

Number of base stations 2,217

2,914

3,218

% of Ice Group base stations co-located with other operators 37.3 % 44.8 % 45.6 %

Number of newbuild Ice Group masts 1

Goals and targets: Climate-friendly operation and responsible consumption

2021 goals

Status

2022 goals

Install between 300 and 500 new

smartphone base stations in Norway

and co-locate with other operators

wherever possible.

Completed: ICE installed a total of 318

new smartphone base stations across

Norway in 2021 and also managed to

increase the share of co-located base

stations from 44.8% in 2020 to 45.6% in

2021.

Increase the 5G network coverage

further by adding bands to existing

base stations and limiting the

construction of new base stations.

Start climate accounting on scope 1,2

and 3.

In progress:

The company has in 2021

started climate accounting on Scope 1,

2 and 3 by utilising CEMAsys’ reporting

solution.

Further developing the climate

accounting, giving more details on

Scope 3 emissions.

Further reduce electronic waste.

Completed: In 2021 Ice had 0.9 tons of

electronic waste, a reduction from 1.0

tons of electronic waste in 2020.

Further reduce electronic waste.

NEW.

Complete a TCFD assessment on

climate risk.

Ice Group Scandinavia Holdings AS Annual Report 2021

Ethics and responsible

business culture

Ice Group is committed to ensuring that all its activities

comply with or exceed the standards of the jurisdictions in

which it conducts its business.

Ethics and compliance

The company’s reputation for honesty, integrity and

professionalism is its most valuable asset, which it

aims to maintain and protect at all times, and is

dependent upon the good judgment, ethical standards

and personal integrity of every individual in the

company.

It is the obligation of Ice Group employees to conduct

themselves in a manner to ensure the maintenance of these

standards. Such actions and conduct will be important

factors in evaluating an employee’s judgment and

competence, and an important element in the evaluation of

an employee for promotion. Correspondingly, insensitivity

to or disregard for the principles of the Ice Group’s

professional and ethical standards will be grounds for

appropriate disciplinary actions.

Compliance requires adherence to laws, regulations and Ice

Group’s compliance policy documents. The company works

systematically to ensure implementation and has

established a governance structure defining roles and

responsibilities throughout the group.

The company’s ethical guidelines are outlined in the

Compliance Manual and Code of Conduct to which all

employees have received introductory training. The

Compliance Manual and Code of Conduct are subject to

annual review and is approved by the Board of Directors at

least annually. The company has appointed the general

counsel as compliance officer to oversee the

implementation of its Compliance Manual and guidelines.

Compliance in Ice is based on a clear governance structure

defining roles and responsibilities. Compliance risk and

mitigating actions are reviewed on an ongoing basis and are

also integrated in the annual risk review.

Ice Group has established an internal, cross-functional

governance workstream to ensure that compliance actions

and risks are integrated and followed-up in our day-to-day

actions.

The company’s compliance work is structured around its

annual compliance programme with specified compliance

actions for each quarter structured to ensure awareness

and striving to further increase the overall understanding of

compliance and risks for all employees. These efforts

include tone-at-the top messages, compliance workshops,

department workshops, group training for all employees

and consultants, training for specific departments and

functions that have compliance responsibilities, reminders

onto intragroup channels etc.

The general counsel is the compliance officer and reports to

the Audit Committee and the Board of Directors. The

general counsel participates in all Board and Audit

Committee meetings.

An independent third-party undertook a compliance

maturity assessment in 2018. At the end of 2019, the

independent auditor then reviewed follow-up of the

recommendations from 2019 which were found to all have

been completed. Ice Group tracks compliance actions

through the year, and report status and any non-

compliance items to the management on a regular basis

and furthermore report to our board of directors twice

yearly. Ice Group will also consider external review in 2022.

Ice Group has established a whistleblowing system as

further governed by its whistleblowing policy contained in

the Compliance Manual and as also described in the Code

of Conduct. Information on the whistleblowing channel and

policy is available on the intranet and information on this is

also regularly provided in town hall meetings and through

reminders on intragroup channels. The whistleblowing

system is available for use on a voluntary and anonymous

basis.

In 2021, Ice Group established an external whistle blowing

channel. Next steps include to communicate this to all

employees and make information publicly available on the

company’s internal website.

KPI 2019 2020 2021

Share of employees that has completed annual compliance training 100 % 100 % 100 %

Number of whistle blower cases 0 0 0

Ice Group Scandinavia Holdings AS Annual Report 2021

Anti-money laundering, sanctions and

anti-corruption

The company is committed to ensuring that all its

activities meet or exceed the standards of the

jurisdictions in which we conduct our business.

Ice Group has a zero-tolerance to corruption and bribery.

Corruption undermines all sorts of business activities and

free competition, and it is prohibited by law in Norway,

which is considered a low-risk country in terms of

corruption. Corruption is destructive for the countries

involved and would erode Ice Group’s reputation, exposing

the company and the individual employee to considerable

risk.

The company’s Compliance Manual and Code of Conduct

contain separate policies on anti-bribery, anti-money

laundering and sanctions. As part of Ice Group’s risk review,

the company considers higher risk areas for the company,

and as part of this risk review an extensive process for

counterparty due diligence has been implemented.

As a listed company, following legislation and regulations in

terms of anti-money laundering and anti-corruption is not

only our moral obligation but part of our license to operate.

The Anti-Money Laundering, Anti-corruption and Sanctions

Policy forms an integral part of our compliance programme

and has been implemented based on the company’s risk

review.

Extensive training to departments and functions who have

specific responsibilities under the policies have been

implemented to ensure knowledge and awareness. This is

also a focus area for the annual training and compliance

test and is regularly a theme for town hall meetings and

billboard/Teams reminders. The company’s Counterparty

Due Diligence Policy provides a stepwise guide for

conducting counterparty due diligence, and the company

also uses an external database provider to conduct

counterparty due diligence screening.

The policies and programme are managed by the General

Counsel and compliance officer, who is responsible for

programme design and annual planning. Progress is

regularly reported as part of the compliance reporting to

Audit Committee and the Board of Directors.

Responsible purchasing

Responsible sourcing consists of looking at what Ice

Group purchases beyond the more traditional aspects

of cost, quality and delivery time.

This is one of the strategic objectives for the company’s

procurement operations and means it considers

transparency, ethics, fair treatment of our suppliers /

partners guiding principles when sourcing products and

services across all purchasing categories.

Ice Group’s Code of Conduct specifies that customers,

suppliers, competitors and colleagues must be dealt with

fairly. Ice employees must at all times avoid manipulation,

concealment, abuse of confidential information,

misrepresentation of facts, or any other practice that could

be considered unfair dealing. The company is dedicated to

treating customers and suppliers honestly and fairly, and

sales and purchasing decisions should be based on price,

product quality, service quality and the consistency and

dependability of customer and supplier relationships

involved.

Towards the end of 2021, Ice Group established a Supplier

Code of Conduct that will be used as a mutual platform

when agreeing new contracts and partnerships. The

content of the Supplier Code of Conduct will be included in

all new contracts and partnerships with suppliers.

During 2021, Ice Group has continued to implement and

include the principles of its procurement policy into its way

of work. It has endeavoured to implement and follow the

processes laid down in the policy in the purchase of

products, services and commodities through the

development of 4 specific categories namely:

a) Networks: RAN, core and wireless equipment and

services

b) IT: IT platforms, services, software and equipment

c) Commercial: Media services, handset, accessories

KPI

2019

2020

2021

Share of employees who have completed training in anti-corruption and anti-

money laundering

100 % 100 % 100 %

Number of confirmed incidents related to money laundering and corruption 0 0 0

Ice Group Scandinavia Holdings AS Annual Report 2021

d) Indirect: Finance and Legal services, consultancy

services

In addition to the above, the formal partner / supplier

management process introduced in 2020 has been

developed further and is in the process of implementation

with regular quarterly or bi-annual meetings with strategic

suppliers.

Privacy and data security

Customers are increasingly aware of and informed

about their right to privacy and expect that their

privacy is safeguarded. As a mobile service operator,

ensuring the right to privacy and the right to freedom

of expression of our customers is fundamental.

Compliance with privacy requires adherence to law and

regulations. Ice Group adheres to the EU General Data

Protection Directive (GDPR) and has implemented privacy

guidelines and policies and continue to work systematically

to ensure implementation throughout the group. The

company is also working to comply with the international

standard for information security ISO 27001.

Ice Group has established an operating model defining

roles and responsibilities under our different policies and

guidelines throughout the Group and has further

established a cross-functional privacy workstream that

includes privacy representatives from all the different

departments of the company to ensure that Ice is able to

identify and address privacy matters and ensure that

policies and guidelines are implemented in the first-line.

By having good internal control, guidelines and policies in

place, the company will ensure that it complies with the

requirements under the privacy legislation. Data privacy

forms an integral part of the company’s compliance

programme and it ensures awareness by providing

extensive training to departments and functions which have

responsibilities under the policies. This is also a focus area

for Ice Group’s compliance test and is regularly a subject for

our town hall meetings and compliance reminders that is

regularly published to intragroup channels. Ice Group will

continue to strive to not only comply with relevant privacy

regulations, but to meet the privacy expectations of its

customers.

The company’s privacy work is structured around its annual

compliance wheel with specified privacy actions for each

quarter, structured to ensure awareness and always striving

to further increase the overall understanding of privacy and

risks for all employees. In addition, the company has an

annual wheel for internal privacy audits. Furthermore, Ice

Group’s Code of Conduct specifically addresses data

protection for all its stakeholders. The company is

committed to respecting the confidentiality of the personal

information of all employees, staff contract members and

consultants.

In line with applicable regulations, Ice Group will only

acquire and retain personal data which is required for the

effective operation of Ice or required by law or regulation in

the places it operates. Access to personal records is limited

to personnel who have appropriate authorisation and a

clear business need for such information. Personal

information will not be provided to anyone outside of Ice

Group’s operations without proper authorisation.

The data security in the transmission networks is archived

by following the international cryptographic standards that

are defined in the communication standards. In addition,

Ice have chosen also to encrypt all communication on the

distribution network in order to secure the data when

transmitted on leased lines.

Security on internal systems is obtained by several methods

and is documented in internal policy and routines, and risk

evaluations are performed for all projects where PMO is

involved.

The security is regularly checked from out external experts

in addition that all inbound internet traffic is monitored for

malicious traffic. Through membership in the National

Cyber Security Agency, the company gets early warnings

and pre-alerts of cases that may affect our systems and

software.

The company’s Data Protection Officer map Ice Group’s

privacy actions through the year, and reports status and any

non-compliance items to the management on a regular

basis and furthermore report to our board of directors

twice yearly. Ice Group will also consider an external review

in 2022.

There have been no major security breaches during 2021.

Seven personal data breaches were reported to the

Norwegian Data Protection Authority, which has closed six

of the cases without a need for further explanation. Ice

Group has taken measures to deal with the vulnerabilities

and limit the consequences, as well as to reduce the risk of

this happening again. The remaining breach has been

Ice Group Scandinavia Holdings AS Annual Report 2021

rectified and the company do not expect this to result in any

further actions from the authorities.

Quality and safety

Despite the fact that Norway is one of Europe's most

digitalised countries, its situation is unique in the EEA.

It is the only country that has only two nationwide mobile

networks – all other countries in the EEA have at least three.

Establishing a third mobile network has been a long-

standing policy objective, and the Norwegian government

has used regulation and other instruments to stimulate the

establishment of at least three competitive networks. This

also became a key goal in the white paper on consumer

policy in the spring of 2020.

There is no doubt that a third mobile network is important

for the country's security, as the consequences of increased

digitalisation and only two mobile networks with limited

redundancy are becoming increasingly challenging. More

and more socially essential services are being connected to

the mobile networks and the services’ dependence on the

mobile networks is increasing. Secure networks that can

withstand tougher weather conditions and cyberattacks are

a necessity to protect the economy, society and democratic

processes.

Establishing the third network has been a long-standing

policy objective in Norway. The third network is expected to

eventually bring down prices for mobile services, increase

innovation and make this critical infrastructure less

vulnerable to adverse events due to cyberattacks, technical

malfunctioning and bad weather. These positive effects of

the third network are likely to be further accentuated in the

future with the move to 5G, which is expected to lead to even

greater dependency on telecommunication networks.

(Source: ESA)

Society’s dependence on digital infrastructure is strong and

growing. There is no doubt that the many billions of

Norwegian kroners that have been invested in the country’s

digital foundation have already given an enormous return

to the society, even though it is difficult to measure all the

gains. It benefits everyone today, but also the next

generations can take over a country in even better

condition.

As with the foundation of any physical building, its condition

will determine what one can or dares to build on top of it.

With Ice Group and the third mobile network, Norway’s

digital foundation is strengthened, which allows for further

digitisation. The pandemic in 2020 and 2021 showed how

important digital infrastructure is, and the attacks in 2020

and 2021 on the National Assembly’s IT systems also

demonstrates how vulnerable our society is.

The dependency on a single hardware supplier for

networks, especially 5G, presents a security risk. The

Commission strongly recommends diversity of hardware

suppliers for 5G networks on a nationwide basis. Ice, on the

one hand, and Telia and Telenor, on the other, have chosen

different hardware suppliers for their networks. Therefore,

supplier diversity on a nationwide basis is best ensured with

the continued presence and expansion of Ice’s network.

Assuming a targeted attack on a particular piece of a

supplier’s hardware or software, or a non-intended design

error in a hardware component or in the software, the

reliance on any single supplier could lead to greater

technical risks for Norwegian mobile networks, with

potentially very serious consequences if the risk

materialises. (Source: ESA)

In February 2022, after the Russian invasion of Ukraine, ice

made it easier for customers stay in touch with friends and

family in Ukraine. Ice, as most other mobile operators in

Europe, decided to make SMS, phone calls and data to and

from Ukraine free of charge for all subscribers.

Development of new infrastructure that also ensures

increased supplier diversity can provide new opportunities

for further digitisation of products and services. At the same

time, it is important to have a good dialogue internationally

as the threats to the digital society do not take into account

national borders. In this context, Ice Group believes it is

important that Norway has good security agreements. As

stated by ESA:

A security agreement regulates the exchange and protection

of classified information between the parties. There is for

example a security agreement between the Nordic

countries. Although not required by public authorities for

2G, 3G and 4G networks, Ice has on its own initiative chosen

to exclusively use Nokia, an equipment vendor based in

Finland, with which Norway has a security agreement.

(Source: ESA)

Ice Group’s biggest contribution towards ensuring

increased supplier diversity is to continue to build out its

mobile network and increase its 4G and 5G coverage. Each

quarter, the company reports its key operational network

parameters, such as number of base stations and

population coverage, to the financial market, plus through

Ice Group Scandinavia Holdings AS Annual Report 2021

regular meetings with regulatory bodies in Norway. As of 31

December 2021, the company had 3,205 smartphone sites

in Norway. For 2022, Ice Group has an ambition of growing

it’s 5G coverage further, starting with the 4-5 largest cities in

Norway.

Goals and targets: Ethics and responsible business culture

2021 goals

Status

2022 goals

Establish an external whistle blowing

channel

Completed: Whistleblowing channel

established in 2021.

Communicate and provide training to

all employees in when and how to use

the whistleblowing channel.

KPI: 100% of employees having

received such training.

Publish information on Ice’s external

website about reporting irregularities.

Establish supplier code of conduct

Completed: Supplier Code of Conduct

established in 2021.

Apply the Supplier Code of Conduct to

new supplier deals as well as

incorporate it into existing deals.

KPI: 50% of new critical suppliers

having signed the Supplier Code of

Conduct.

Publish the Supplier Code of Conduct

on the company’s external website.

NEW.

Become a UN Global Compact

signatory.

Ice Group Scandinavia Holdings AS Annual Report 2021

Corporate governance is an important element to secure

that the interest of shareholders, management and

employees as well as other shareholders are aligned. We

see corporate governance as an integral part of our

operations and believe that good corporate governance is

an important factor in securing our value creation.

Ice Scandinavia, being a part of Ice Group, has made a

strong commitment to ensure trust and to enhance

shareholder value through efficient decision-making and

improved communication between the management, the

Board of Directors and the shareholders and will seek to

ensure that the Group complies with the requirements of

section 3-3b of the Norwegian Accounting Act ((available at

www.lovdata.no)

and the Norwegian Code of Practice for

Corporate Governance (“NUES”), (available at

www.nues.no”). Ice Group’s framework for corporate

governance is intended to decrease business risk, maximise

value and utilise the Group’s recourses in an efficient,

sustainable manner, to the benefit of shareholders,

employees and society at large.

The overall objective of Ice Group’s corporate governance

policies is to meet Shareholders’ demands for returns on

their invested capital as well as the long-term health and

overall success of the business.

Corporate governance within the Ice Group is mainly based

on the Companies Act, the Norwegian Code of Practice,

other applicable laws and regulations, the Company’s

Articles of Association and Ice Group’s internal governance

documents. The governance of Ice Group is also designed

to support Ice group’s business model, where decisions are

made at local level as far as possible, in the most effective

manner possible.

The Annual General Meeting (“AGM”), the Board of Directors

and the Chief Executive Officer (“CEO”) are the main

governing bodies of Ice Group:

- The AGM is the Company’s highest decision-

making authority and serves as the forum through

which Ice Group’s shareholders exercise their

influence over the business.

- The Board of Directors, who is elected by the

shareholders, is ultimately responsible for the

strategy and the organisation of Ice Group and the

management of its operations.

- The CEO, appointed by the Board of Directors, is

responsible for handling the day-to-day

management of Ice Group in accordance with

instructions from the Board. The CEO is supported

by the Group Executive Management team.

The external auditor of Ice Scandinavia is appointed at the

Annual General Meeting.

Ice Group believes in adhering to responsible business

practices and practicing good corporate citizenship.

Promotion, adoption and effective implementation of

guidelines for the responsible conduct of business and

business relationships are consistent with the fiduciary

responsibility of protecting long-term investment interests.

Risk management and internal control are given high

priority by the board of directors ensuring that adequate

systems for risk management and internal control are in

place. The control system consists of interdependent areas

which include risk management, control environment,

control activities, information and communication and

monitoring.

The board of directors shall ensure that the Company has

sound internal control and systems for risk management,

including compliance to the Company's corporate values,

ethical guidelines and guidelines for corporate social

responsibility. The Company's Code of Conduct and

Compliance Manual describes the Company's ethical

commitments and requirements related to business

practice and personal conduct. If employees experience

situations or matters that may be contrary to rules and

regulations or the Company's Code of Conduct/ Compliance

Manual, they are urged to raise their concern with their

immediate superior or the Compliance Officer. The

Company has established a whistle-blowing function that

enable employees to alert the Company's governing bodies

about possible breaches of the Code of

Conduct/Compliance Manual.

The board of directors conduct an annual organisational

risk review in order to identify real and potential risks, and

remedy any incidents that have occurred. In relation to this

review, the board of directors analyse the most important

areas of exposure to risk and its internal control

arrangements, and evaluate the Company's performance

and expertise.

The Company's management is responsible for establishing

and maintaining sufficient internal control over financial

reporting. Company specific policies, standards and

accounting principles have been developed for the annual

and quarterly financial reporting of the group. The Chief

Executive Officer and Chief Financial Officer supervise and

oversee the external reporting and the internal reporting

processes. This includes assessing financial reporting risks

and internal controls over financial reporting within the

group. The consolidated external financial statements are

prepared in accordance with International Financial

Reporting Standards (IFRS) and International Accounting

Standards as adopted by the EU.

The board of directors shall present an in-depth report of

the Company's financial statement in the annual report.

CORPORATE GOVERNANCE STATEMENT

Ice Group Scandinavia Holdings AS Annual Report 2021

The framework for internal control includes routines to

ensure that risks associated with the Company’s day-to-day

operations are identified, analysed and managed, routines

to review the Company’s commercial risk and operational

risk and routines for internal control of various processes,

including compliance with guidelines, routines, instructions

and authorisations.

Please also refer to the Corporate Governance Statement in

the 2021 annual report of the Group Parent Company, Ice

Group ASA.

Ice Group Scandinavia Holdings AS Annual Report 2021

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

NOK millions

Note

2021

2020

Service revenue

2,109

1,910

Other operating revenue

Total operating revenue

4, 5, 6

2,173

1,994

National roaming expenses

-195

-441

Operating expenses

-532

-494

Sales and administrative expenses

7, 18

-791

-770

Employee benefit expenses

-263

-232

Depreciation, amortisation and impairment losses

12, 13, 14

-581

-525

Total operating expenses

-2,361

-2,463

Operating result

-188

-469

Financial income

Financial expenses

11, 14

-425

-368

Financial items – net

-424

-367

Share of net profit from joint ventures

Result before tax

-611

-835

Income taxes

Net result for the year

-610

-834

Items that may be subsequently reclassified to profit or loss:

Translation differences on foreign operations

Other comprehensive income

Total comprehensive income for the year

-610

-834

Net result for the year attributable to:

Equity holders of the Parent Company

-610

-834

Net result for the year

-610

-834

Total comprehensive income for the year attributable to:

Equity holders of the Parent Company

-610

-834

Total comprehensive income for the year

-610

-834

Ice Group Scandinavia Holdings AS Annual Report 2021

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

NOK millions

Note

31 Dec 2021

31 Dec 2020

ASSETS

Licenses and similar rights

1,959

1,565

Customer relationships

Other intangible assets

351

307

Total intangible assets

12, 14

2,381

1,971

Property, plant and equipment

Technical equipment

2,462

2,515

Work in progress

456

331

Total tangible assets

13, 14

2,972

2,910

Other financial assets

9, 15, 16

Capitalised cost to obtain/fulfil customer contracts

405

Total other non-current assets

427

426

Total non-current assets

5,779

5,306

Inventory

Trade receivables

16, 18

104

115

Other receivables

16, 19

Prepaid expenses and accrued income

6, 20

Cash and cash equivalents

21, 25

345

525

Total current assets

528

746

TOTAL ASSETS

6,307

6,052

EQUITY AND LIABILITIES

Share capital

Other contributed capital

5,052

Reserves

Retained earnings/deficit

-6,106

-5,496

Total equity

-1,049

-440

Borrowings

16, 22

3,096

1,994

Non-current lease liabilities

2,639

2,072

Other non interest-bearing liabilities

Total non-current liabilities

5,739

4,068

Trade payables

289

269

Current borrowings

520

1,400

Current lease liabilities

193

175

Other current liabilities

16, 23

Accrued expenses and deferred income

6, 24

557

542

Total current liabilities

1,617

2,424

TOTAL LIABILITIES

7,356

6,492

TOTAL EQUITY AND LIABILITIES

6,307

6,052

Oslo, 29 March 2022

Martin Westersø

Eivind Helgaker

Geir Magne Flyum

Chairman of the Board

Ice Group Scandinavia Holdings AS Annual Report 2021

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOK millions

Note

2021

2020

Result before tax

-611

-835

Payments related to lease interest

118

143

Paid interest expense

187

201

Depreciation & amortisation of non-current assets

12, 13

394

353

Depreciation & amortisation of right-of-use assets

187

172

Amortisation of costs to obtain/fulfil contracts

263

262

Net interest expense

-0

Adjustments for other non-cash items

-4

Change in inventory

Change in current receivables

Change in current liabilities

150

Change in contracts with customers

-263

-302

Other adjustments

-8

Cash flows from operating activities

543

110

Investments in intangible assets

-131

-122

Investments in tangible assets

-366

-540

Net cash flows from other financial assets

Cash flows from investing activities

-497

-660

Borrowings

1,538

500

Repayments

-1,400

Payments related to lease liabilities

-178

-238

Interest paid, borrowings

-187

-201

Cash flows from financing activities

-227

Cash flow for the year

-181

-489

Cash and cash equivalents at the beginning of the year

525

1,014

Exchange rate difference in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

345

525

Ice Group Scandinavia Holdings AS Annual Report 2021

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

NOK millions

capital

Other

contributed

capital

Reserves

Retained

earnings

Total Equity

Opening balance 1 January 2020

5,052

-4,666

391

Net result for the period

-834

Other comprehensive income for the period

Translation differences on foreign operations

Total comprehensive income for the period

-834

Capital contribution from share-based payments

Total transactions with owners, recognised directly in

equity

Closing balance 31 December 2020

5,052

-5,496

-440

Net result for the period

-610

Other comprehensive income for the period

Translation differences on foreign operations

Total comprehensive income for the period

-610

Capital contribution from share-based payments

Total transactions with owners, recognised directly in

equity

Closing balance 31 December 2021

5,052

-6,106

-1,049

Ice Group Scandinavia Holdings AS Annual Report 2021

NOTES TO THE FINANCIAL STATEMENTS

Contents notes

1 Basis of preparation

2 Financial risks

3 Critical accounting estimates and judgment

4 Segment information

5 Revenues by type

6 Revenue from contracts with customers

7 Sales and administrative expenses

8 Employees

9 Taxes

10 Financial income

11 Financial expenses

12 Intangible assets

13 Property and technical equipment

14 Leases

15 Investments in joint ventures

16 Financial instruments by category

17 Operating expenses

18 Trade receivables

19 Other current receivables

20 Prepaid expenses and accrued income

21 Cash and cash equivalents

22 Borrowings

23 Other current liabilites

24 Accrued expenses and deferred income

25 Pledges and contractual commitments

26 Adjustments for non-cash items

27 Transactions with related parties

28 Subsequent events

29 Risks and factors of uncertainty

Ice Group Scandinavia Holdings AS Annual Report 2021

General information

Ice Group Scandinavia Holdings AS (“the Company”) is a

limited liability company incorporated inNorway and

operates with its subsidiaries (together, “the Group” or “Ice

Scandinavia”) under the trademark ice. The business is to

provide telecommunications services, including wireless

data services, voice, messaging, mobile broadband

services, telephony and other related telecom services.

The Company is wholly owned by AINMT Holdings AB,

Sweden, (the “Parent Company”) which is wholly owned by

Ice Group ASA, Norway, listed at Euronext Expand in

Norway with ticker “ICEGR” (together, “Ice Group”). The

major shareholder of Ice Group ASA is AI Media Holdings

(NMT) LLC, Delaware.

The Company has three bonds listed at Oslo Børs in

Norway (ISIN NO 001 0789035, ISIN NO 001 0864002 and

ISIN NO 001 0939788).

This annual report for the Ice Group Scandinavia Holdings

AS Group, including Parent Company Financial Statements

and notes, is available at www.icegroup.com.

Note 1 - Basis of preparation

The consolidated financial statements for Ice Scandinavia

have been prepared in accordance with IFRS as adopted

by the EU and have been prepared on a going concern

basis. The most significant accounting principles applied

in these consolidated financial statements are set out

below. These policies have been consistently applied to all

years presented, unless otherwise stated.

The preparation of financial statements in conformity with

IFRS requires the use of certain critical accounting

estimates. It also requires management to make certain

judgments in applying the Group's accounting policies,

see note 3 Critical accounting estimates and judgements

for further details.

There may be figures and percentages that do not always

add up correctly due to rounding differences. All numbers

are presented in NOK millions (MNOK), unless otherwise

indicated. Amounts in brackets relate to previous year if

not otherwise indicated.

These consolidated financial statements have been

approved for issuance by the Board of Directors on 30

March 2022.

New and revised standards and

interpretations

The Group applied for the first time certain standards

and amendments, which are effective for annual periods

beginning on or after 1 January, 2021. The Group has not

early adopted any other standard, interpretation or

amendment that has been issued but is not yet effective.

Amendments to IFRS 7, IFRS 9 and IAS 39 Interest rate

benchmark reform

The amendments provide temporary reliefs which

address the financial reporting effects when an interbank

offered rate (IBOR) is replaced by an alternative nearly

risk-free interest rate (RFR). The amendments include

certain practical expedients.

These amendments have no impact on the consolidated

financial statements of the Group. The Group intends to

use practical expedients in future periods if they become

applicable.

Amendments to IFRS 16 – Covid-19 related rent

concessions

The amendments provide relief to lessees from applying

IFRS 16 guidance on lease modifications accounting for

rent concessions arising as a direct consequence of the

Covid-19 pandemic.

This amendment had no impact on the consolidated

financial statements of the Group.

Standards issued but not yet effective

Certain new accounting standards, amendments to

accounting standards and interpretations have been

published that are not mandatory for 31 December 2021

reporting periods and have not been early adopted by the

Group. These standards, amendments or interpretations

are not expected to have material impact on the Group in

the current or future reporting periods and on

foreseeable future transactions.

Consolidation

Subsidiaries

Subsidiaries are all entities (including structured entities)

over which the Group has control. The Group controls an

entity when the Group is exposed to, or has rights to,

variable returns from its involvement with the entity and

has the ability to affect those returns through its power

over the entity. Subsidiaries are fully consolidated from

the date on which control is transferred to the Group.

They are deconsolidated from the date that control

ceases.

The Group applies the acquisition method to account for

business combinations. The consideration transferred for

the acquisition of a subsidiary is the fair values of the

Ice Group Scandinavia Holdings AS Annual Report 2020

assets transferred, the liabilities incurred to the former

owners of the acquiree and the equity interests issued by

the Group. The consideration transferred includes the fair

value of any asset or liability resulting from a contingent

consideration arrangement. Identifiable assets acquired

and liabilities and contingent liabilities assumed in a

business combination are measured initially at their fair

values at the acquisition date.

The excess of the consideration of the transferred amount

of any non-controlling interest in the acquiree and the

acquisition-date fair value of any previous equity interest

in the acquiree over the fair value of the identifiable net

assets acquired is recorded as goodwill. If the total of

consideration transferred is less than the fair value of the

net assets of the subsidiary acquired in the case of a

bargain purchase, the difference is recognised directly in

the statement of comprehensive income.

Intercompany transactions, balances and unrealised gains

on transactions between Group companies are

eliminated. Unrealised losses are also eliminated. When

necessary, amounts reported by subsidiaries have been

adjusted to conform to the Group’s accounting policies.

Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the

Group’s entities are measured using the currency of the

primary economic environment in which the entity

operates (“the functional currency”). The consolidated

financial statements are presented in Norwegian kroner

(NOK), which is the Group’s presentation currency.

Transactions and balances

Foreign currency transactions are translated into the

functional currency using the exchange rates prevailing at

the dates of the transactions. Foreign exchange gains and

losses resulting from the settlement of such transactions

and from the translation at year-end exchange rates of

assets and liabilities denominated in foreign currencies

are recognised in the statement of comprehensive

income. Exchange rate gains and losses related to trade

receivables and liabilities are reported on the applicable

line in the statement of income and are included in

operating result. Exchange rate differences related to

financial assets and financial liabilities are reported as

financial items in the statement of income, except

exchange rate differences related to non-current debt that

is part of the Group's net investment in a subsidiary.

Group companies

The results and financial position of all the Group entities

(none of which has the currency of a hyper-inflationary

economy) that have a functional currency different from

the presentation currency are translated into the

presentation currency. Assets and liabilities for each

balance sheet presented are translated at the closing rate

at the date of that balance sheet. Income and expenses

for each income statement are translated at average

exchange rates for the reporting period. All resulting

exchange differences are recognised in other

comprehensive income.

Revenue recognition

The allocation of revenue is based on the stand-alone

selling price for each separate performance obligation in

the contract with the customer, and the revenue is

recognised when the service/good is delivered. The Group

divides the revenue into two categories in the Statement

of Comprehensive Income; Service revenue and Other

operating revenue.

⁎ Mobile voice services are separate performance

obligations, and revenue is recognised as the service

is being delivered. Revenues from Mobile voice

services are reported within Service revenues.

⁎ Mobile broadband services are separate performance

obligations, and revenue is recognised as the service

is being delivered. Revenues from Mobile broadband

services are reported within Service revenues.

⁎ Consumer mobile broadband routers are not

separate performance obligations if offered together

with a subscription with a binding period. Revenue is

recognised over the same contract period as when

the related mobile broadband service is delivered to

the customer, regardless of whether the consumer

rents the router or buys the router. Revenues from

Consumer routers are reported within Service

revenues.

⁎ Industry routers are deemed to be separate

performance obligations, and revenue is recognised

either at one point in time if the customer buys the

router, or over the contract period if the customer

rents the router. The Group’s assessment is that the

industry router qualifies as an operational lease

because they do not transfer substantially all the risks

and rewards incidental to ownership of the router

Revenue from Industry routers are reported within

Other revenue.

⁎ Lease income is recognised on a straight-line basis

over the lease period.

⁎ Start-up fees are, in all cases, not separate

performance obligations, and revenue is recognised

with the delivered service for which the start-up fee

belongs to is recognised. Start-up fees are reported

either in Service revenue or Other revenue depending

on what type of service they are related to.

⁎ Discounts are, in all material aspects, not recognised

in their full effect in the period the discounts are given

to the customer. The discount is proportionally

allocated to all performance obligations (distinct

goods/services delivered) in the contract and

Ice Group Scandinavia Holdings AS Annual Report 2020

recognised when the underlying performance is

recognised over the contract period.

Operating and other expenses

Operating expenses comprises cost of goods sold for

operating the network; site leases, transmission costs,

carrier services, IT-costs and fieldwork and maintenance.

Other expenses are related to retailer commissions and

other customer acquisition costs, marketing and public

relations, customer services and office costs. All these

operating costs are expensed as incurred.

Intangible assets

Licenses and similar rights

Separately acquired trademarks and licenses are shown at

historical cost less amortisation. Licenses and trademarks

acquired in a business combination are recognised at fair

value at the acquisition date. Licenses have a finite useful

life and are carried at cost less accumulated amortisation.

Amortisation is calculated using the straight-line method

to allocate the cost of trademarks and licenses over their

estimated useful lives of 10 to 20 years.

Customer relationships

Separately acquired customer relationships are shown at

historical cost less amortisation. Customer relationships

acquired in a business combination are recognised at fair

value at the acquisition date. Customer relationships have

a finite useful life and amortisation is calculated using an

accelerated amortisation method over their estimated

useful lives, meaning higher amortisation expense in the

first few years after the acquisition.

Capitalised development costs

Costs associated with maintaining computer software

programmes are recognised as an expense as incurred.

Development costs that are directly attributable to the

design and testing of identifiable and unique software

products controlled by the Group are recognised as

intangible assets when the following criteria are met:

⁎ it is technically feasible to complete the software

product so that it will be available for use;

⁎ management intends to complete the software

product and use it;

⁎ there is an ability to use the webpage or software

product;

⁎ it can be demonstrated how the software product

will generate probable future economic benefits;

⁎ adequate technical, financial and other resources

to complete the development and to use or sell

the software product are available; and

⁎ the expenditure attributable to the software

product during its development can be reliably

measured.

Costs that are directly attributable as part of the software

product, including the software development employee

costs, are capitalised within other intangible assets but

also within technical equipment (tangible assets). Some of

the work is strongly connected do the development of the

technical equipment.

Capitalised development costs are shown at historical cost

less accumulated amortisation. Amortisation is

commenced when the asset is ready for use. Useful

lifetime is assessed based on the period of the future

economic benefits. The useful lifetimes are estimated to

3-5 years and amortisation is recognised linearly over the

period. Other development expenditures that do not

meet these criteria are recognised as an expense as

incurred. Development costs previously recognised as an

expense are not recognised as an asset in a subsequent

period.

Property and technical equipment

Property and technical equipment are stated at historical

cost less depreciation. Historical cost includes

expenditure that is directly attributable to the acquisition

of the items. Subsequent costs are included in the asset’s

carrying amount or recognised as a separate asset, as

appropriate, only when it is probable that future economic

benefits associated with the item will flow to the Group

and the cost of the item can be measured reliably. The

carrying amount of the replaced part is derecognised. All

other repairs and maintenance are charged to the

statement of comprehensive income during the financial

period in which they are incurred.

Each part of a tangible asset with an acquisition value that

is significant in relation to the total acquisition value is

depreciated separately. Constructions in progress are not

depreciated until they are ready for use. Depreciation on

tangible assets is made on a linear basis;

- Property 11 years

- Technical equipment 5-25 years

- Equipment and tools 5 years

- Other tangible assets 3-5 years

The assets’ residual values and useful lives are reviewed

and adjusted, if appropriate, at the end of each reporting

period. An asset’s carrying amount is written down

immediately to its recoverable amount if the asset’s

carrying amount is greater than its estimated recoverable

amount.

Gains and losses on disposals are determined by

comparing the proceeds with the carrying amount and are

recognised in line ‘Other expenses’ in the statement of

comprehensive income.

Ice Group Scandinavia Holdings AS Annual Report 2020

Leases

Right of use assets

Ice Scandinavia recognises right-of-use assets at the

commencement date of the lease (i.e., the date the

underlying asset is available for use). Right-of-use assets

are measured at cost, less any accumulated depreciation

and impairment losses, and adjusted for any

remeasurement of lease liabilities. The cost of right-of-use

assets includes the amount of lease liabilities recognised,

initial direct costs incurred, and lease payments made at

or before the commencement date less any lease

incentives received. The cost of a right-of-use asset also

includes an estimate of costs to be incurred by the Group

in dismantling and removing the underlying leased asset

(Asset Retirement Cost). Unless the Group is reasonably

certain to obtain ownership of the leased asset at the end

of the lease term, the recognised right-of-use assets are

depreciated on a straight-line basis over the shorter of its

estimated useful life and the lease term. Right-of use

assets are subject to impairment assessments.

Lease term

The lease contracts primarily consist of site leases, office

leases and frequency leases. The lease agreements,

except as described below, is set to the non-cancellable

period of the lease. The lease terms for the site- and

office leases include extension and termination options

for lessee and lessor, with a varied extension period. Ice

Scandinavia assesses if these options give either lessee

or lessor a more than insignificant economic penalty by

either exercising the option for early termination or not

exercising the option for extension. The Group has

assessed that there is economic penalty that is more

than insignificant in this regard. As a consequence, the

Group has assessed that it will choose to exercise the

option to extend site leases, and not exercise the options

for early termination, since site leases are vital for the

Group’s business. It is also assessed that it is reasonably

certain that options to extend office leases will be

exercised, as there is no indication that the Group would

need to increase or decrease the office areas in the

unforeseeable future.

The lease term for site- and office leases is set to the date

of which a majority of the Group’s frequency licenses

expire (at 31 December 2033). As long as the Group has

the frequency licenses, each of the Group can, and have

significant incentive to, continue to run the business and

will incur cost when changing site locations.

Lease liabilities

At the commencement date of the lease, Ice Scandinavia

recognises lease liabilities measured at the present value

of lease payments to be made over the lease term. The

lease payments include fixed payments (including in-

substance fixed payments) less any lease incentives

receivable, variable lease payments that depend on an

index or a rate, and amounts expected to be paid under

residual value guarantees. The lease payments also

include the exercise price of a purchase option reasonably

certain to be exercised by the Group and payments of

penalties for terminating a lease, if the lease term reflects

the Group exercising the option to terminate. The variable

lease payments that do not depend on an index or a rate

are recognised as expense in the period in which the event

or condition that triggers the payment occurs.

In calculating the present value of lease payments, Ice

Scandinavia uses the incremental borrowing rate at the

lease commencement date if the interest rate implicit in

the lease is not readily determinable. After the

commencement date, the amount of lease liabilities is

increased to reflect the accretion of interest and reduced

for the lease payments made. In addition, the carrying

amount of lease liabilities is remeasured if there is a

modification, a change in the lease term, a change in the

in-substance fixed lease payments or a change in the

assessment to purchase the underlying asset.

Ice Scandinavia remeasures the lease liability upon the

occurrence of certain events. Generally, the amount of

remeasurement of the lease liability is recognised as an

adjustment to the right-of-use asset.

The right-of-use asset is accounted for as a non-current

asset in the consolidated balance sheet. The liability is

recorded in “Finance lease liabilities”, broken down into

current and long-term components on separate

accounts.

Lease payments are broken down into interest and

amortisation of the liability.

The interest is distributed over the lease period so that

an amount corresponding to the fixed interest amount

payable on the liability reported in each period is

charged to each reporting period.

Short-term leases and leases of low-value assets

Ice Scandinavia applies the short-term lease recognition

exemption to its short-term leases, i.e. those leases that

have a lease term of 12 months or less from the

commencement date and do not contain a purchase

option. The Group also applies the lease of low-value

assets recognition exemption to leases that are

considered of low value. Lease payments on short-term

leases and leases of low-value assets are recognised as

expense on a straight-line basis over the lease term.

Variable lease payments

There are no contracts with variable lease payments.

Incremental borrowing rate

If there is an implicit interest rate in the contracts that is

readily determinable, that rate is applied. Generally, the

interest rate implicit in the lease contracts is not readily

determinable. Ice Scandinavia has assessed an

Ice Group Scandinavia Holdings AS Annual Report 2020

incremental borrowing rate to be applied on all contracts

where there is not an implicit interest rate readily

determinable, to discount the present value of future

lease payments.

The incremental borrowing rate is the rate of interest

that a lessee would have to pay to borrow over a similar

term, and with similar security, the funds necessary to

obtain an asset of a similar value to the right-of-use asset

in a similar economic environment.

In assessing the incremental borrowing rate, the Group

uses the weighted average interest rate of issued bonds

as the basis for determining the rate. Ice Scandinavia

further evaluates the credit spread for the lessee

companies in the Group. Due to the fact that the bonds

are issued in the parent company of the lessee holding the

majority of the lease contracts, Ice Scandinavia has

assessed that there will only be a slight difference

between the bonds being issued in the parent company or

the lessee company. This means there will be a low credit

spread added on the weighted average interest rates of

the issued bonds when assessing the incremental

borrowing rate for the lessee company.

To reflect the change in the economic environment over

time, the Group adds the change in 10-year swap rates

from bond issue to reporting period to the assessment of

the incremental borrowing rate. This has been chosen

since the lease term on almost all of the Group’s lease

contracts is site leases that run for a time period of at

lease ten years.

Ice Scandinavia will not use the change in market value of

the bond loans as an element in the calculation of the

incremental borrowing rate as the bonds are not liquid

and Management has assessed that is has no direct

correlation with the financial development within the

Group.

Please see note 3 for management judgement on renewal

options. For additional information on leases and carrying

values, see note 14.

Subsequent measurement

At each balance date the lease liability and right-of-use

asset are subsequently remeasured in case of a change in:

lease term, assessment of a purchase option, or future

lease payments.

Ice group remeasures the right-of-use asset using a cost

model as described in IFRS 16.30 to 33. The right-of-use

asset is depreciated using a straight-line method of

depreciation over the lease period.

Right-of-use assets shall be tested for impairment in

accordance with IAS 36 Impairment of assets. Ice Group

defines a revenue generating unit (RGU) as a unique

number identifier enabling a customer access to a product

offering in the billing system (subscription). Examples of

product offerings are smartphone services and mobile

broadband. Further, the Group separates between a

subscriber and a customer. A subscriber is the end user of

the RGU while the customer is the legal owner (individual

or business) who has a contract with Ice Group for the

provision of products and services. A customer can have

one or more RGUs. Subscriptions sold by the Group are

not recognised as assets and are thus not a CGU as

defined in IAS 36.

The Group’s assets consist of base stations, antennas,

other technical equipment, site leases, licenses and IT

software. These are all necessary components in order to

give the customers access to the complete infrastructure

and the services bought by the customers. Each separate

component dose not generate cash flows that at

independent of each other. The cash flows are dependent

on the leased areas for the base stations in order to be

able to set up masts and technical equipment to be able

to offer customers voice and data traffic in a given

geographical area. Furthermore, there is a dependency

between all the base stations in the Group’s network as

customers are roaming and thus use different parts of the

network depending on geographical location. Finally, IT

software is important in order to ensure that the

customers get the service they need from the individual

base stations.

It is not possible to estimate which RGU to use to calculate

value for an individual asset, as the RGU uses different

assets based on geographical location, and the RGUs

roam. Because of this, assets are tested for impairment in

total.

Ice Group uses a discounted cash flow method to estimate

future earnings from RGUs and compare this value to

booked value of total assets.

The Group remeasures the carrying amount of lease

liabilities in accordance with IFRS 16.39 to 43.

Costs to obtain and fulfil customer

contracts

Ice Scandinavia capitalises the incremental costs to obtain

and to fulfil customer contracts as an other non-current

asset if the cost is expected to be recovered, which means

that these items are now amortised as investment

expenditures (“Costs to obtain and fulfil customer

contracts”) instead of being a direct operating expense.

The useful lives are evaluated on a quarterly basis and

reflect the customer lifetime, currently 3 years on average.

Costs to obtain and fulfil customer contracts are

amortised as Other expenses and Operating expenses,

respectively.

Impairment of non-financial non-

current assets

Intangible assets that have an indefinite useful life or

intangible assets not ready to use are not subject to

Ice Group Scandinavia Holdings AS Annual Report 2020

amortisation and are tested annually for impairment.

Tangible and intangible non-financial assets that are

subject to amortisation or depreciation are reviewed for

impairment whenever events or changes in circumstances

indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which

the asset’s carrying amount exceeds its recoverable

amount. The recoverable amount is the higher of an

asset’s fair value less costs of disposal and value in use.

For the purposes of assessing impairment, assets are

grouped at the lowest levels for which there are largely

independent cash inflows (cash-generating units). The

Group uses discounted cash-flow calculations for the

impairment tests.

Financial instruments

Classification

The Group classifies its financial assets and liabilities in the

following categories: financial assets at fair value through

profit (FVTPL), and financial assets and financial liabilities

at amortised cost. The classification of financial assets

depends on the business model of Hold to collect or Hold

to collect and sell, as well as the financial asset meeting

the criteria of SPPI (cash flows consist of solely payments

of principle and interest). Management determines the

classification of its financial instrument at initial

recognition. Currently the Group does not have any

financial liabilities at FVTPL. There are no financial assets

at FVTPL or the other IFRS 9 category of fair value over

other comprehensive income (FVOCI).

Financial assets at amortised cost

Financial assets at amortised cost are non-derivative

financial assets with fixed or determinable payments

meeting the SPPI criteria and that are not quoted in an

active market. They are included in current assets, except

for maturities greater than 12 months after the end of the

reporting. These are classified as non-current assets. The

Group’s financial assets at amortised cost comprise ‘trade

receivables’ and ‘cash and cash equivalents’ in the balance

sheet and the financial instruments recorded in other

receivables.

Financial liabilities

All financial liabilities are at amortised cost, and interest is

determined using the effective interest method, except for

the lease liabilities where Ice Scandinavia uses the

incremental borrowing rate. These liabilities are the

Group’s borrowings, trade payables, lease liabilities and

the part of current liabilities related to financial

instruments are classified as other financial liabilities.

Recognition and measurement

Regular purchases and sales of financial assets are

recognised on the trade-date – the date on which the

Group commits to purchase or sell the asset. Investments

are initially recognised at fair value plus transaction costs

for all financial assets not carried at fair value through

profit or loss. Financial assets are derecognised when the

rights to receive cash flows from the investments have

expired or have been transferred and the Group has

transferred substantially all risks and rewards of

ownership. Financial liabilities are derecognised when the

contractual obligations have been completed or otherwise

terminated.

All financial assets and financial liabilities at amortised

cost are measured using the effective interest method.

Impairment of financial assets

The Group assesses, on a forward-looking basis, the

expected credit losses associated with its financial assets

carried at amortised cost. The impairment methodology

applied depends on whether there has been a significant

increase in credit risk.

For trade receivables, the Group applies the simplified

approach permitted by IFRS 9, which requires expected

lifetime losses to be recognised from initial recognition of

the receivables. See note 18 for additional details.

As of 31 December 2021, the Group has no financial assets

held at fair value over the profit or loss.

Joint ventures

Joint venture is a joint arrangement whereby the partners

that have joint control of the arrangement have rights to

the net asset of the joint arrangement. Joint control is the

contractually agreed sharing of control of an

arrangement, which exists only when decision about the

relevant activities requires unanimous consent of the

parties sharing control. The Group has one joint venture,

Smartkom AS.

Joint ventures are included in the consolidated financial

statements using the equity method from the date the

Group’s significant influence or joint control commences

until the date it ceases. The Group’s share of the joint

venture’s profit for the financial period is shown as a

separate item after the Group’s operating result, on the

line Share of net profit from joint ventures. The Group’s

share of the joint venture’s changes recorded in other

comprehensive income is recorded in the Group’s other

comprehensive income. If the Group’s share of the joint

venture's losses exceeds its interest in the company, the

carrying amount is written down to zero.

Inventory

Inventories are stated at the lower of cost and net

realisable value. Cost is determined using the first-in, first-

out (FIFO) method. Net realisable value is the estimated

selling price in the ordinary course of business, less

applicable variable selling expenses.

Ice Group Scandinavia Holdings AS Annual Report 2020

Trade receivables

Trade receivables are financial instruments and represent

the amount due from customers for merchandise sold or

services performed in the ordinary course of business. If

collection is expected in one year or less (or in the normal

operating cycle of the business if longer), they are

classified as current assets. If not, they are presented as

non-current assets.

Trade receivables are recognised initially at fair value and

subsequently measured at amortised cost using the

effective interest method, less a loss allowance for

impairment determined using the expected credit loss

model for lifetime expected losses.

Cash and cash equivalents

Cash and cash equivalents in the cash flow statement

include highly liquid short-term investments that can be

easily converted into a known amount, are exposed to

insignificant risk and have a maximum maturity of 3

months. Cash and cash equivalents for 2021 and 2020 did

not include any highly liquid short-term investments.

Trade payables

Trade payables are financial instruments and represent

obligations to pay for goods or services that have been

acquired in the ordinary course of business from

suppliers. Account payables are classified as current

liabilities if payment is due within one year or less (or in

the normal operating cycle of the business if longer). If not,

they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and

subsequently measured at amortised cost using the

effective interest method.

Borrowings

Borrowings are recognised initially at fair value, net of

transaction costs incurred. Borrowings are subsequently

carried at amortised cost; any difference between the

proceeds (net of transaction costs) and the redemption

value is recognised in the statement of comprehensive

income over the period of the borrowings using the

effective interest method.

Borrowings are classified as current liabilities unless the

Group has an unconditional right to defer settlement of

the liability for at least 12 months after the reporting

period.

Current and deferred income tax

The tax expense for the period comprises current and

deferred tax. The current income tax charge is calculated

on the basis of the tax laws enacted or substantively

enacted at the balance sheet date in the countries where

the company and its subsidiaries operate and generate

taxable income.

Tax is recognised in the statement of comprehensive

income, except to the extent that it relates to items

recognised in other comprehensive income. In such cases,

the tax is also recognised in other comprehensive income.

Deferred income tax is recognised on temporary

differences arising between the tax bases of assets and

liabilities and their carrying amounts in the consolidated

financial statements. However, deferred tax liabilities are

not recognised if they arise from the initial recognition of

goodwill; deferred income tax is not accounted for if it

arises from initial recognition of an asset or liability in a

transaction other than a business combination that at the

time of the transaction affects neither accounting nor

taxable profit or loss. Deferred income tax is determined

using tax rates (and laws) that have been enacted or

substantively enacted by the balance sheet date and are

expected to apply when the related deferred income tax

asset is realised, or the deferred income tax liability is

settled.

Deferred income tax assets are recognised only to the

extent that it is probable that future taxable profit will be

available against which the temporary differences can be

utilised.

Deferred income tax assets and liabilities are offset when

there is a legally enforceable right to offset current tax

assets against current tax liabilities and when the deferred

income taxes assets and liabilities relate to income taxes

levied by the same taxation authority on either the same

taxable entity or different taxable entities where there is

an intention to settle the balances on a net basis.

Employee benefits

Pension obligations

A defined contribution plan is a pension plan under which

the Group pays fixed contributions to a separate entity.

The Group has no legal or constructive obligations to pay

further contributions if the fund does not hold sufficient

assets to pay all employees the benefits relating to

employee service in the current and prior periods.

For defined contribution plans, the Group pays

contributions to publicly or privately administered

pension insurance plans on a mandatory, contractual or

voluntary basis. The Group has no further payment

obligations once the contributions have been paid. The

contributions are recognised as employee benefit

expense when they are due. Prepaid contributions are

recognised as an asset to the extent that a cash refund or

a reduction in the future payments is available.

Termination benefits

Termination benefits are payable when employment is

terminated by the Group before the normal retirement

Ice Group Scandinavia Holdings AS Annual Report 2020

date, or whenever an employee accepts voluntary

redundancy in exchange for these benefits.

The Group recognises termination benefits when the

Group can no longer withdraw the offer of those benefits.

In the case of an offer made to encourage voluntary

redundancy, the termination benefits are measured

based on the number of employees expected to accept

the offer. Benefits falling due more than 12 months after

the end of the reporting period are discounted to their

present value.

Share-based payments

IFRS 2 distinguishes between payments settled with cash

and payments settled with equity instruments. The fair

value of an equity-settled share-based payment is

determined on the allotment date and the difference

between this value and the payment the employee makes

for the warrants is recognised as a cost over the vesting

period with equity as the offsetting entry. Social security

costs are recognised through profit or loss. The Group has

only equity instrument settled payments.

Cash flow statement

The Group presents the statement of cash flows using the

indirect method. Cash inflows and outflows are shown

separately for investing and financing activities, while

operating activities include both cash and non-cash line

items. Operating interests received and paid are reported

as a part of operating activities. Interests paid on

borrowings are included as a part of financing activities.

Value Added Tax and other similar taxes are regarded as

collection of tax on behalf of authorities and are reported

net.

The cash flow statement includes businesses disposed of

up to the date of disposal.

Share capital

All shares are classified as equity.

Transaction costs in relation to equity transactions are

recognised in equity net of tax.

Note 2 – Financial risks

The Group's activities expose it to a variety of financial

risks: market risk (currency risk, fair value interest rate risk

and cash), credit risk and liquidity risk. The Group does not

use derivative instruments to hedge risk exposures.

Risk management is handled by Group management

under policies approved by the Board. Group treasury

identifies, evaluates and hedges financial risks in close

cooperation with the Group's operating units. The Board

establishes written policies for overall risk management.

The following describes the Group's estimated risk

exposure and related risk management.

Market risk

(a) Foreign exchange risk

Exchange rate fluctuations affect the Group’s

financial results through translation of the profit

and loss accounts and balance sheets of foreign

subsidiaries to Norwegian krone (translation

exposure). All external debts are denoted in NOK.

After divesting the Danish operations in May 2020,

the foreign exchange risk exposure from balance

sheets of foreign subsidiaries is deemed as very

low.

(b) Interest rate risk relating to cash flows and fair values

As the Group has no significant interest-bearing

assets, the Group's revenues and cash flows from

operating activities are substantially independent

of changes in market interest rates.

The Group's interest rate risk arises from long-term

borrowings at variable interest rates, where the risk

lies in the fluctuation of 3-month NIBOR. The Senior

Secured and two Senior Unsecured bonds of a total

NOK 3.1 billion are running with an interest rate of

NIBOR +4.00%, NIBOR +5.25% and NIBOR +8.00%,

respectively. All other loans run with fixed interest

rates.

See the sensitivity analysis below.

Credit risk

Credit risk is managed on Group level, with the exception

of credit risk relating to outstanding accounts receivable.

Each Group company is responsible for monitoring and

analysing the credit for each new customer before the

standard terms of payment and delivery offered. Due to

the end customer structure, the Group deems this risk as

fairly low.

Liquidity risk

Liquidity risk is the risk that the Group may not have

sufficient liquid financial resources to meet its obligations

when they fall due or would have to incur excessive costs

to do so. The Group assesses, monitors and manages its

liquidity needs on an ongoing basis. The Group maintains

a ten year business plan and compares its liquid financial

resources against the business plan as well as known

commitments and change in planned operational

development on a monthly basis. Through this analysis

the Group seeks to identify liquidity needs in a timely

Ice Group Scandinavia Holdings AS Annual Report 2020

manner and make the necessary adjustments to address

the risk of insufficient liquid resources.

The Group also prepares expected cash flow forecasts for

the short and long term and the level of liquid assets

necessary to meet these are considered. This is generally

carried out in the respective companies in the Group.

Furthermore, balance sheet liquidity ratios are monitored

against internal and external regulatory requirements on

a monthly basis.

Please see the Group's main long-term financial liabilities

classified according to the time on the closing date until

the contractual maturity date, in note 22 Borrowings and

in note 14 Leases.

Capital management

The Group's target with respect to capital is to safeguard

the Group's ability to continue its operations so that it can

continue to provide returns for shareholders and benefits

for other stakeholders and to maintain an optimal capital

structure to reduce the cost of capital. With regards to the

capital structure, please also see the financial covenants

to the bondholders in note 22 Borrowings.

To maintain or adjust the capital structure, the Group may

adjust the dividend paid to shareholders, return capital to

shareholders, issue new shares or sell assets to reduce

debt.

Similar to other companies in the industry, the Group

assesses capital on the basis of the gearing ratio. This ratio

is calculated as net debt divided by total capital. Net debt

is calculated as total gross borrowings (including current

borrowings and non-current borrowings) less cash and

cash equivalents. Total capital is calculated as equity plus

net debt.

The following table shows the Group's financial liabilities measured at amortised cost in the consolidated statements of

financial position as at 31 December 2021.

31 Dec 2021 31 Dec 2020

NOK millions

Carrying

amount

Fair value

Carrying

amount

Fair value

Senior Unsecured bond ISIN NO 001 0864002 912 934

908

930

Senior Unsecured bond ISIN NO 001 0789035

525

516

521

511

Senior Secured bond ISIN NO 001 0939788

1,375

Senior Secured bond ISIN NO 001 0807092

1,407

1,411

Ice Group ASA loan 731 731

504

AINMT Holdings AB loan

101

1) Bondholders of the NOK 800 million Senior Unsecured Bond (ISIN NO 001 0789035) issued in April 2017 were offered to redeem their current bond holdings and reinvest in the new bond. As a result of the offer, Ice Group Scandinavia Holdings AS redeemed

NOK 280.5 million of the total NOK 800 million par outstanding during Q4 2019 from bondholders in the NOK 800 million bond issue that then reinvested in the NOK 900 million bond.

Sensitivity analysis

The factors below show the hypothetical effect on Group’s

profit, should some factors change. The calculations are

hypothetical and should neither be considered as an

indicator of either of these factors being more or less likely

to change, nor the size of the magnitude of the change.

Real changes and their effects may be larger or smaller

than presented below. In addition, it is likely that the real

changes will affect other items, and that actions by the

Group and others, as a result of the changes, may come

to affect other items.

The sensitivity analysis should therefore be interpreted

with caution.

Debt interest rates

The Group’s debts, except for the bonds, all run with fixed

interest rates. The bonds run with NIBOR +8.00% points,

+5.25% points and +4.00% points, respectively. A

decrease/increase of 1% point in NIBOR would have had a

positive/negative effect on the Group’s interest expense of

approximately NOK 26 million for the year 2021.

NOK millions

2021

2020

Gross Interest-bearing Debt

3,651

3,415

Less cash and cash equivalents (note 21)

-345

-525

Net debt

3,306

2,890

Total equity

-1,049

-440

Total capital

2,257

2,450

Net Debt/Total capital ratio

146%

118%

Ice Group Scandinavia Holdings AS Annual Report 2021

Note 3 – Critical accounting estimates and judgements

The Group makes estimates and assumptions concerning

the future. The resulting accounting estimates will, by

definition, rarely equal the related actual results. The

estimates and assumptions that have a significant risk of

causing a material adjustment to the carrying amounts of

assets and liabilities within the next financial year are

addressed below.

Estimates and judgements are continually evaluated and

are based on historical experience and other factors,

including expectations of future events that are believed

to be reasonable under the circumstances.

Valuation of non-current intangible and tangible

assets

If the recoverable amount of an intangible or tangible non-

current asset – licenses, customer relationships, property,

technical equipment, equipment and tools and other

tangible and intangible assets - falls below the book value,

an impairment loss is recognised. The assets are tested for

impairment annually. If there are indications of

impairment during the year, an impairment test is

prepared. A number of factors are analysed in order to

assess whether there is any indication of impairment. If

such indication exists, an impairment test is prepared

based on management’s estimate of future discounted

cash flows.

As the RGU uses different assets based on geographical

location and the RGU’s roam, it is not possible to estimate

which RGU to use to calculate value for an individual asset.

Therefore, assets are tested for impairment in total.

The estimates used to determine future cash flows and

the discount rate used when calculating value in use are

subject to uncertainty. The assumptions applied are as

follows:

Average rates of growth in operating revenue are based on

management’s expectations of future conditions in the

markets in which the business operates. The assumed

long-term growth rate beyond the budgets and strategic

plans approved by the Board cannot be higher than the

long-term rate of growth in the economy where the

business operates.

EBITDA margins are based on the volume/margins

achieved historically, adjusted for expected future

developments in market conditions. Programs to improve

efficiency that are approved and committed are taken into

account in determining the expected future EBITDA

margins.

Investments needs and costs may vary significantly

depending on external factors and technical

development. It is assumed that the investments that are

necessary to achieve the expected growth in revenue will

be carried out.

Future cash flows are discounted to present value using a

discount rate based on a calculation of a weighted average

cost of capital (“WACC”).

Significant judgement in determining the lease term

of contracts with renewal options

The Group determines the lease term as the non-

cancellable term of the lease, together with any periods

covered by an option to extend the lease if it is reasonably

certain to be exercised, or any periods covered by an

option to terminate the lease, if it is reasonably certain not

to be exercised. The Group applies judgement in

evaluating whether it is reasonably certain to exercise an

option to renew a lease contract, considering all relevant

factors that create an economic incentive for the Group to

exercise the renewal or not exercise an option to

terminate. The threshold for being reasonably certain is

lower than virtually certain and higher than more likely

than not under IAS 37 Provision, contingent liabilities and

contingent assets. After the commencement date, the

Group reassesses the lease term if there is a significant

event or change in circumstances that is within its control

and affects its ability to, or not to, exercise the option to

renew.

The main part of Scandinavia’s lease contracts, excluding

spectrum licences, relates to the sites with the mobile

networks and office property. For assessing the useful life

of these assets, the Group considers factors such as

technology development, business model and potential

business combinations. Hence, the lease term does not

affect the Group’s determination of useful life of own

assets or other non-removable leasehold improvements

determined for the purposes of depreciation charges.

Going concern

As of 31 December 2021, the consolidated total equity is

negative by NOK 1,049 million. The Group is in need of

new capital in order to satisfy its obligations.

Ice Group has since November 2021 been in discussions

with several parties regarding new capital to fund a new

business plan.

Ice Group has since November 2021 been in discussions

with several parties regarding new capital which has been

challenging due to a complicated capital structure, which

the Group is looking to optimize. The Group contemplated

a capital raise of NOK 2,500 million, where the proceeds

were going to repay the Goldentree PIK notes and fund a

new business plan.

The Group has, together with its advisors DNB Bank ASA,

Pareto Securities AS and Lazard, received and evaluated

offers and proposals on several different structures from

different investors. This has left the Group with various

options to secure the continued business operation of the

Group and various impact on the capital structure and

Ice Group Scandinavia Holdings AS Annual Report 2021

operations. The Board has chosen to focus on certain

limited options.

On 18 February 2022 Ice Group ASA announced that Ice

Group ASA and its subsidiary AINMT Holdings AB

("AINMT", together with Ice Group ASA referred to as “Ice”)

have decided to enter into a Heads of Terms agreement

with Lyse AS (“Lyse”) regarding the sale of Ice Group

Scandinavia Holdings AS (“IGSH”) (the “Transaction”). The

Transaction includes the acquisition by Lyse of all issued

and outstanding shares of IGSH, and such additional

assets and shares which normally belong to the business

of Ice (including 100% of the shares of Ice Communication

Norge AS and subsidiary), Phonepartner Norge Holding AS

and subsidiary and Ice Retail Holding AS and subsidiary

(the “Business”). The enterprise value of the Business

implied by the Transaction is approximately NOK 5,560

million and Ice expects to receive cash proceeds of

approximately NOK 3 billion following completion of the

Transaction. The cash proceeds (net of transaction fees)

will be applied in repayment of the settlement amount

regarding the dispute between GoldenTree and AINMT

and the Ice Group ASA’s liabilities under the SEK 340

million perpetual loan and the NOK 689.1 million

convertible bond (each including capitalised interest,

accrued and uncapitalised interest and applicable call

premium) totalling approximately NOK 2.9 billion. After

closing of the Transaction, the Ice Group ASA expects that

there will only be a limited residual amount left for the

equity holders.

The board and management of Ice Group ASA have

explored multiple potential transactions to achieve a

successful refinancing solution. A refinancing has been

deemed necessary to have a sufficient liquidity and equity

to continue its current and planned business. The

refinancing process has been challenging due to the

complex capital structure and different creditor

preferences. Discussions with creditors, shareholders and

a range of potential new investors have been conducted

to explore all options for a successful refinancing solution,

and the goal has been to protect and maximise all

stakeholder values in this process. The board and

management of Ice Group ASA have received and

evaluated offers and proposals on several different

structures and solutions from several investor groups. The

board's decision is unanimous and is due to the

Transaction being the overall best alternative for the Ice

Group ASA’s stakeholders. The Transaction will enable

continued development of the third mobile network in

Norway and strengthening the overall telecom

infrastructure.

On 4 March 2022 Ice Group ASA announced that it has

entered into a definitive sale and purchase agreement

with Lyse. Completion of the Transaction is subject to

regulatory approvals and approval by the stakeholders of

the Ice Group ASA, including shareholders of Ice Group

ASA in the EGM. Ice Group ASA has received preapprovals

for the transaction from shareholders representing

approximately 80% of the shares as well as from relevant

creditors, and the sales agreement was approved by the

General Meeting on 21 March by 94.5% of the shares

represented. Closing of the Transaction is targeted for the

end of March. The Transaction is contingent on approval

by the regulators and the stakeholders. On 21 March

2022, the Company announced that the Norwegian

Competition Authority (“NCA”) has processed and closed

the case. On 25 March 2022, the Company announced that

the Norwegian Communications Authority (“Nkom”) will

approve the transfer of all frequency licenses. All material

closing conditions are now completed.

Please refer to Note 28 – Subsequent events for more

information.

The Board confirms that the prerequisites for the going

concern assumption exist, and that the financial

statements have been prepared based on a going concern

basis in accordance with section 3-3a of the Norwegian

Accounting Act and IAS1, p. 25-26.

Ice Group Scandinavia Holdings AS Annual Report 2021

Note 4 – Segment information

The segment information is reported in accordance with

the reporting to Group Executive Management (chief

operating decision-makers) and is consistent with

financial information used by this body for assessing

performance and allocating resources and is based on

geographical location. Growth is measured from service

revenues, and profitability is measured from EBITDA

performance, both by business activity.

2021

NOK millions

Smartphone

service revenue

MBB service

revenue

Other

operating

revenue

Total

revenue

EBITDA

adjusted

CAPEX

Norway

1,786

323

2,173

423

760

Other

-20

Total

1,786

323

2,173

404

760

2020

NOK millions

Smartphone

service revenue

MBB service

revenue

Other

operating

revenue

Total

revenue

EBITDA

adjusted

CAPEX

Norway 1,593

313 84

1,990

963

Other

-11

Total

1,593

317

1,994

963

The 'Other' segment consists of reporting figures from

the Group's non-operating companies. Furthermore, the

reporting figures from Denmark, which was sold in May

2020, are included in the 'Other' segment due to it being

an immaterial part of Ice Group’s financial information,

not of continuing significance to Group Executive

Management for assessing performance and allocation

of resources and not satisfying the criteria of operating

segments in accordance with IFRS 8.

Revenue from intercompany transactions is not included

in the segment information. Non-current assets exclude

financial assets and deferred tax assets, include

investments in contracts assets and business

combinations.

EBITDA adjusted

Ice Scandinavia defines EBITDA (Earnings Before Interests,

Taxes, Depreciations and Amortisations) adjusted as

operating profit after adjustment of expenses for

depreciation, amortisation and impairment losses, foreign

exchange differences recognised in income pertaining to

revaluation of items in the balance sheet and non-

recurring items. Any effects from business combinations

are not included. Also see Definitions.

NOK millions

2021

2020

Operating result

-188

-469

Depreciation and amortisation

581

525

EBITDA

393

Items related to network technical upgrade

Redundancy and other non-recurring costs

-0

Share-based compensation expenses (incl. social security costs)

EBITDA adjusted

404

Note 5 – Revenues by type

NOK millions

2021

2020

Smartphone service revenue

1,786

1,593

MBB service revenue

323

317

Revenue from sale of Customer Premises Equipment (“CPE”)

-2

Other operational revenue

Total revenues

2,173

1,994

Ice Group Scandinavia Holdings AS Annual Report 2021

Smartphone service revenue includes sale related to voice

subscriptions, messaging, data and content, extra

packages, startup-fees, interconnect, and carrier services.

MBB service revenue is related to sale of MBB subscriptions,

data and content, extra packages, startup-fees, CPE rent,

interconnect, carrier services and wholesale (including

M2M).

CPE revenue is mainly related to sale of routers,

accessories (antennas, batteries, etc.) and smartphone

handsets.

Other operational revenue includes invoice fees, breach-of-

contract fees, and admin fees as billing, reminder and

collection fees.

Note 6 – Revenue from contracts with customers

Disaggregation of revenue from contracts with customers

The group derives revenue from the transfer of services over time and at a point in time in the following major service lines

and geographical regions:

2021 Jan – Dec

Service revenue

Other revenue

NOK millions Norway

Other

Norway

Other

Total

Revenue from external customers

2,109

2,173

Timing of revenue recognition:

At a point in time

469

534

Over time 1,640

1,640

2020 Jan – Dec

Service revenue

Other revenue

NOK millions

Norway

Other

Norway

Other

Total

Revenue from external customers

1,906

1,994

Timing of revenue recognition:

At a point in time

409

492

Over time

1,497

1,502

Revenue from external customers comes in all material

aspects from service subscriptions, which are over time,

and CPE sales which are recognised at the point in time

of the sale.

Other revenue consists of CPE sales and other

operational revenue.

Assets and liabilities related to contracts with customers

The Group has recognised the following assets and liabilities related to contracts with customers:

NOK millions

31 Dec 2021

31 Dec 2020

Trade receivables 104 115

Contract assets included in Prepaid expenses and accrued income

Contract liabilities included in Accrued expenses and deferred income

Revenue recognised in relations to contracts liabilities

The following table shows how much of the revenue recognised in the current reporting period relates to carried-forward

contract liabilities and how much relates to performance obligations that were satisfied in a prior year.

NOK millions

2021

2020

Revenue from contract liabilities

Assets recognised from costs to fulfil a contract

In addition to the contract balances disclosed above, the group has also recognised an asset in relation to costs to fulfil

long-term contracts.

Ice Group Scandinavia Holdings AS Annual Report 2021

NOK millions

2021

2020

Costs to fulfil a contract at the beginning of the period

405

366

Costs capitalised during the period

263

302

Amortisation during the period

-263

-262

Costs to fulfil a contract at the end of the period

405

Note 7 – Sales and administrative expenses

NOK millions

2021 2020

Fees to auditors (see specification below)

Marketing costs

234

260

External services

Sales costs

395

350

Other expenses

Total

791

770

Fees and other remuneration to auditors

NOK thousands

2021

2020

PwC

Audit assignment

1,847

2,149

Other assurance services - -

Tax advisory

252

Other advisory services

Total

2,008

2,454

Tax advisory services regarding technical tax assistance and tax compliance.

Audit assignments involve examination of the annual

accounts, the Board and the CEO, other tasks incumbent

upon the auditor to perform. Further assurance services

principally include other attestation services required by

laws and regulations, attestations related to information

system, audits, attestations and agreed upon procedures

required by regulators and other third parties. Other

advisory services include advice or other assistance

resulting from observations of such review or

implementation of such other tasks. All amounts are

excluding VAT. The Group has not received any services

from any other audit firm than PricewaterhouseCoopers.

Note 8 – Employees

Average number of employees divided by country

2021

2020

Total

Of which men

Total

Of which men

Norway

233

156

234

157

Total

233

156

234

157

Employee benefit expenses

NOK millions

2021

2020

Salaries and other remuneration

237

206

Pension benefits

Other social costs

Other personnel related expenses

Capitalised expenses for development work

-37

-33

Total

263

232

Post-employment benefits. The Group has only defined contribution pension plans. All the related costs have been recognised in the statement of comprehensive income, which is the same as

the amount paid. The Group has no other post-employment benefits to employees.

See note 1 for further details on capitalisation.

Ice Group Scandinavia Holdings AS Annual Report 2021

NOK thousands

2021

Remuneration and other benefits Senior

executives

Base

salary

Bonus

Other

benefit

Pension

benefit

Total

Of which

carried by

the Group

Options

EoP

Eivind Helgaker / CEO

2,863

1,642

176

463

5,144

2,572

1,150,000

Henning Karlsrud

/ CFO

1,085

1,126

563

Ola Beinnes Fosse

/ CFO

800

680

1,578

789

250,000

Shiraz Abid / CCO

1,586

790

2,440

367,500

Martin Westersø / Chief of Staff

1,514

435

2,014

1,007

367,500

Jan-Erik Hvidsten / CTIO

1,460

510

2,035

367,500

Hans Heggenhaugen / B2B Director

1,395

412

1,872

367,500

Reynir Jóhannesson / Communication Director 1,368

366 7

1,798

367,500

Cathrine Wiig Ore

/ General Counsel

598

686

Kirsti Eidsvik

/ General Councel

731

200

993

180,000

Total

13,400

5,107

257

923

19,686

14,755

3,417,500

NOK thousands

2020

Remuneration and other benefits Senior

executives

Base

salary

Bonus

Other

benefit

Pension

benefit

Total

Of which

carried by

the Group

Options

EoP

Eivind Helgaker / CEO 2,852

1,679

148 453

5,132

2,566 800,000

Henning Karlsrud / CFO

2,659

1,736

127

118

4,640

2,320

250,000

Shiraz Abid / CCO

1,540

664

2,269

250,000

Martin Westersø / Chief of Staff

1,425

374

1,864

932

250,000

Jan-Erik Hvidsten / CTIO 1,418

425

7 58

1,908

1,908 250,000

Hans Heggenhaugen / B2B Director

1,367

333

1,765

250,000

Reynir Jóhannesson / Communication Director

1,263

307

1,634

250,000

Cathrine Wiig Ore / General Counsel

1,578

380

2,023

250,000

Total

14,102

5,898

317

919

21,236

15,418

2,550,000

1) Part of the executive management team until 28 February 2021.

2) Part of the executive management team from 1 September 2021.

3) Part of the executive management team from until 31March 2021.

4) Part of the executive management team from 1 June 2021.

5) Part of the senior executive team also carry out services for the non-Scandinavian part of Ice Group. Only the proportion of the time that they contribute to Ice Scandinavia is expensed in

the Group’s statement of comprehensive income.

The Board of Directors consist of 3 persons, with 2 persons from the Senior executives. No separate Board fee has been

paid to the Board members.

Costs expensed for Share-based incentive programs (see below) related to Senior executives amounted to NOK 8 (3)

million.

Guidelines for remuneration to senior executives and

CEO

Remuneration to the Chief Executive Officer (“CEO”) and

other senior executives consists of base salary, variable

remuneration, other benefits and share-based

compensation. Other senior executives are those seven

people who, together with the CEO, comprise the Group

management. Distribution between basic salary and

variable compensation shall be proportionate to the

executive's responsibility and authority. For senior

executives, variable pay is ranged between 15% and 85%

of base salary. Variable compensation is based on

performance in relation to individual targets.

CEO

The CEO is eligible to receive an annual bonus of up to 75%

of the annual base salary if conditions apply. The CEO is

entitled to a severance pay of 6 months base salary in case

of notice based on Company circumstances. The Group

has no difference in retirement benefits for executives

compared to other employees.

Share-based incentive program

On 29 March 2019, a long-term incentive program was

announced, a total of 3,522,000 options, each entitling the

holder to the issue of one share in Ice Group ASA with a

strike price of NOK 15.13. The latest exercise date for the

Ice Group Scandinavia Holdings AS Annual Report 2021

1,825,000 options held by current employees and board

members was 31 December 2020, while the latest exercise

date for the options held by others was 31 December

2019. Ice Group ASA aims to issue options for around 1.5%

of the shares to the employees within Ice Group ASA every

year.

On 20 December 2019 the Board extended the share

option program for former employees that expired in

December 2019 to 31 December 2020. The extension

included a total of 1,847,000 options, each entitling the

holder to the issue of one share in Ice Group ASA with a

strike price of NOK 15.13. All stock options lapsed in 31

December 2020 except for 20,000 options that were

exercised.

On 24 February 2020 the Board approved a new long-term

incentive program. The total number of options granted

was 2,550,000 where each option gives the holder the

right to acquire one share in Ice Group ASA with a strike

price of NOK 25. The options have a vesting period of four

years, with 25% of the options vesting each year and first

vesting one year after the grant date. Two exercise periods

per year will be set by Ice Group ASA. The options will

expire 7 years after the grant date.

On 3 February 2021 the Board approved a new long-term

incentive program. The total number of options granted

was 2,019,000 where each option will give the holder the

right to acquire one Ice Group ASA share with a strike price

of NOK 25. The options have a vesting period of four years,

with 25% of the options vesting each year and first vesting

one year after the grant date. Two exercise periods per

year will be set by the Company. The options will expire 7

years after the grant date.

At year-end 2021, the total number of outstanding options

is 3,417,500.

Note 9 – Taxes

NOK millions

2021

2020

Current taxes

Deferred taxes

-2

Total tax

-2

Reconciliation of effective tax

2021

2020

Result before tax

-611

-835

Income tax calculated at applicable tax rate of the Parent Company

135

184

Tax effects from:

- Non-taxable income and non-deductible items

- Adjustments of prior-year taxes

- Non-capitalised unused tax losses

-145

-194

Total tax

-2

Deferred taxes

2021

2020

Positive changes in deferred taxes

Negative changes in deferred taxes

-2

-28

Total deferred tax in the statement of income

-2

Deferred tax assets

2021

2020

Opening carrying amount

Changes recognised as income in the statement of income

Changes recognised as cost in the statement of income

-2

-28

Currency translation differences

Closing carrying amount

Whereof attributable to capitalised tax losses

Whereof attributable to temporary differences

Ice Group Scandinavia Holdings AS Annual Report 2021

Deferred tax liabilities

2021

2020

Opening carrying amount

-28

Changes recognised as income in the statement of income

Changes recognised as cost in the statement of income

Currency translation differences

Closing carrying amount

Whereof attributable to non-current assets

Net deferred taxes presented in the statement of positions

Deferred tax assets are recognised for tax loss carry

forwards to the extent that it is probable that they can be

utilised by future taxable profits. The Group did not

recognise deferred tax assets amounting to NOK 1,123

(954) million related to losses of NOK 5,105 (4,453) million,

which can be offset against future taxable profits. The

Group’s loss carry-forwards does not expire at any given

time, except for non-deductible internal interest that has

a lifetime of 10 years.

Note 10 – Financial income

NOK millions

2021

2020

Interest income

Currency gains

Other financial income

Total

Note 11 – Financial expenses

NOK millions

2021

2020

Interest expenses

-262

-221

Interest expenses related to leases

-158

-143

Currency losses

-4

Other financial expenses

-4

Total

-425

-368

Ice Group Scandinavia Holdings AS Annual Report 2021

Note 12 – Intangible assets

Intangible assets are presented below. For information regarding ROU-assets, please see note 14 - Leases.

NOK millions

Licenses and

similar rights

Customer

relationships

Other

intangible

assets

Total

Accumulated acquisition value 395 387 781

Accumulated amortisation

-258

-118

-377

Opening carrying value 1 January 2020

136

268

405

Changes during the year

Discontinued operations

Investments

120

Disposals

-0

Currency translation differences

Amortisation

-38

-82

-119

Closing carrying value

307

406

Accumulated acquisition value

393

499

892

Accumulated amortisation

-294

-192

-486

Closing carrying value 31 December 2020

307

406

Closing carrying value 31 December 2020,

right-of-use assets

1,565

Closing carrying value 31 December 2020,

intangible assets and right-of-use assets

1,565

307

1,971

Changes during the year

Discontinued operations

Investments

131

Disposals - -0 -0

Currency translation differences

Amortisation

-28

-87

-115

Closing carrying value

351

422

Accumulated acquisition value

393

624

1,017

Accumulated amortisation

-322

-274

-595

Closing carrying value 31 December 2021

351

422

Closing carrying value 31 December 2021,

right-of-use assets

1,959

Closing carrying value 31 December 2021, intangible

assets and right-of-use assets

1,959

351

2,381

Amortisation periods in years

10-20

3-5

Other intangible assets mainly consist of IT software and capitalised development costs.

Ice Group Scandinavia Holdings AS Annual Report 2021

Note 13 – Property, plant & equipment

Tangible assets are presented below. For information regarding ROU-assets, please see note 14 - Leases.

Technical equipment primarily consists of investments in

the Group's mobile telephone network, including amongst

other mobile telephone network equipment, radio

installations and other equipment.

Work in progress by 31 December 2021 consists primarily

of capitalised costs related to the technology upgrade and

migration projects. No interest has been capitalised

related to the projects.

NOK millions

Property

Technical

equipment

Equipment

and tools

Other

tangible

assets

Work in

progress

Total

Accumulated acquisition value 1,689

7 503 2,207

Accumulated depreciation

-679

-3

-6

-688

Opening carrying value 1 January

2020

1,010

503

1,518

Changes during the year

Discontinued operations

-0

Investments -

- 591 591

Disposals

-1

-3

Reclassifications, net

762

-762

Currency translation differences

-0

Depreciation

-232

-1

-0

-234

Closing carrying value

1,539

-0

331

1,874

Accumulated acquisition value

2,419

331

2,763

Accumulated depreciation -880

-4

-0 - -885

Closing carrying value 31 December

2020

1,539

331

1,874

Closing carrying value 31 December

2020, right-of-use assets 58 977

1 - 1,036

Closing carrying value 31 December

2020, tangible assets and right-of-

use assets

2,515

331

2,910

Changes during the year

Discontinued operations

Investments

323

Disposals -2

- - -2

Reclassifications, net

198

-198

Currency translation differences

Depreciation

-278

-1

-280

Closing carrying value

1,457

456

1,916

Accumulated acquisition value

2,614

456

3,077

Accumulated depreciation

-1,157

-3

-1,161

Closing carrying value 31 December

2021

1,457

456

1,916

Closing carrying value 31 December

2021, right-of-use assets

1,005

1,055

Closing carrying value 31 December

2021, tangible assets and right-of-use

assets

2,462

456

2,972

Depreciation periods in years

3-11

5-25

3-5

Ice Group Scandinavia Holdings AS Annual Report 2021

Note 14 – Leases

The note provides information for leases where the Group is a lessee. The rights-of-use assets stated below have been

recognised in the balance sheet as tangible and intangible fixed assets.

Right-of-use assets

The below table shows the commercial mobile spectrum licences that the Group holds as of 31 December 2021:

Spectrum (MHz)

Bandwidth (MHz)

Valid until

3,600 MHz

80 MHz

31 Dec 2041

410 MHz

2 x 1.8 MHz

31 Dec 2039

450 MHz

2 x 5 MHz

31 Dec 2039

700 MHz

2 x 10 MHz

31 Dec 2039

800 MHz

2 x 10 MHz

31 Dec 2033

900 MHz

2 x 5.1 MHz

31 Dec 2033

1,800 MHz

2 x 20 MHz

31 Dec 2033

2,100 MHz 2 x 20 MHz

31 Dec 2032

NOK millions

Licenses

and

similar

rights

Property

Technical

equipment

Equipment

and tools

Other

tangible

assets

Total

Accumulated acquisition value

2,026

1,048

3,160

Accumulated amortisation

-371

-17

-258

-1

-648

Opening carrying value 1 January

2020

1,655

790

2,512

Changes during the year

Discontinued operations

-4

Investments

306

308

Disposals / write-downs

-44

-43

Currency translation differences -

- - 1

Amortisation

-91

-73

-1

-172

Closing carrying value

1,565

977

2,601

Accumulated acquisition value

2,022

1,272

3,380

Accumulated amortisation

-457

-25

-296

-1

778

Closing carrying value 31 December

2020

1,565

977

2,601

Changes during the year

Investments

489

115

604

Disposals / write-downs

-3

Amortisation 1,959 -8

-83

- - 1,867

Closing carrying value

1,959

1,005

3,015

Accumulated acquisition value

2,511

1,384

3,981

Accumulated amortisation -552 -32

-379

-1 -2 -966

Closing carrying value 31 December

2021

1,959

1,005

3,015

Depreciation periods in years

10-20

3-11

5-25

3-5

Ice Group Scandinavia Holdings AS Annual Report 2021

Ice Group ASA’s subsidiary has been awarded 80 MHz in

the 3,600 MHz band in the frequency auction organised by

the Norwegian Communication Authority (“Nkom”). The

frequencies are valid from 1 January 2022 until 31

December 2041. The 80 MHz was awarded for NOK 554

million, a sum that may be paid down over 20 years. The

frequencies are recognised in the balance sheet in the

fourth quarter of 2021, giving a right-of-use asset and

lease liabilities.

As over three years remain before the expiry of the

frequencies, the process for renewal is not yet known and,

as such, the Group has not yet defined a plan for renewal.

However, to the Group’s knowledge, no other operators

have network or end-customer equipment supporting 450

MHz frequencies, which would make the indirect

acquisition and utilisation cost substantially higher for

other operators.

Lease liabilities

Lease liabilities measured at amortised costs:

NOK millions

31 Dec 2021

31 Dec 2020

Lease liabilities

Licenses

193

175

Non-current

2,639

2,072

Total

2,832

2,247

The lease liabilities maturity profile based on undiscounted cash flows is as following:

NOK millions

Maturity table, lease liabilities

Cash payments due by period

2021

Within 1 year

Between 1 and 3

years

Between 3 and

5 years

Over 5 years

Lease liabilities

269

588

993

2,134

NOK millions

Maturity table, lease liabilities

Cash payments due by period

2020

Within 1 year

Between 1 and 3

years

Between 3 and

5 years

Over 5 years

Lease liabilities

269

534

837

2,040

Changes in lease liabilities during 2021 and 2020 are presented below:

NOK millions

2021

2020

Lease liabilities as of 1 January

2,247

2,030

of which non-current

2,072

1,919

of which current

175

111

Cash flows Payment of lease liabilities

-178

-238

Non-cash changes

New leases

604

306

Interest

159

148

Lease liabilities as of 31 December

2,832

2,247

of which non-current

2,639

2,072

of which current

193

175

Ice Group Scandinavia Holdings AS Annual Report 2021

The Group has a spectrum charge of NOK 303 million which is due in 2025. This is due to the postponement of 90% of the

auction proceeds from the Group’s 700MHz and 2,100 MHz frequencies from 2019. The Group has reclassified the

deferred payment from Other non-current liabilities to Non-current lease liabilities in the 2020 comparable figures. The

reclassifications have no effects on any results or KPIs.

Items recognised in the statement of comprehensive income

NOK millions

31 Dec 2021

31 Dec 2020

Depreciation charge of right-of-use asset

Licenses

-95

-91

Property

-8

Technical equipment

-83 -73

Equipment and tools

-0

Other tangible assets

-0

-1

Total

-187

-172

Interest expense (included in financial expenses)

-158 -143

Expenses related to low-value leases (included in sales and admin. expenses)

-2

Total cash outflow related to leases in 2021 amounted to NOK 178 million (238).

Note 15 – Investments in joint ventures

NOK thousands

Holding

Book value of shares

Result from shares

Company name

31 Dec

2021

31 Dec

2020

31 Dec 2021

31 Dec 2020

2021

2020

Smartkom AS

50%

291

282

-28

Total book value of shares in joint

ventures at 31 December

50%

291

282

-28

Voting shares equals the capital share.

Result from shares in joint ventures

2021

2020

Holdings

50%

Participation in result of joint ventures

-28

Net result

-56

Total result of shares in joint ventures

-28

Extracts from the income statement of joint ventures

2021

2020

Operating result

-57

Net result

-56

Extracts from the balance sheet of joint ventures

2021

2020

Current assets

460

477

Total assets

460

477

Equity

228

382

Total liabilities

232

Total equity and liabilities

460

477

Shares in joint ventures

Acquisition value

2021

2020

Investments

282

310

Share of result for the year

-28

Total shares in joint ventures at 31 December

291

282

Ice Group Scandinavia Holdings AS Annual Report 2021

Note 16 – Financial instruments by category

NOK millions

31 Dec 2021

31 Dec 2020

Financial assets at amortised costs

Other financial assets

Trade receivables

104

115

Cash and cash equivalents

345

525

Total

468

661

Financial liability at amortised costs

Borrowings

3,616

3,394

Other non-interest bearing liabilities

Non-current lease liabilities

2,639

2,072

Trade payables

289

269

Current lease liabilities

193

175

Other current liabilities

Total

6,799

5,950

Note 17 – Operating expenses

NOK millions

2021

2020

Carrier services

265

251

COGS

Network costs

211

192

Total

532

494

Note 18 – Trade receivables

NOK millions

31 Dec 2021

31 Dec 2020

Trade receivables

112

126

Less provision for bad debts

-8

-10

Trade receivables – net

104

115

To measure the expected credit losses, trade receivables

have been grouped based on shared credit risk

characteristics and the days past due. The expected loss

rates are based on the payment profiles of sales over a

period of 36 months before 31 December 2021 or 1

January 2021, respectively, and the corresponding

historical credit losses experienced within this period. The

historical loss rates are adjusted to reflect current and

forward-looking information on macroeconomic factors

affecting the ability of the customers to settle the

receivables.

Aging analysis of trade receivables

Gross

Net

31 Dec 2021

31 Dec 2020

31 Dec 2021

31 Dec 2020

Trade receivables not due

Trade receivables past due

of which less than 30 days

of which 30-180 days 4 9 3 7

of which more than 180 days

Total accounts receivable

112

126

104

115

Ice Group Scandinavia Holdings AS Annual Report 2021

Specification of provision for bad debt

31 Dec 2021

31 Dec 2020

Loss allowance as of 1 January

-10

-12

Change during the year

Loss allowance as of 31 December

-8

-10

Realised losses for the year

-8

Allocations to and reversals of provisions for bad debts are included in Sales and administrative expenses in the Statement

of Comprehensive income. There is no collateral or other security on the outstanding trade receivables at period end(s).

Note 19 – Other current receivables

NOK millions

31 Dec 2021

31 Dec 2020

VAT receivable

Other

Total

Note 20 – Prepaid expenses and accrued income

NOK millions

31 Dec 2021

31 Dec 2020

Prepaid expenses

Accrued income related to contract with customers

Accrued interest income

Total

Note 21 – Cash and cash equivalents

NOK millions

31 Dec 2021

31 Dec 2020

Cash at bank

331

512

Payroll withholdings and other restricted cash

Total

345

525

Note 22 – Borrowings

NOK millions

31 Dec 2021

31 Dec 2020

Senior unsecured bonds

1,413

1,406

Senior secured callable bonds

1,371

1,392

Ice Group ASA loan

731

504

AINMT Holdings AB loan

101

Total borrowings

3,616

3,394

Please see also Net Interest-Bearing Debt (“NIBD”) under Alternative Performance Measures section.

Senior Unsecured Callable Bond 2017/2022

In Q2 2017, Ice Group, through Ice Group Scandinavia

Holdings AS, issued a five-year NOK 800 million senior

unsecured bond (ISIN NO 001 0789035) at a blended debt

financing cost of NIBOR +5.25% points. The bond was

successfully admitted to Oslo Stock Exchange on 3

October 2017.

Voluntary redemption of the bond from the Issue Date to,

but not including, the First Call Date at a price equal to the

Make Whole Amount. From the First Call Date to, but not

including, the Interest Payment Date in April 2020 at a

price equal to 104.00% of the Nominal Amount of each

redeemed Bond, which is reduced to 102.50% of the

Nominal Amount if redeemed after the Interest Payment

Date in April 2020 to, but not including, the Interest

Payment Date in April 2021. If redeemed from the Interest

Payment Date in April 2021 to, but not including, the

Maturity Date, the price is equal to 101.25% of the

Nominal Amount.

Ice Group Scandinavia Holdings AS Annual Report 2021

Senior Secured Callable Bond 2017/2021

In Q4 2017, Ice Group, through Ice Group Scandinavia

Holdings AS, issued a four-year NOK 1.4 billion senior

secured bond (ISIN NO 001 0807092). The bond had a

coupon of 3 months NIBOR +4.60% points. The bond was

successfully admitted to Oslo Stock Exchange on 8

November 2017. The bond was redeemed in the first half

of 2021.

Senior Unsecured Bond 2019/2023

In Q4 2019, Ice Group, through Ice Group Scandinavia

Holdings AS, issued a four-year NOK 900 million senior

unsecured bond (ISIN NO 001 0864002). The bond has a

coupon of 3 months NIBOR +8.00% points. The bond was

successfully admitted to Oslo Stock Exchange on 1 April

2020.

Voluntary redemption of the bond from the Issue Date to,

but not including, the First Call Date at a price equal to the

Make Whole Amount. From the First Call Date to, but not

including, the Interest Payment Date in October 2022 at a

price equal to 104.852% of the Nominal Amount of each

redeemed Bond, which is reduced to 102.911% of the

Nominal Amount if redeemed after the Interest Payment

Date in October 2022 to, but not including, the Interest

Payment Date in April 2023. If redeemed from the Interest

Payment Date in April 2023 to, but not including, the

Maturity Date, the price is equal to 100.970% of the

Nominal Amount.

Senior Secured Bond 2021/2025

In Q1 2021, Ice Group, through Ice Group Scandinavia

Holdings AS, issued a new four-year NOK 1,4 billion senior

secured bond (ISIN NO 001 0939788). The bond has a

coupon of 3 months NIBOR +4.00% points. The bond was

successfully admitted to Oslo Stock Exchange on 4 August

2021.

Voluntary redemption of the bond from the Issue Date to,

but not including, the First Call Date at a price equal to the

Make Whole Amount. From the First Call Date to, but not

including, the Interest Payment Date in March 2024 at a

price equal to 102.22% of the Nominal Amount of each

redeemed Bond, which is reduced to 101.11% of the

Nominal Amount if redeemed after the Interest Payment

Date in March 2024 to, but not including, the Interest

Payment Date in September 2024. If redeemed from the

Interest Payment Date in September 2024 to, but not

including, the Maturity Date, the price is equal to 100.25%

of the Nominal Amount.

Ice Group ASA loan

In November 2020, Ice Group ASA granted a loan in the

aggregate principal amount of NOK 500 million. On 12

October 2021, an additional NOK 150 million was granted,

and on 31 December NOK 23 million was granted. The

interest rate is 10% per annum, accrued annually, The

loan, including all accrued and unpaid interests, shall be

repaid in full by 31 August 2025.

The Borrower may prepay all or any part of the debt at any

time, without penalty or premium.

AINMT Holdings AB loan (subordinated)

"In Q1 2015, the Norwegian business acquired the B2B

business from Network Norway. The commitment to pay

the seller’s credit related to this purchase was overtaken

by AINMT Holdings AB and consequently Ice Group

Scandinavia Holdings AS entered an internal loan,

amounting to NOK 50 million, with its Parent Company

instead of its external party. The interest is annually fixed

9.75%. The loan is subordinated.

The total borrowings from AINMT Holdings AB includes

capitalised interests of NOK 41 million per 31.12.2020.

In March 2021, AINMT Holdings AB and Ice Group

Scandinavia Holdings AS entered into a new agreement

replacing the previous loan agreement entered into

between the parties with effect from 1 January 2021. The

loan amount is NOK 91 million, and the interest rate is 10%

per annum, accrued annually, The loan, including all

accrued and unpaid interests, shall be repaid in full by 31

December 2025. The loan is subordinated.

The total borrowings from AINMT Holdings AB includes

capitalised interests of NOK 9 million per 31.12.2021.

The Borrower may prepay all or any part of the debt at any

time, without penalty or premium.

Convertible bond

In Q3 2020, Ice Group ASA issued a five-year convertible

bond of NOK 689 million with Ice Group Scandinavia

Holdings AS as co-debtor. The interest rate is 8% p.a. if

paid in cash or 10% if paid in kind (PIK). The bonds may be

converted to shares in Ice Group ASA. The conversion

price is initially set to NOK 19.5089 per share, and subject

to adjustments under given circumstances described in

the bond terms.

The Issuer may redeem all, but not some only, of the

Outstanding Bonds each at their Principal Amount, plus

accrued but unpaid interest to (but excluding) the Issuer

Optional Redemption Date at any time on or after 31

August 2022, if on each of not less than 20 Dealing Days in

any period of 30 consecutive Dealing Days ending not

more than five calendar days prior to giving the relevant

Optional redemption Notice, the Volume Weighted

Average Price of a share on such Dealing Days exceeds

130% of the Conversion Price in effect on such Dealing

Day, or at any time, if 85% or more of the aggregate

Principal Amount of the Bonds originally issued have been

redeemed, converted and/or purchased by the Issuer and

cancelled.

Ice Group Scandinavia Holdings AS Annual Report 2021

Financial covenants

For the Senior Secured Callable Bond 2021/2025, the

Senior Unsecured Callable Bond 2017/2022 and the

Senior Unsecured Bond 2019/2023 the Group has to

comply with certain covenants:

- Liquidity must at all times exceed NOK 150 million

- Loan to value, where net interest-bearings debts

to enterprise value must not exceed 50%

As per 31 December 2021, loan to value tested to 31%.

Maturity table

The maturity table below shows the classification of the

Group’s main long-term interest-bearing liabilities by

closing date until the contractual maturity date, all

amounts stated in nominal values assuming fixed

currency rates. For maturity table regarding leases, see

note 14.

NOK millions

Maturity table, borrowings 31 Dec 2021 Cash payments due by period

2021

Original

Loan

Amount

(contract

currency)

Outstanding

amount (NOK

millions)

Within 1

year

Between

1 and 3

years

Between

3 and 5

years

Over 5

years

Senior Unsecured Callable Bond 17/22

520 518 -543 -

Senior Secured Callable Bond 21/25 1,400 1,371 -68 -136

-1,417

Senior Unsecured Callable Bond 19/23 900 895 -79 -979

Ice Group ASA loan

673 731

-1,005 -

AINMT Holdings AB loan

91 101 - - -147 -

Total 3,616 -690 -1,115 -2,275 -

Principal netted with own bond of NOK 280.5 million. Interest income is received each period, and is included in the cash payments overview

Interest can be capitalised.

New loan agreement entered into in March 2021 with effect from 1 January 2021 replaces the loan agreement from 2015

Maturity table, borrowings 31 Dec 2020 Cash payments due by period

2020

Original

Loan

Amount

(contract

currency)

Outstanding

amount

(NOK

millions)

Within 1

year

Between

1 and 3

years

Between

3 and 5

years

Over 5

years

Senior Unsecured Callable Bond 17/22

520 514 -45 -542

Senior Secured Callable Bond 17/21 1,400 1,392 -1 469 -

- -

Senior Unsecured Callable Bond 19/23 900 892 -85 -1,078

- -

Ice Group ASA loan

500 504

- -

-788 -

AINMT Holdings AB loan 50 91 - - - -116

Total 3,394 -1,599 -1,620 -788 -116

Principal netted with own bond of NOK 280.5 million. Interest income is received each period, and is included in the cash payments overview

Interest can be capitalised.

For information regarding liquidity risk management, see note 2 section "Liquidity risk".

Ice Group Scandinavia Holdings AS Annual Report 2021

Reconciliation of debt arising from financing activities:

2021

NOK millions

Borrowings

January 1, 2021 3,394

of which current 1,400

of which non-current 1,994

Cash flows Repayment of interest-bearing debt -1,400

Issuance of interest-bearing debt 1,538

PIK capitalisation 84

Foreign exchange movement -

December 31, 2021 3,616

of which current 520

of which non-current 3,096

Reconciliation of debt arising from financing activities:

2020 NOK millions Borrowings

January 1, 2020 2,842

of which current 0

of which non-current 2,842

Cash flows Repayment of interest-bearing debt 0

Issuance of interest-bearing debt 500

PIK capitalisation 52

Foreign exchange movement 0

December 31, 2020 3,394

of which current 1,400

of which non-current 1,994

Note 23 – Other current liabilities

NOK millions

31 Dec 2021

31 Dec 2020

Employee benefit related liabilities 17 14

Other payables

Total

Note 24 – Accrued expenses and deferred income

NOK millions

31 Dec 2021

31 Dec 2020

Accrued interests

Accrued personnel related expenses

Other accrued expenses

354

333

Accrued expenses related to leases

Deferred income

Total

557

542

Ice Group Scandinavia Holdings AS Annual Report 2021

Note 25 – Pledges and other contractual commitments

Assets pledged as per 31 December 2021 were all related

to the issuing of the Senior Secured Callable bond (ISIN NO

001 0939788) in favour of the bondholders (Nordic

Trustee ASA, Norway, as bond trustee on behalf of the

bondholders):

• All shares in Ice Group Scandinavia Holdings AS

and its subsidiary Ice Communication Norge AS

• Ice Group Scandinavia Holdings AS: Pledge over

(i) all bank accounts (NOK 49 million), (ii)

operating assets (NOK 68 million), (iii) inventory

and (iv) factoring registered in the Register of

Mortgaged Movable Property

• Ice Communication Norge AS: Pledge over (i)

bank accounts (NOK 296 million), (ii) operating

assets (NOK 68 million), (iii) inventory (NOK 2

million), (iv) technical equipment (NOK 1,457

million), (iv) factoring registered in the Register of

Mortgaged Movable Property

• In addition to the above, pledges were set out

over the monetary claims under the following

Group internal loans and loan agreements:

o Ice Group Scandinavia Holdings AS loan

to Ice Norge Communication AS of NOK

1,850,000,000

All pledges related to the issuing of the Senior Secured

Callable bond (ISIN NO 001 0807092) were duly released

in connection with the redemption of the bond in the first

half of 2021. All pledges related to Ice Danmark ApS were

duly released in connection with the divestment in May

2020.

NOK millions

Other contractual commitments

2021

2020

Commitments, investments

528

518

Commitments, other

Total future fees for other contractual commitments

578

535

Other commitments mainly relate to commitments for ordered and contracted goods and services that cannot be cancelled

without economic effects.

Note 26 – Adjustments for non-cash items

NOK millions

2021

2020

Share-based compensation expenses (see note 8)

Currency related items

-4

Total

-4

Note 27 – Transactions with related parties

The Company is wholly owned by AINMT Holdings AB,

Sweden, (the “Parent Company”) which is wholly owned by

Ice Group ASA, Norway. The major shareholder of Ice

Group ASA is AI Media Holdings (NMT) LLC, Delaware. The

ultimate parent which is deemed to have a controlling

influence over AINMT Group is

AI International

Investments LLC, registered in Delaware, USA with

address 730 5th Avenue, 20th Floor, New York NY10019.

Other related parties are all subsidiaries within the Group

and senior executives of the Group, i.e. Board and

Management, as well as its family members.

In November 2020, Ice Group ASA granted a loan in the

aggregate principal amount of NOK 500 million. In

October 2021, Ice Group ASA granted a loan in the

aggregate principal amount of NOK 150 million. In

December 2021, an additional NOK 23 million was

granted. See note 22 Borrowings.

Goods and services are bought and sold by and to all the

Scandinavian subsidiaries on normal commercial terms

with cost plus margin of 7%.

Note 28 – Subsequent events

There are no other events after 31 December 2021 that

have a material effect on the financial statement for 2021.

However, the below items are relevant for on the future

business of Ice Scandinavia:

⁎ On 18 February 2022, Ice Group ASA announced that

Ice Group ASA and its subsidiary AINMT Holdings AB

("AINMT", together with Ice Group ASA referred to as

“Ice”) have decided to enter into a Heads of Terms

agreement with Lyse AS (“Lyse”) regarding the sale of

Ice Group Scandinavia Holdings AS (“IGSH”) (the

“Transaction”). The Transaction includes the

acquisition by Lyse of all issued and outstanding

Ice Group Scandinavia Holdings AS Annual Report 2021

shares of IGSH, and such additional assets and shares

which normally belong to the business of Ice

(including 100% of the shares of Ice Communication

Norge AS and subsidiary), Phonepartner Norge

Holding AS and subsidiary and Ice Retail Holding AS

and subsidiary (the “Business”). The enterprise value

of the Business implied by the Transaction is

approximately NOK 5,560 million and Ice expects to

receive cash proceeds of approximately NOK 3 billion

following completion of the Transaction.

Completion of the Transaction is subject to entering

into final transaction documents, limited customary

confirmatory due diligence, regulatory approvals and

approval by relevant Ice stakeholders, including the

shareholders of the Ice Group ASA in an extraordinary

general meeting. Ice Group ASA has received

preapprovals for the Transaction from shareholders

representing approximately 80% of the shares as well

as from relevant creditors, and the sales agreement

was approved by the General Meeting on 21 March by

94.5% of the shares represented. Closing of the

Transaction is targeted for the end of March.

Furthermore, regarding the previously announced

dispute between GoldenTree Asset Management LP

(“GoldenTree”) and AINMT relating to the loan

agreement between GoldenTree, certain other

lenders and AINMT (the “GT Loan Agreement”). AINMT

has entered into a contingent settlement agreement

with GoldenTree and the other lenders under the GT

Loan Agreement, whereby the parties agree that

upon payment by AINMT of approximately NOK 1,550

million (exact amount depending on settlement date

and prevailing exchange rate), the GT loan will be

settled in full and the parties will release each other

from any and all claims and counterclaims relating to

the dispute and the GT Loan Agreement, provided

that the lenders under the GT Loan Agreement

receive payment within the earliest of the Completion

of the Transaction and 30 June 2022. The court

hearings scheduled to start 4 April 2022 will be

conducted as scheduled however will be cancelled if

GoldenTree receives payment of the settlement

amount before 4 April 2022.

The cash proceeds (net of transaction fees) will be

applied in repayment of the above settlement

amount and Ice Group ASA’s liabilities under the SEK

340 million perpetual loan and the NOK 689.1 million

convertible bond (each including capitalised interest,

accrued and uncapitalised interest and applicable call

premium) totalling approximately NOK 2.9 billion

(exact amount depending on discharge date and

prevailing exchange rate). After closing of the

Transaction, Ice Group ASA expects that there will

only be a limited residual amount left for the equity

holders.

The board and management of Ice have explored

multiple potential transactions to achieve a successful

refinancing solution. A refinancing has been deemed

necessary for Ice to have a sufficient liquidity and

equity to continue its current and planned business.

The refinancing process has been challenging due to

the complex capital structure and different creditor

preferences. Discussions with creditors, shareholders

and a range of potential new investors have been

conducted to explore all options for a successful

refinancing solution, and the goal has been to protect

and maximize all stakeholder values in this process.

The board and management of Ice have received and

evaluated offers and proposals on several different

structures and solutions from several investor

groups. The board's decision is unanimous and is due

to the Transaction being the overall best alternative

for the Ice Group ASA’s stakeholders. The Transaction

will enable continued development of the third

mobile network in Norway and strengthening the

overall telecom infrastructure.

⁎ On 4 March 2022, Ice Group ASA announced that

reference is made to the announcement of 18

February by ICE Group ASA regarding a sale of Ice

Group Scandinavia Holding AS and associated assets

to Lyse AS, and the notice dated 28 February 2022 of

an extraordinary general meeting (“EGM”) to approve

the transaction. Ice Group ASA has now entered into

a definitive sale and purchase agreement (the “SPA”)

with Lyse on the terms described in the

announcement and the notice of the EGM.

Completion of the Transaction is subject to regulatory

approvals and approval by the stakeholders of the Ice

Group ASA, including shareholders of the Ice Group

ASA in the EGM. Ice Group ASA has received

preapprovals for the transaction from shareholders

representing approximately 80% of the shares as well

as from relevant creditors, and the sales agreement

was approved by the General Meeting on 21 March by

94.5% of the shares represented. Closing of the

Transaction is targeted for the end of March.

⁎ On 21 March 2022, an extraordinary general meeting

of Ice Group ASA was held in which the sale of Ice

Group Scandinavia Holdings AS and other assets was

approved. Furthermore, the general meeting adopted

a couple of amendments to the Articles of

Association.

⁎ On 21 March 2022, reference is made to the

announcement of 18 February by ICE Group ASA

regarding a sale of Ice Group Scandinavia Holding AS

and associated assets to Lyse AS, and the notice dated

4 March 2022 regarding entering into a definitive sale

and purchase agreement. Ice Group ASA has today

been informed by the Norwegian Competition

Authority ("NCA") that the case has been processed

and closed with the NCA. Completion of the

Ice Group Scandinavia Holdings AS Annual Report 2021

Transaction is still subject to certain regulatory

approvals.

⁎ On 25 March 2022, reference is made to the previous

announcement by Ice Group ASA regarding the sale

of Ice Group Scandinavia Holdings AS and associated

assets to Lyse. The Company has been informed that

the Norwegian Communications Authority (“Nkom”)

will approve the transfer of all frequency licenses. All

material closing conditions are now complete. Closing

of the Transaction is targeted for the end of March.

Note 29 – Risks and factors of uncertainty

Ice Scandinavia operates in the highly competitive and

regulated mobile telecommunications industry in Norway

and is exposed to certain risks that could have impact on

earnings or its financial position. Ice Scandinavia has

defined risk as anything that could have a material

adverse effect on the achievement of its goals or activities.

Risks can be threats, uncertainties or lost opportunities

relating to Ice Scandinavia’s current or future operations.

Ice Scandinavia divides the risks into related to disease

outbreaks, risks related to the industry and market

conditions, risks related to the Group’s operations, legal

and regulatory risks and financial risks.

Risks related to disease outbreaks

Disease outbreaks and pandemic risks

While Ice Scandinavia’s operations are today foremost

based in Norway, it relies on a significant number of

operational staff and third-party suppliers to run

smoothly, as well as the continuous and stable supply of

handsets and other equipment to our customers. As

evidenced by the recent COVID-19 pandemic outbreak,

disease outbreaks may cause significant disruptions to

our continuing business operations, including the supply

of stocks and the movement of staff and their ability to

commute to their place of work. Such restrictions and the

outbreak itself could have an adverse impact on the Ice

Scandinavia’s business, including on supply of both

network equipment and handsets or other consumer

premises, equipment, and could also impact the

availability and performance of service staff with our

suppliers.

Given the rapidly evolving landscape of the COVID-19

pandemic, where information, impacts and even the

regulatory environment can change in a matter of hours,

it is extremely difficult to estimate the potential impact of

pandemic outbreaks to the Group’s financial results. Ice

Scandinavia has however implemented precautionary

measures and protocols based on recommendations

from official health authorities, such as the Norwegian

Institute of Public Health (No. Folkehelseinstituttet) and

the World Health Organization (“WHO”). To the extent

possible, business continuity and contingency plans have

been updated and implemented to mitigate any negative

impact on the business from a wide-spread and long-

lasting disease of the Coronavirus type.

It is clear that restrictions resulting from pandemic

outbreaks such as COVID-19 on movement of people,

transportation of equipment and other governmental or

regulatory restrictions could limit Ice Scandinavia’s ability

to meet operational and financial targets and

commitments to customers. Furthermore, the general

reduction in macroeconomic activity – both domestically

and internationally – following the disease outbreaks

could directly impact the growth and/or demand for the

services Ice Scandinavia provides, which in turn could

result in lower service revenues, and thereby have a

material adverse effect on Ice Scandinavia’s business,

financial condition and results of operations.

Risks related to the industry and market

conditions

Continued rapid technological changes

The telecommunications industry is characterised by

rapid increases in the diversity and sophistication of the

technologies and services offered. As a result, the Group

may face increasing competition from the application of

technologies which are currently being developed, such as

fifth generation mobile services (“5G”), or which may be

developed in the future by the Group’s existing

competitors, new market entrants or telecommunications

equipment firms. Future development or application of

new or alternative technologies, services or standards

could require significant changes to the Group’s business

model, the development of new products, the provision of

additional services or substantial new investment. The

Group cannot guarantee that it will be able to adapt its

services in an adequate and timely manner in order to

keep up with the rapid development in the market. If the

Group fails to develop, or obtain timely access to, new

technologies or equipment, or if the Group fails to obtain

the necessary licenses or spectrum to provide services

using these new technologies, the Group’s products may

be less competitive, causing the Group to lose subscribers

and market share. As a consequence, the Group may need

to make further investments in order to remain

competitive, which would increase costs and affect

profitability, which again could have a material adverse

effect on the Group’s business, financial condition and

results of operations.

Ice Group Scandinavia Holdings AS Annual Report 2021

Risks related to the Group’s operations

Future investments in maintaining, upgrading and

expanding networks

The Group’s success is dependent on its ability to continue

its investments in maintaining, upgrading and expanding

its telecommunication networks. The Group has made

substantial investments in its networks and is expected to

continue with those investments. However, certain factors

outside the control of the Group could restrict or limit the

Group’s ability to continue with those investments. These

include the availability of new and attractive products in

the market to build and maintain the network, the ability

of equipment suppliers to deliver their products in an

effective and satisfactory manner, the Group’s ability to

negotiate with its suppliers and the Group’s ability to

obtain financing on a timely basis and on commercially

reasonable terms. In the mobile broadband segment,

efficient and affordable equipment is important to be able

to deliver competitive services. Failure to maintain and

develop robust telecommunication networks could hinder

the Group’s financial and operational performance in the

future.

In addition, the Group must also continuously maintain

and upgrade its existing networks and IT systems in order

to allow ongoing operations to function properly and to

expand such subscriber function as the subscriber base

grows. Further, the Group could be required to upgrade

the functionality of its networks, increase customer

service efforts, update network management and

administrative system and upgrade older systems and

networks to adapt them to new technologies by regulatory

obligations. Many of these tasks are not fully under the

Group’s control, and may be affected by, among other

things, regulatory regime under the which the Group

operates. If the Group fails to successfully maintain,

expand or upgrade its networks and IT systems, the

Group’s offerings and services may become less attractive

to new subscribers and the Group may lose existing

subscribers to its competitors. In addition, the Group’s

future and ongoing network and IT systems upgrades may

fail to generate a positive return on investment, which

may have an adverse effect on the Group’s business,

financial condition and results of operations. Finally, if the

Group’s capital expenditure exceeds projections or the

Group’s operating cash flow is lower than expected, the

Group may be required to seek additional financing for

future maintenance and upgrades, which in turn could

have a material adverse effect on the Group’s business,

financial condition and results of operations.

Dependency on contracts

The National Roaming Agreement Ice Communication

Norge AS has signed with Telia allows the Group’s

customers in Norway to secure access to a network when

customers travel outside of the Group’s own network

coverage and is hence material to the Group’s business in

Norway. The National Roaming Agreement lasts until 31

December 2023 with a 1+1 year extension option,

whereas the last 1 year option is subject to certain

conditions. There is no absolute certainty that the

agreement will be prolonged on current (or better) terms,

or that the agreement will be renewed or replaced after

the expiry of its term. Although Telenor is required under

current regulation to offer national roaming services and,

access to Telenor`s masts, and could therefore be

considered a potential alternative provider to the Group

in this respect, there may be changes to the current

regulation resulting in Telenor no longer being obliged to

provide such services, or the Group may be unable to

secure as favourable terms under an agreement with

Telenor. Should the Group not succeed in prolonging

and/or renewing or replacing the National Roaming

Agreement after it has expired, this may have a material

adverse effect on churn and hence the Group’s business,

financial condition and results of operations.

In 2016, AINMT Holdings AB entered into a framework

supply agreement with Nokia whereby Nokia was elected

as vendor for the rollout of LTE Radio Access Network

(“RAN”) in Scandinavia. On 30 May 2018, AINMT Holdings

AB entered into the Amended Nokia Agreement, which

provides the framework to facilitate further network build-

out in Norway as a turnkey. The Group is in particular

subject to material payment obligations pursuant to the

amendment to the Nokia Agreement, which is a material

component in the Group’s growth strategy. Should the

Group fail to meet its obligations under the Amended

Nokia Agreement, this could have a materially adverse

impact on the Group’s financial condition, results of

operation and ability to further expand its business.

Competition from other operators

The Group’s business plan assumes significant growth in

its smartphone customer base in Norway. The Group

faces competition from other telecommunications

operators, as well as fixed line operators in some markets.

The Group’s main competitors are Telenor and Telia.

Competition from current market participants, potential

new entrants and new products and services, may

adversely affect the Group’s performance. In Norway,

both Telenor and Telia offer Mobile Virtual Network

Operator (“MVNO”) access to infrastructure and network,

allowing potential competitors in the market to offer

mobile services through entering into service provider

agreements with Telenor or Telia. A service provider

agreement means that the capital expenditure required to

enter the mobile market in Norway as a competitor is

much lower since such new entrants are not dependent

on investing in infrastructure or core network.

Ice Group Scandinavia Holdings AS Annual Report 2021

Disruption of services

The Group’s ability to operate successfully is dependent

on the Group’s ability to deploy sufficient network

resources and operate the Group’s networks. The failure

or breakdown of key components of the Group’s

networks, including hardware and software, may have a

material negative effect on the Group’s financial and

operational performance. Although all system parts are

redundant, if two or more business critical nodes fail, the

network might have unstable and weak services to the

end-user which could lead to customers terminating their

services with Group.

The Group has experienced system failures, and while the

Group has taken measures to prevent or limit future

failures and their impact, there can be no assurance that

the Group will not experience disruptions to its services in

the future. Any interruptions in the Group’s ability to

provide its services could seriously harm the Group’s

reputation and reduce subscriber confidence, which could

materially impair the Group’s ability to acquire and retain

subscribers. In addition, the Group may incur significant

capital expenditures to restore the functionality of the

Group’s networks and provide its subscribers with reliable

service, network capacity and security.

Further, part of the Group’s network infrastructure is

located on the premises of third parties. If this

infrastructure encountered any disruptions, it may take

longer to resolve the problem, which would impair the

Group’s ability to restore services, and accordingly affect

its reputation and ability to obtain and retain subscribers.

In addition, disputes between these third parties and the

Group or legal proceedings involving third parties or the

Group’s property may cause part of the Group’s network

infrastructure to be inaccessible, which could have a

material adverse effect on the Group’s ability to efficiently

operate, maintain and upgrade the Group’s network.

Relationship with suppliers

The Group depends on a limited number of suppliers and

vendors to provide equipment and services to develop

and upgrade its networks and operate its businesses.

Although the Group believes that there exist alternative

suppliers and vendors if the existing relationships were to

be terminated, no assurance can be given that the Group

will be able to replace the suppliers on equal or better

terms. The Group’s suppliers of core network, radio and

access equipment may not continue to supply equipment

and provide services to the Group on terms that are

favourable or may discontinue with the manufacturing of

the necessary equipment required to operate the

telecommunications networks. The Group may

experience problems such as the availability of new

devices, higher than anticipated prices of new devices, and

potential difficulties with new suppliers. Given that the

number of 450 MHz band operators and subscribers

globally is limited, the attractiveness for suppliers to

supply equipment for this frequency band is limited which

could lead to fewer suppliers and higher prices for

equipment and devices. Any failure in relation to the

supply chain may have an adverse effect on the Group’s

financial and operational performance.

The Group cannot assure that its suppliers will continue to

provide the Group with products and services on

commercially attractive terms, or that the Group will be

able to obtain required services or equipment in the

future from the Group’s current or alternative suppliers on

commercially attractive terms, if at all. If the Group’s key

suppliers are unable to provide the Group with adequate

supplies of products and services, the Group’s ability to

attract subscribers could be negatively affected, which in

turn could have a material adverse effect on the Group’s

business, financial condition and results of operations.

Licence renewal risk

When the Group’s telecommunications frequency licenses

held by Ice Communication Norge AS expire, the Group

will need to renew them in order to continue its

operations. The Group’s ability to renew its licenses in the

future may be affected by factors outside of its control,

such as competition from other operators when bidding

for license renewals in auctions or the government’s

decision to revoke licenses or limit the number of license-

holders.

The existing 2,100 MHz frequency license held by the

Issuer Group will expire in 2032. The 800, 900 and 1,800

MHz frequency licenses will expire in 2033, and the 450

and 700 MHz frequency licenses will expire in 2039. The

3,600 MHz frequency license will expire in 2041.

Failure to renew licenses in the future could have a

significant impact on the Group’s ability to continue to

deliver its products and services, and/or require the Group

to undertake further investments through building further

sites to compensate for loss of frequencies in order to

maintain the same level of coverage for subscribers and

subsequently impact the Group’s business, financial

condition and results of operations.

New licenses auctioned by the authorities

Ice Scandinavia is dependent on acquiring frequencies in

order to achieve its growth strategy in the long term and

in order to maintain its competitive position. The

authorities in Norway may hold auctions for new licenses

in the future which may lead to new licenses being

assigned to current or new competitors of the Group,

which would increase competition in the markets in which

the Group operates, adversely affecting the Group’s ability

to gain market share to the extent it cannot provide

consistent coverage or add capacity to its network to

support its subscriber base. To the extent the Group is

unsuccessful in frequency actions, this could adversely

affect its strategy and have a material adverse effect on its

business, financial condition and results of operations.

Ice Group Scandinavia Holdings AS Annual Report 2021

The licenses may have limited value upon a

bankruptcy

If any of the license owning companies in Ice Scandinavia

enters into bankruptcy, the licenses will be part of the

bankruptcy estate. Should however the bankruptcy lead

to a breach of the license requirements or the license fee

not being paid, there is a risk that the licenses may be

revoked by the authorities. In normal circumstances the

bankruptcy estate will, thus, be allowed to find a buyer for

the license(s) and assign them to the buyer, but in order

to assign licenses in Norway the authorities must consent

to the assignments. There is a risk that the authorities do

not consent to the assignment and for all licenses there is

a risk that there is no existing market for the license(s)

when the bankruptcy estate offers the license(s) for sale.

If licenses for one of more reasons prove impossible to

assign, there is a risk that the license(s) will be revoked by

the authorities without any compensation to the license

holder.

Cyber-attacks, subscriber database piracy etc.

The Group may be exposed to database piracy,

unauthorised access or other database security breaches

which could result in the leakage and unauthorized

dissemination of information about the Group’s

subscribers, including their names, addresses, home

phone numbers and personal identity number, which

could materially adversely impact the Group’s reputation,

prompt lawsuits against the Group by subscribers, lead to

violations of data protection laws and adverse actions by

telecommunications regulators and other authorities,

lead to a loss in subscribers and hinder the Group’s ability

to attract new subscribers. In addition, the Group’s

network and IT infrastructure may be exposed to cyber-

attacks, computer virus attacks or acts of terrorism or

vandalism. Any such attack could result in equipment

failures or disruptions in the Group’s operations. Any

inability to operate the Group’s network as a result of such

events may result in significant expense and/or customer

churn. These factors, individually or in the aggregate,

could have a material adverse effect on the Group’s

business, financial condition and results of operations.

Legal and regulatory risks

Regulatory environment

The Group operates in a highly regulated industry. The

Group’s business is subject to regulation set by

Government authorities in each of the markets where the

Group operates. Changes in regulation or Government

policy could restrict the Group’s ability to manage its

operations. Regulatory authorities could inter alia amend

or revoke licenses, which could materially impact the

Group’s business performance and operational results.

Dispute with GoldenTree

GoldenTree Asset Management LP (“GoldenTree”) as

agent and certain other lenders entered into an

unsecured and subordinated loan agreement dated 30

September 2015 (the “GoldenTree Loan Agreement”) with

AINMT Holdings AB, which owns directly 100 % of the

shares in Ice Group Scandinavia Holding AS. On 10

October 2020 GoldenTree submitted a claim against

AINMT Holdings AB before Oslo District Court to obtain a

judgement that the GoldenTree Loan Agreement has been

breached 14 times since 2017 (7 of these alleged breaches

consisting of not informing GoldenTree of the alleged

breaches) and that the lenders are entitled to an increase

in the interest rate of 5 percentage points for each breach.

According to GoldenTree this implies that interest accrued

in the last year ending 30 September 2020 alone amounts

to USD 112,376,900. GoldenTree alleges that this interest

amount is due and payable and requests that the Ice

Group ASA subsidiary, AINMT Holdings AB, be ordered to

pay this amount to GoldenTree. GoldenTree has been

informed of the public bond issues and has never before

objected to or raised any concerns in relation thereto.

On 12 April 2021, GoldenTree submitted a pleading to the

court in the dispute. In the pleading, GoldenTree admits

that it received information about the disputed historic

financing transactions when they took place – despite not

raising any objections until August 2020 – which AINMT

Holdings AB already had invoked as a key defense against

the claim. In the same pleading, GoldenTree agreed to

refer the dispute to mediation. In the pleading GoldenTree

has further expanded its claim to include 6 additional

alleged breaches (connected to Ice Group Scandinavia

Holdings AS’ refinancing of its NOK 1,400 million senior

secured bond), based on the same legal arguments as for

the original claim. The formal court-led mediation

meetings were conducted in June.

In Ice Group's opinion there is no merit to any of

GoldenTree's claims that the loan agreement has been

breached. Ice Group will vigorously oppose all

GoldenTree's allegations in a possible law-suit.

None of Ice Group Scandinavia Holdings AS or Ice

Communication Norge AS are parties to the GoldenTree

Loan Agreement. GoldenTree has, therefore, not made

any direct claims towards the Company or its subsidiary,

and will have no direct recourse towards the Company or

the Group. Indirectly, the Company and its subsidiary may

be affected if AINMT Holdings AB becomes liable under

the lawsuit for an amount higher than they are able to pay

without selling the Company, which will be a breach of the

ownership requirement in the bond terms.

Please also see note 28 – Subsequent events.

Data protection

In order to provide its services, the Group collects and

processes large amounts of personal data with respect to,

Ice Group Scandinavia Holdings AS Annual Report 2021

inter alia, its customers, as a data controller. The EU

General Data Protection Regulation and local data

protection laws ("GDPR") provide strict obligations on data

controllers and rights for data subjects. Breach of GDPR

may result in fines and penalties as well as loss of

reputation. The implementation of GDPR has required

amendments to the Group's procedures and policies,

including measures to ensure compliance with the rules.

If there are breaches of these measures, the Group could

face significant administrative and monetary sanctions or

reputational damage which may have an adverse effect on

the Group's financial condition and results of operation.

Financial risks

Amount of debt

Ice Scandinavia has a relatively high level of outstanding

debt.

Ice Group Scandinavia Holdings AS has issued the

following bonds:

a) NOK 800 million Senior Unsecured Callable Bonds

issued in 2017 and maturing 7 April 2022,

b) NOK 900 million Senior Unsecured Callable Bonds

issued in 2019 and maturing 10 October 2023

c) NOK 1,400 million Senior Secured Callable Bonds issued

10 March 2021, maturing 10 March 2025, and

d) NOK 689 million PIK Toggle Subordinated Convertible

Bond in 2020 maturing 31 August 2025, where Ice Group

Scandinavia Holdings AS is co-debtor and Ice Group ASA is

issuer.

The level of debt of the Group could adversely affect the

overall financial flexibility of the Group. It is mainly the

Group’s level of debt that is likely to have the most

important negative consequences for the Group. For

example, the Group’s substantial debt could (i) require the

Group to dedicate a large portion of its cash flow from

operations to service debt and fund repayments on the

Group’s debt, thereby reducing the availability of its cash

flow to fund working capital, capital expenditures and

other general corporate purposes; (ii) increase the Group’s

vulnerability to adverse general economic or industry

conditions; (iii) limit the Group’s flexibility in planning for,

or reacting to, changes in the Group’s business or the

industry in which it operates; (iv) place the Group at a

competitive disadvantage compared to its competitors

that have less debt; (v) require the Group to comply on

certain covenants and undertakings, and (vi) make it more

difficult to attract both existing and new investors to

participate in new equity issues. Please also see note 28 –

Subsequent events regarding the sale of Ice Group

Scandinavia Holdings AS.

Covenants

The bond agreements for the bond issues include

financial and operational covenants applicable for the

Group. A failure by the Group to meet these covenants will

constitute an event of default entitling the bondholders

(acting through the bond trustee) to call for immediate

repayment of amounts outstanding under the Bond. The

GoldenTree Loan Agreement and the RG Loan contain put

options, which would require the Group to repay the

loans, in whole or in part, prior to their respective maturity

date. In the event of an acceleration of the loans or an

exercise of these put options, there is a risk that the Group

will not have sufficient funds at the relevant time to make

the required repayments.

In addition, future credit facilities entered into by the

Group may require it to satisfy a maximum total leverage

test and potentially additional financial covenants. The

ability of the Group to comply with the covenants in the

bond agreements and in future credit facilities may be

affected by events beyond their control and it cannot be

assured that the Group will continue to meet these tests.

The failure of the Group to comply with these obligations

could lead to a default under its credit facilities unless the

Group can obtain waivers or consents in respect of any

breaches of its obligations thereunder. It cannot be

assured that such waivers or consents will be granted. A

breach of any covenants or the inability to comply with the

required financial ratios could result in a default under

such credit facilities. In the event of any default under the

credit facilities, the lenders will not be required to lend any

additional amounts to the Group and could elect to

declare all outstanding borrowings, together with accrued

interest, fees and other amounts due thereunder, to be

immediately due and payable. If the debt under the

Group’s credit facilities were to be accelerated, the Group

cannot assure that its assets would be sufficient to repay

such debt in full.

Financing and liquidity risks

Financing risk refers to risks relating to the Group’s ability

to obtain additional financing or refinancing of existing

debt, or that it can only be obtained only at a significantly

higher cost.

Further expansion of the Group in Norway could lead to

an amended capital requirement profile for the Group,

and the Group could have, inter alia, operating expenses

and capital expenditures which are difficult to foresee at

this point in time, making the existing financing

insufficient to meet the capital requirements. For instance,

the capital requirements of the Group may increase on a

short-term basis should the customer growth of the

Group be greater than expected. Further, the actual

revenue and customer base of the Group may negatively

deviate from the Group’s expectations, creating a need for

additional financing. The Group may not be able to obtain

additional financing on reasonable terms or at all in order

Ice Group Scandinavia Holdings AS Annual Report 2021

to finance the necessary operating expenses and/or

capital expenditures.

There is always refinancing risk when it comes to

refinancing existing debt. The Group believes the two

unsecured bonds have a good refinancing runway. Ice

Scandinavia Group is progressing well on revenue growth,

EBITDA and cash flow compared to when the bonds were

entered into, and, therefore, expects that it will be able to

refinance the bonds before they mature. However, no

assurance can be given that such refinancing will be

granted on equal or better terms.

Although Ice Group’s main shareholders have supported

the Group in all equity issues so far, there is no guarantee

that they will continue to do so in the future.

As a result of Ice Scandinavia’s high leverage, the Group

uses a large share of its cash flow for payment of liabilities,

which means that the Group’s financial flexibility is limited.

Please also see note 28 – Subsequent events regarding the

sale of Ice Group Scandinavia Holdings AS.

Interest rate risks

The Group is exposed to interest rate risks in interest

bearing current and non-current liabilities. As the bonds

carry variable interest rates (NIBOR), the relatively high

level of debt results in exposure to interest rate risk.

Further financial risks are described in note 2.

Ice Group Scandinavia Holdings AS Annual Report 2021

ALTERNATIVE PERFORMANCE MEASURES

Ice Scandinavia’s financial information is prepared in

accordance with IFRS. In addition to the ordinary financial

performance measures prepared in accordance with IFRS,

it is management's intent to provide alternative

performance measures (“APM”) to enhance the

understanding of the Group’s underlying performance.

Financial APMs are intended to enhance comparability of

the results and cash flows from period to period, and Ice

Svandinavia believes that these are frequently used by

analysts, investors and other parties. These measures are

adjusted IFRS measures, defined, calculated and used in a

consistent and transparent manner over the years and

across the company where relevant. The alternative

performance measures take into consideration items

regarded as special due to their nature and include among

others provision for non-recurring or non-operational

items as technical migrations, restructurings, write-

downs, strategic processes, refinancing and share-based

compensation expenses.

⁎

Financial APMs should not be considered as a

substitute for measures of performance in accordance

with IFRS.

⁎ APMs may be calculated differently by other

companies.

EBITDA adjusted

EBITDA (Earnings Before Interests, Taxes, Depreciations

and Amortisations) adjusted is a financial parameter that

the Ice Group considers to be relevant to an investor who

wants to understand the generation of earnings before

investment in fixed assets. Ice defines EBITDA adjusted as

operating profit after adjustment of expenses for

depreciation, amortisation and impairment losses, foreign

exchange differences recognised in income pertaining to

revaluation of items in the balance sheet and non-

recurring items. Any effects from business combinations

are not included.

NOK millions

2021

2020

Operating result

-188

-469

Depreciation and amortisation

581

525

EBITDA

393

Items related to network technical upgrade

Redundancy and other non-recurring costs

-0

Share-based compensation expenses

EBITDA adjusted

404

CAPEX

Ice Scandinavia considers CAPEX, CAPEX excluding

contracts with customers, CAPEX excluding licenses and

spectrum and CAPEX excluding licences, spectrum and

contracts with customers as important measures to be

able to understand the Group’s investments in intangible,

tangible and other non-current assets.

NOK millions

2021

2020

Investments in intangible assets

131

122

Investments in tangible assets

366

540

Change contracts with customers

263

302

CAPEX

760

963

Change in contracts with customers

-263

-302

CAPEX excluding contracts with customers

497

662

CAPEX

760

963

Licences and spectrum

-2

CAPEX excluding licences and spectrum

760

961

Change in contracts with customers

-263

-302

CAPEX excluding licences, spectrum and contracts with customers

497

660

Ice Group Scandinavia Holdings AS Annual Report 2021

NIBD

Ice Scandinavia considers NIBD (Net Interest-Bearing

Debt) to be an important measure to be able to

understand the group’s indebtedness. NIBD presented

below is based on the total group for continuing

operations and is defined as Gross Interest-Bearing Debt

less Cash and cash equivalents.

NOK millions

2021

2020

Total borrowings as specified in note 22

3,616

3,394

Adjusted for:

Capitalised loan costs

Gross Interest-bearing Debt

3,651

3,415

Cash and cash equivalents

-345

-525

Net Interest-bearing Debt

3,306

2,890

The Group issued a new senior secured bond in the first

quarter of 2021 of NOK 1,400 million of which the

proceeds were used to redeem the existing NOK 1,400

million (ISIN NO0010807092) senior secured bond.

Accrued interests have been capitalised.

Ice Group Scandinavia Holdings AS Annual Report 2021

INCOME STATEMENT

Ice Group Scandinavia Holdings AS

NOK millions

Note

2021

2020

Revenue

Operating income

Other operating expenses

-20

-14

Operating expenses

-20

-14

Operating result

-20

-14

Interest income from group companies

141

140

Other interest income

Interest expense to Parent company

-9

-5

Other interest expenses

-177

-192

Other financial expenses

-22

Unrealised currency effects

-0

Impairments

P2, P4

-1,057

Net financial income and expenses

-1,123

-78

Operating result before tax

-1,143

-92

Tax on ordinary result

Operating result after tax

-1,143

-92

ANNUAL NET PROFIT

-1,143

-92

Brought forward

From other equity

-1,143

-92

Net brought forward

-1,143

-92

Ice Group Scandinavia Holdings AS Annual Report 2021

BALANCE SHEET

Ice Group Scandinavia Holdings AS

NOK millions

Note

31 Dec 2021

31 Dec 2020

ASSETS

Investments in Group companies

2,736

3,792

Loans to Group companies

P3, P4

2,379

2,477

Total financial non-current assets

5,114

6,269

Other receivables

Prepaid expenses

Cash and cash equivalents

Total current assets

116

105

TOTAL ASSETS

5,231

6,374

EQUITY AND LIABILITIES

Share capital

Total restricted equity

Other equity

2,296

3,440

Total retained equity

2,296

3,440

Total equity

2,302

3,445

Bond loans

2,265

2,798

Borrowings from Parent Company

P3, P4

101

Total non-current liabilities

2,366

2,889

Trade payables

Current borrowings

520

1,400

Payables to Group companies

Other liabilities

Total current liabilities

564

1,440

Total liabilities

2,929

TOTAL EQUITY AND LIABILITIES

5,231

6,374

Oslo, 29 March 2022

Martin Westersø

Eivind Helgaker

Geir Magne Flyum

Chairman of the Board

Ice Group Scandinavia Holdings AS Annual Report 2021

STATEMENT OF CASH FLOWS

Ice Group Scandinavia Holdings AS

NOK millions

Note

2021

2020

Result before tax

-1,143

-92

Paid interest expense

187

202

Other financial expenses

Net interest expense

-142

-145

Currency and other non-cash items

1,053

Change in current receivables

Change in current liabilities

-37

Cash flows from operating activities

-19

-22

Loans to subsidiaries

240

-430

Cash flows from investing activities

240

-430

Borrowings, net

1,365

Repayments

-1,400

Interest payments on borrowings

-187

-202

Cash flows from financing activities

-222

-202

Cash flow for the year

-1

-654

Cash and cash equivalents at the beginning of the year

704

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

Ice Group Scandinavia Holdings AS Annual Report 2021

NOTES TO PARENT COMPANY FINANCIAL STATEMENTS

Ice Group Scandinavia Holdings AS

Content notes

P1 Accounting principles

P2 Subsidiaries

P3 Transactions with Group companies, related parties, etc.

P4 Balances with Group companies, related parties, etc.

P5 Shareholders’ equity and shareholder information

P6 Taxes

P7 Fees and other remuneration to auditors

P8 Pledges and securities

P9 Bond loans

P10 Subsequent events

Ice Group Scandinavia Holdings AS Annual Report 2021

Note P1 - Accounting principles

The annual accounts have been prepared in compliance

with the Accounting Act and accounting principles

generally accepted in Norway.

Operating expenses

Purchases from other Group companies consist mainly of

consultancy fees in strategic Group projects, property

lease, IT-operations and maintenance and audit fees.

Classification of balance sheet items

Assets intended for long term ownership or use have been

classified as fixed assets. Assets relating to the trading

cycle have been classified as current assets. Other

receivables are classified as current assets if they are to be

repaid within one year after the transaction date. Similar

criteria apply to liabilities. First year's instalment on long-

term liabilities and long-term receivables are, however,

not classified as short-term liabilities and current assets.

Shares in subsidiaries and loans to

subsidiaries

The Company conducts the main part of the external debt

financing in the Group and finances its operating

subsidiaries with equity and loans.

Shares in subsidiaries and loans provided to subsidiaries

are evaluated at the lower of cost or fair value. Any

impairment losses and reversal of impairment losses are

classified as net gains (loss and impairment) on financial

assets in the income statement.

Asset impairments

Impairment tests are carried out if there is indication that

the carrying amount of an asset exceeds the estimated

recoverable amount. The test is performed on the lowest

level of fixed assets at which independent cash flows can

be identified. If the carrying amount is higher than both

the fair value less cost to sell and recoverable amount (net

present value of future use/ownership), the asset is

written down to the highest of fair value less cost to sell

and the recoverable amount. Previous impairment

charges are reversed in later periods if the conditions

causing the write-down are no longer present.

Liabilities

Liabilities are recognised in the balance sheet at

amortised cost.

Foreign currencies

Receivables and liabilities in foreign currencies are valued

at the exchange rate on the balance sheet date. Currency

effects are recognised through the income statement as a

part of net financial items.

Pensions

The Company has no employees.

Taxes

The tax charge in the income statement includes both

payable taxes for the period and changes in deferred tax.

Deferred tax is calculated at relevant tax rates on the basis

of the temporary differences which exist between

accounting and tax values, and any carry-forward losses

for tax purposes at the year-end. Tax enhancing or tax

reducing temporary differences, which are reversed or

may be reversed in the same period, have been

eliminated. The disclosure of deferred tax benefits on net

tax reducing differences which have not been eliminated,

and carry-forward losses, is based on estimated future

earnings. Deferred tax and tax benefits which may be

shown in the balance sheet are presented net.

The tax effect of group contributions given to parent or

sister companies are recognised in the income statement

if the amount represents distribution of prior earnings.

The tax effect of group contributions given to subsidiaries

is recognised net with the contribution as an additional

cost of the shares. The tax effect of group contributions

received from parent or sister companies is recognised

net with the contribution as an equity increase. The tax

effect of group contributions received from subsidiaries

are recognised in the income statement. Deferred tax is

reflected at nominal value.

Cash flow statement

The cash flow statement has been prepared using the

indirect method. This means that result before tax is

adjusted for transactions that do not result in cash

payments during the period and for any income or

expense associated with investing or financing cash flows.

Founding

The Company was founded as Startfase 654 AS in

February 2014.

Ice Group Scandinavia Holdings AS Annual Report 2021

Note P2 – Subsidiaries

Direct investments in subsidiaries, associated companies and joint ventures are booked according to the cost method.

Amounts in the table below are stated in NOK millions.

Subsidiary

Location

Ownership and

voting share

Book value

Ice Communication Norge AS

Oslo, Norway

100%

2,736

Balance sheet value 31 December 2021

2,736

Shares in subsidiaries are reviewed for impairment

whenever events or changes in circumstances indicate

that the carrying amount may exceed the fair value of the

investment, as described in note P1. Following the

announcement in of the Heads of Terms agreement with

Lyse as described in note 28 in the Group’s consolidated

financial statement, the asset value from the impairment

test has been compared with the Transaction value of the

agreement with Lyse. The Transaction is between two

independent parties, and therefore the Transaction gives

the best indication of actual enterprise value, as it reflects

what the market is willing to pay for the assets of the

Group. The shares have therefore been impaired. Please

see below.

NOK millions

2021

2020

Investments in Group companies 01.01

3,792

Impairment

-1,057

Investments in Group companies 31.12

2,736

3,792

Note P3 – Transactions with Group companies, related parties

The Company is wholly owned by AINMT Holdings AB,

Sweden, (the “Parent Company”) which is wholly owned by

Ice Group ASA, Norway. The major shareholder of Ice

Group ASA is AI Media Holdings (NMT) LLC, Delaware. The

ultimate parent which is deemed to have a controlling

influence over AINMT Group is AI International

Investments LLC, registered in Delaware, USA with

address 730 5th Avenue, 20th Floor, New York NY10019.

Other related parties are all subsidiaries within the Group

and senior executives of the Group, i.e. Board and

Management, as well as its family members.

The Company has an internal loan to its subsidiary, Ice

Communications AS. The interest rate is 6% per annum,

capitalised annually. See note P4.

Goods and services are bought and sold by and to all the

Scandinavian subsidiaries on normal commercial terms

with cost plus margin of 7%.

Note P4 – Balances with Group companies, related parties, etc.

31 Dec 2021

31 Dec 2020

NOK millions

Non-current

Current

Non-current

Current

Loans to subsidiaries

2,379

2,477

Other short-term receivables

Total

2,379

2,477

Loans from AINMT Holdings AB

101

Trade payables to Group companies

Other current liabilities

Total

101

In March 2021, AINMT Holdings AB and the Company

entered into a new agreement replacing the previous loan

agreement entered into between the parties with effect

from 1 January 2021. The loan amount is NOK 91 million,

and the interest rate is 10% per annum, accrued annually,

The loan, including all accrued and unpaid interests, shall

Ice Group Scandinavia Holdings AS Annual Report 2021

be repaid in full by 31 December 2025. The loan is

subordinated.

Interest income from subsidiaries amounts to NOK 141

million (140). Interest expense to AINMT Holdings AB

amounts to NOK 9 million (5).

The Company has no employees. No loans/sureties have

been granted to the general manager, Board chairman or

other related parties.

Note P5 – Shareholders’ equity and shareholder information

NOK millions

No of shares

Share capital

Other equity

Total

As per 1 January 2020

3,531

3,536

Profit for the year -

- -92

-92

As per 31 December 2020

3,440

3,445

Profit for the year

-1,143

As per 31 December 2021

2,296

3,302

The shares have one vote each. The shares have a nominal

value of 170,000 NOK (150,000) each, are all fully paid and

are all held by AINMT Holdings AB, which is owned to 100%

by Ice Group ASA. The ultimate Parent Company is Al

Media Holdings (NMT) located in Delaware, USA.

Note P6 – Taxes

NOK millions

Calculation of deferred tax/deferred tax benefit

2021

2020

Temporary differences

Net temporary differences

Tax losses carried forward

-636

-535

Basis for deferred tax

-600

-514

Deferred tax (22%)

-132

-113

Deferred tax benefit not shown in the balance sheet

132

113

Deferred tax in the balance sheet

The reason deferred tax benefit is not reflected in the balance sheet is that there are not enough historical results to

evidence that future taxable profits will be sufficient to utilise the tax benefit.

Ice Group Scandinavia Holdings AS Annual Report 2021

Basis for income tax expense, changes in deferred tax and tax payable

2021

2020

Result before taxes

-1,143

-92

Permanent differences

1,057

Basis for the tax expense for the year

-87

-88

Change in temporary differences

-13

Change in tax losses carried forward

100

Basis for payable taxes in the income statement

+/- Group contributions received/given

Taxable income

-100

-70

Components of income tax expenses

Payable tax on this year's result

Adjustment in respect of priors

Total payable tax

Change in deferred tax

Change in deferred tax due to change in tax rate

Tax expense

Payable taxes in the balance sheet

Payable tax in the tax charge

Tax effect of group contribution

Payable tax in the balance sheet

Note P7 – Fees and other remuneration to auditors

NOK thousands

2021

2020

PwC

Audit assignment

517

355

Other assurance services

Tax advisory

Other advisory services

Total

550

484

VAT is not included in the audit fees. All audit fees are with PwC.

Note P8 – Pledges and securities

In relation with issuing the Senior Secured Callable bond

in 2021, collaterals were set out in favour of the

bondholders (Nordic Trustee ASA, Norway, as bond

trustee on behalf of the bondholders).

Please see note 25 in the Group’s consolidated financial

statements for details.

Note P9 – Bond loans

31 Dec 2021

31 Dec 2020

NOK millions

Original loan

amount

Outstanding

amount

Original loan

amount

Outstanding

amount

Senior Unsecured Callable Bond 17/22

520

518

520

514

Senior Secured Callable Bond 17/21 -

1,400

1,392

Senior Secured Callable Bond 21/25

1,400

1,371

Senior Unsecured Callable Bond 19/23

900

894

900

892

Total

2,820

2,784

2,820

2,798

1) Principal netted with own bond of NOK 280.5 million.

Ice Group Scandinavia Holdings AS Annual Report 2021

Paid interest expense amounts to NOK 187 million (202)

in 2021. Interest expense for the bond loans amounts to

NOK 177 million (192).

Senior Secured Callable Bond 2017/2021

In Q4 2017, Ice Group Scandinavia Holdings AS, issued a

four-year NOK 1.4 billion senior secured bond (ISIN NO

001 0807092). The bond has a coupon of 3 months NIBOR

+4.60% points. The bond was admitted to Oslo Stock

Exchange on 8 November 2017. The bond was redeemed

in the first half of 2021.

Senior Unsecured Callable Bond 2017/2022

In Q4 2017, Ice Group Scandinavia Holdings AS, issued a

four-year NOK 1.4 billion senior secured bond (ISIN NO

001 0807092). The bond has a coupon of 3 months NIBOR

+4.60% points. The bond was admitted to Oslo Stock

Exchange on 8 November 2017. The bond was redeemed

in the first half of 2021.

Senior Unsecured Bond 2019/2023

In Q4 2019, Ice Group Scandinavia Holdings AS, issued a

four-year NOK 900 million senior secured bond (ISIN NO

001 0864002). The bond has a coupon of 3 months NIBOR

+8.00% points. The bond was successfully admitted to

Oslo Stock Exchange on 1 April 2020.

Senior Secured Bond 2021/2025

In Q1 2021, Ice Group, through Ice Group Scandinavia

Holdings AS, issued a new four-year NOK 1,4 billion

senior secured bond (ISIN NO 001 0939788). The bond

has a coupon of 3 months NIBOR +4.00% points. The

bond was successfully admitted to Oslo Stock Exchange

on 4 August 2021.

Financial Covenants

The Group has to, for all the above bonds, comply with

certain financial covenants:

⁎ Minimum liquidity of NOK 150 million

⁎ Loan to value cannot exceed 50%

As per 31 December 2021, loan to value tested to 31

Note P10 – Subsequent events

Please refer to note 28 in the Group’s consolidated financial statements for subsequent events.

Ice Group Scandinavia Holdings AS Annual Report 2021

RESPONSIBILITY STATEMENT

From the Board of Directors of Ice Group Scandinavia Holdings AS:

“We confirm to the best of our knowledge that:

- the consolidated financial statements for 2021 have been prepared in accordance with IFRS as adopted by the EU

as well as additional information requirements in accordance with the Norwegian Accounting Act

- the financial statements for the Parent Company for 2021 have been prepared in accordance with the Accounting

Act and accounting principles generally accepted in Norway.

and that

- the information presented in the financial statements gives a true and fair view of the Company’s and Group’s

assets, liabilities, financial position and result for the period viewed in their entirety and that

- the Board of Directors’ report gives a true and fair view of the development performance and financial position of

the Company and Group and includes a description of the principle risks and uncertainties.”

29 March 2022

Martin Westersø

Eivind Helgaker

Geir Magne Flyum

Chairman of the Board

Ice Group Scandinavia Holdings AS Annual Report 2021

Definitions

ARPU

Average monthly Revenue Per User

Churn

The number of lost subscriptions expressed as a percentage of the average number

of subscriptions.

EBITDA

Ice Scandinavia defines EBITDA as Operating result after adjustment of expenses for

depreciation, amortisation and impairment losses, foreign exchange differences

recognised in income pertaining to revaluation of items in the balance sheet and non-

recurring items. Any effects from business combinations are not included in EBITDA.

EBITDA adjusted

Ice Scandinavia defines EBITDA adjusted as operating income after adjustment of

expenses for depreciation, amortisation, impairment, network upgrades, share based

compensation expense, non-recurring and other non-operational items. Any effects

from business combinations are not included.

Equity/assets ratio

Equity divided by total capital.

CAPEX

CAPEX is defined as investments in non-current assets as stated in the statement of

cash-flows

Gross interest-bearing debt

Total interest-bearing debts including capitalised interests

Operating result

Profit before financial items and tax

Operating margin Operating result expressed as a percentage of Total operating revenue

Net interest-bearing debt

Gross interest-bearing debts less cash and cash equivalents

NRA

National Roaming Agreement

VoLTE

Voice over LTE

CPE Customer Premises Equipment

Ice Group Scandinavia Holdings AS Annual Report 2021

Ice Group Scandinavia Holdings AS - Nydalsveien 18B 0484 Oslo - www.icegroup.com