Untitled

ANNUAL REPORT 2021

DOVRE GROUP IN BRIEF

Dovre Group is a global provider of high-value project management ser-

vices. The Group’s parent company Dovre Group Plc is domiciled in Finland

and listed on Nasdaq Helsinki (symbol DOV1V).

Dovre Group has three business areas: Project Personnel, Consulting

and Renewable Energy. The Project Personnel business area has over

30 years of experience as a global provider of project professionals for

large investment projects. The Consulting business area operates in the

Nordic countries and provides management and project management

expertise for the development and execution of large investment projects,

including software and industrial reality capture solutions. The Renewable

Energy business area consists of the operations of Dovre’s subsidiary

Suvic Oy, which is a development company specialising in the construc-

tion of energy solutions, in particular wind farm projects and project

management in Finland. Through its operations Dovre Group contributes

to an environmentally and socially sustainable future.

In 2021, the Group’s net sales were EUR 142.7 million and its operating

result was EUR 6.1 million. Project Personnel accounted for 53%, Consult-

ing for 11% and Renewable Energy for 35% of the net sales.* Dovre Group

employs more than 870 people worldwide and executes assignments in

more than 20 countries.

* Renewable Energy included for April–December.

The origin of our company name

Dovre is the name of the most famous mountains in Norway and represents an everlasting solid foundation. Dovre Group supports our clients with the same solid

foundation for decision making and execution for their most challenging projects.

MINDS MOVE MOUNTAINS

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

1. DOVRE GROUP

Dovre Group in Brief 2

Business areas 4

Key Figures 8

CEO’s review 10

Dovre Group as an investment 12

2. REPORT OF THE BOARD OF DIRECTORS 15

3. SHARES AND SHAREHOLDERS 26

Key Figures by Share 29

Calculation of Key Indicators 30

4. CONSOLIDATED FINANCIAL

STATEMENTS, IFRS (*) 32

Consolidated Statement of

Comprehensive Income, IFRS 32

Consolidated Statement of Financial Position, IFRS 33

Consolidated Statement of Cash Flows, IFRS 34

Consolidated Statement of Changes

In Shareholders’ Equity, IFRS 35

Notes to the Consolidated Financial Statements, IFRS 36

1. General information 36

2. Accounting principles 36

3. Segment information 39

4. Acquisitions 41

5. Net sales 42

6. Other operating income 42

7. Material and services 42

8. Employee benefits expense 42

9. Depreciation and amortization 43

10. Other operating expenses 43

11. Financing income and expenses 43

12. Income tax 44

13. Earnings per share 45

14. Intangible assets 46

15. Goodwill 47

16. Tangible assets 48

17. Inventories 49

18. Financial assets 50

19. Trade and other receivables 50

20. Shareholders’ equity 51

21. Share-based compensation 52

22. Non-current financial liabilities 52

23. Current financial liabilities 53

24. Trade payables and other liabilities 53

25. Changes in liabilities arising from

financing activities 54

26. Financial risk and capital

structure management 55

27. Commitments and contingent liabilities 57

28. Subsidiaries 57

29. Related party transactions 58

5. FINANCIAL STATEMENTS

OF THE PARENT COMPANY, FAS (*) 60

Dovre Group Plc’s Income Statement, FAS 60

Dovre Group Plc’s Balance Sheet, FAS 61

Dovre Group Plc’s Cash Flow Statement, FAS 62

Notes to Dovre Group Plc’s Financial Statements, FAS 63

1. Accounting principles 63

2. Net sales 63

3. Other operating income 64

4. Material and services 64

INDEX

(*) PART OF THE AUDITED

FINANCIAL STATEMENTS

5. Employee benefits expense 64

6. Depreciation and amortization 64

7. Auditor fees 65

8. Financing income and expenses 65

9. Income taxes 65

10. Intangible assets 65

11. Tangible assets 66

12. Investments 66

13. Non-current receivables 67

14. Current receivables 67

15. Shareholders’ equity 68

16. Non-current liabilities 68

17. Current liabilities 68

18. Commitments and contingent liabilities 69

6. SIGNATURES FOR THE FINANCIAL

STATEMENTS (*) 70

7. AUDITOR’S REPORT 72

8. CORPORATE GOVERNANCE

STATEMENT 76

9. REMUNERATION REPORT 81

10. INVESTOR RELATIONS 85

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

BUSINESS AREAS

Dovre Group provides high value project management,

management consulting and project personnel services.

We partner with leading private and public organizations,

ensuring successful development and execution of major

projects. Through our operations we support an environ

mental and socially sustainable future.

Our business is divided into three business units that are

presented below.

PROJECT

PERSONNEL

CONSULTING

RENEWABLE

ENERGY

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

PROJECT PERSONNEL

Dovre Group’s Project Personnel business area has

over 30 years of experience as a global provider

of project professionals for large investment pro-

jects. Our main markets are the Nordic countries,

Asia Pacific, North America, and the Middle East.

Our offices are located in Canada, Finland, Norway,

Russia, Singapore and the United States.

WE BUILD OUR BUSINESS ON

EXPERTISE, TRUST AND LOYALTY

Dovre Group helps the world’s leading organizations

succeed in their projects. We ensure access to the

best project professionals – whenever or wherever

our clients need them. As a publicly listed company,

we are a compliant, transparent, and trustworthy

partner for our clients. We consistently get top

scores for quality and service when the customers

review our work.

The key to success in the Project Personnel busi-

ness is access to the best project people. Many of

our consultants have been with us for decades, on

numerous different assignments around the world.

We take good care of our consultants, and together

we take good care of our clients. We are building a

solid portfolio of long-term framework agreements

with existing and new clients.

STRONG GROWTH IN 2021

IN SINGAPORE AND IN NORWAY

In Project Personnel the growth trend that started

already in H2 2020 continued in 2021. The head-

count levels returned to pre-pandemic levels dur-

ing the first quarter of the year, and growth was

particularly strong in Singapore and Norway. In the

third quarter 2021, despite some adverse COVID-19

impacts, Singapore unit reached its all-time high

in headcount with more than 330 consultants

engaged in construction and commissioning of

several projects locally. The market in Norway was

also very active as the combination of high energy

demand, high oil price and the Covid-19 tax reg-

ulations impacted favourably early phase project

activities throughout the year. North America, on

the other hand, had more stable development in

2021. In this market, the completion of the Lower

Churchill Project – a major hydroelectric project –

has been the largest project.

Project Personnel net sales increased by 21.1%

to EUR 76.2 (62.9) million in 2021. Operating profit

increased to EUR 2.9 (1.9) million. The project per

sonnel business employed an average of 685 (541)

people.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

CONSULTING

Dovre Group’s Consulting business area provides

advisory services for the effective development and

execution of large projects. We operate in the Nordic

countries, with offices in Finland and Norway.

CONTINUOUS VALUE-ADD IS THE KEY IN

LONG-TERM CLIENT RELATIONSHIPS

Large projects typically entail several years of con-

cept development and planning before execution,

and involve large scale investments. Many of our

clients maintain project or procurement portfolios

that include several projects of different sizes and

in different phases. Others, on the other hand, have

only one larger project running at a time, but this

project is often significant compared to the client’s

other investments or business costs. Success in the

consulting business requires the ability to contin-

uously provide our clients with the services they

value. We focus on building long-term customer

relationships based on framework agreements and

practical advice.

WE EXPANDED TO INDUSTRIAL REALITY

CAPTURE BUSINESS IN FINLAND

In Consulting Finland, the major event was that we

continued our business diversification by purchas

ing industrial reality capture business eSite from

Fortum in August. eSite specializes in 3D-imaging of

industrial sites and operating plants to improve pro-

ject execution and operating plant’s performance,

and we see it as a promising venture in expanding

and strengthening our existing service offering. We

expect the value creating impacts of this purchase

to be visible in our business from 2022 onward.

PROFITABLE GROWTH

Consulting in Norway had a very active start of

the year with several large public sector consult-

ing projects ongoing in the first half of 2021. The

unit announced, for example, new agreements with

Statsbygg and Gassnova in Norway. The activity

gradually normalised in the second half of the year

after several major projects were finalised by sum

mer. The volumes remained, however, on a healthy

level.

In 2021, Consulting’s net sales increased by 11.0

percent to EUR 16.1 (14.5) million and operating

profit increased to EUR 2.3 (1.5) million. The busi-

ness group employed an average of 88 (85) people

during the year.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

RENEWABLE ENERGY

Dovre’s strategy to further diversify and

expand into renewable energy led to the

acquisition of a 51% majority of Suvic

Oy in March 2021. Suvic Oy, which forms

Dovre’s Renewable Energy business

area, is a development company spe-

cialising in the construction of energy

solutions, in particular wind farm pro

jects and project management. It also

offers contracting for the energy and

industrial constr uction sector, and ser-

vices including consulting, engineering

and budgeting of development projects.

With the acquisition Dovre also

strengthened its position in Finland. We

are committed to build our renewable

energy operations further and continue

our diversification, and already in 2021

we reached more than 50% of our sales

outside oil and gas.

Most projects in Renewable Energy

are carried out during summer months,

which means that the Renewable

Energy business has stronger season-

ality than the other two businesses.

SEVERAL NEW PROJECTS

ANNOUNCED IN 2021

Renewable Energy business had a very

active year in 2021. Suvic Oy started

five new windmill park projects, which

altogether include 110 windmills, and

announced two others. The scope in

the five projects that were started var-

ied from constructing the foundations

for windmills to complete turn-key solu-

tions including roads, lifting platforms,

foundations, power stations, main

power station, internal power grid and

main power grid as ground cabling. The

project sites are all located in Western

or Northern Finland.

The two additional projects that will

start in 2022 include building in two dif-

ferent sites the infrastructure for alto-

gether 56 windmills, including roads,

lifting platforms, foundations, internal

power grid and main power grid ground

works. Suvic’s order backlog for 2022

exceeded 50 million euros at year-end.

In April–December 2021, Renewa-

ble Energy net sales totaled EUR 50.4

(-) million, and operating profit was

EUR 1.9 (-) million. The business group

employed an average of 22 (-) people

during the year.

2017 2018 2019 2021 2020

2017 2018 2020 20212019

150

120

2017 2018 2019 2021 2020

-3

% %

20182017 2019 2021 2020

800

600

400

200

20182017 2019 2021 2020

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

OPERATING RESULT

NET SALES

ROI AND ROE

AVERAGE PERSONNEL OF THE YEAR

EQUITY-RATIO

NET SALES BY SEGMENT 2021

KEY FIGURES

Project Personnel Consulting Renevable energy*

ROI ROE

Project Personnel

Consulting

Renevable energy*

* Data for Renewable Energy for April–December 2021.

MEUR

MEUR % OF NET SALES

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

EUR THOUSAND

IFRS

2021

IFRS

2020

IFRS

2019

IFRS

2018

IFRS

2017

Net sales 142,744 77,474 83,135 65,466 62,681

Change, % 84.2% -6.8% 27.0% 4.4% -25.2%

Operating result 6,069 2,351 2,705 539 52

% of net sales 4.3% 3.0% 3.3% 0.8% 0.1%

Result before tax 5,610 2,168 2,642 1,058 -398

% of net sales 3.9% 2.8% 3.2% 1.6% -0.6%

Result for the period 3,667 1,643 2,091 844 -547

% of net sales 2.6% 2.1% 2.5% 1.3% -0.9%

Return on equity, % 14.0% 6.8% 9.0% 3.8% -2.3%

Return on investment, % 17.6% 7.9% 10.3% 4.6% -1.1%

Equity-ratio, % 40.8% 53.6% 49.2% 59.1% 62.2%

Gearing, % -3.7% -10.1% 0.2% -7.8% -9.4%

Balance sheet total 69,647 44,497 49,460 37,513 36,389

Gross capital expenditure 172 8 84 164 249

% of net sales 0.1% 0.0% 0.1% 0.2% 0.4%

Research and development -169 155 171 160 135

% of net sales -0.1% 0.2% 0.2% 0.2% 0.2%

Average number of personnel 796 629 620 495 468

Personnel at end of period 865 610 691 495 476

KEY FIGURES

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

CEO’S REVIEW

CEO’S REVIEW 2021

Dovre’s year of 2021 was marked by our suc-

cessful expansion to Renewables and the

strengthening of our position in Project Per-

sonnel and Consulting businesses in Finland. In

addition to significant growth, our profitability

and customer satisfaction improved. In 2022,

we will continue to further diversify our busi-

ness for continued profitable growth.

A SHIFT TOWARDS GREEN ENERGY

Dovre’s year 2021 can rightly be characterized as a shift

towards Green Energy. The acquisition of a 51 percent major-

ity shareholding in the Finnish windmill park design and con-

struction company Suvic Oy at the end of March 2021 was

a significant step in implementing our growth strategy and

expanding our operations into renewable energy.

With the acquisition, we established a new Renewable

Energy business area, which has become a significant part

of Dovre’s business in less than a year: its net sales in April–

December already accounted for 35% of Dovre’s full-year

2021 net sales. During the same period, we announced seven

new wind farm projects, and further three in February 2022.

While the Suvic acquisition expands our business into a

new area for windmill park design and construction, we see

significant synergies between our Renewable Energy and our

other businesses. We have been working with our energy cli

ents for 40 years and have supported them in their transition

to renewable energy on various wind and solar power projects,

and other green energy projects. The acquisition of Suvic

deepens our expertise in windmill park projects, and we will

invest in capitalizing on the growth opportunities arising from

the Suvic acquisition.

RAPID GROWTH IN PROJECT

PERSONNEL AND CONSULTING

The business also developed well in the Project Personnel and

Consulting business areas, as the operating environment grad-

ually normalized as restrictions on the Covid-19 pandemic were

lifted and vaccination coverage increased. We won several new

framework agreements and individual agreements in both

business units, such as the consulting framework agreements

with Statsbygg and Gassnova in Norway. The combined organic

revenue growth of the two business areas was 19.2% in 2021.

In the Project Personnel business, the largest growth came

from Singapore and Norway. The number of employees in our

Singapore unit rose to a record level in Q3 with completion of

the Johan Castberg project at the end of 2021. In Norway, the

demand for our services was boosted by higher oil price and

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

CEO’S REVIEW

to new clients and industries, such as transportation, construc-

tion, digitalisation and defence sectors.

We expect the competitive market situation to remain

tight, and we will closely monitor oil price developments and

other market movements. At the time of writing this review

in early March 2022, we have also faced the uncertainty of

the global economy caused by the outbreak of war in Ukraine

and related measures. The effects of the new situation on

our customers’ business and demand for our services are

still unclear. However, the covid-19 pandemic and the excep-

tional circumstances it created have shown that we have the

capacity to adapt quickly to changing situations. In addition,

COVID-19 tax incentives, that accelerated project early phase

activities in the oil and gas sector.

The positive development in the Norwegian consulting

business continued throughout the year. The most significant

event in the Finnish Consulting business was the acquisition

of the eSite business from Fortum. eSite specializes in plant

imaging and 3D modelling. We will utilise this opportunity in

expanding and strengthening our current service offering and

expect the benefits to be visible in our business from 2022

onwards.

Despite strong growth, we were also able to improve our

profitability and customer satisfaction. Dovre Group’s net sales

in 2021 increased by 84.2% to 142.7 million euros and the oper-

ating profit margin improved to 4.3 (3.0) %. With the growth

of our business, our number of employees also increased and

was 865 (610) at the end of the year.

SHIFT TO RENEWABLES AND

DIGITALISATION SUPPORT OUR GROWTH

As a global provider of project management services, we oper-

ate at the crossroads of megatrends such as climate change

and digitalisation. Our value creation for our stakeholders is

primarily based on the diversity of our business, the expertise

of our consultants, maintaining our long-term customer rela-

tionships and keeping our operating costs low. We will continue

to invest in our personnel to ensure that the best consultants

remain in our service and are available to our clients’ projects.

Our strategic priorities are to continue to grow, improve

profitability and further diversify our business. We plan to

further expand our services in the energy sector. In addition,

our goal is to increase the share of Consulting in our business

and to continue to diversify our offering in this business area

the importance of energy and renewable energy has been

clearly proven.

I want to thank our employees, whose professionalism and

dedication enable us to serve the world’s largest companies

and exceed their expectations. I also thank our customers,

shareholders, and other stakeholders for their valuable sup-

port.

Arve Jensen

CEO

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

Dovre Group’s mission is to support an envi-

ronmentally and socially sustainable future

by providing high value competence in major

investment projects in the private and pub-

lic sectors. We create value to our clients by

helping them to reach their goals.

OUR VALUE CREATION IS BASED ON

PROJECTS, EXPERTISE AND TRUST

Dovre Group provides advisory services, project management

solutions and professional project personnel. Our personnel’s

deep expertise and ability to advise, develop and manage

client projects form the core of Dovre Group’s business model

and enable its growth and development. To succeed in crea-

ting value for our customers we must first ensure that the

best experts in our field continue to be available to us as con

sultants, and thereafter ensure that our clients have access

to the right people at the right time.

The industries we focus on are energy, building & infra

structure, industry, mining and pulp & paper. Our clients are

leading private and public organizations, and the projects in

which we partner are typically long-term and complex. Due

to the nature of our business, trust is a key element in our

business. Therefore, the long-term financial success of Dovre

Group depends on – in addition to our employees’ ability to

offer valuable advice to clients over time – the long-term

customer and employee relationships that are built on trust

and loyalty.

OUR STRATEGY TARGETS

PROFITABLE GROWTH

We aim at profitable growth by increasing revenues and profit

margins in our existing business units. In 2021 we successfully

diversified our business into renewable energy with the acqui-

sition of a 51% majority in Suvic Oy, but also by purchasing

the eSite industrial reality capture business to complement

our Consulting business in Finland. We are committed to build

our renewable energy operations further and continue our

diversification. We also aim at increasing the relative size of

Consulting in our business.

Dovre Group’s business units have ambitious strategies

that aim for first-class project implementation and customer

experiences, sustainable growth and solid financial perfor-

mance of the Group.

The coronavirus pandemic and its impacts on business

demand have proved the resilience of our business model

in uncertain times. Our ability to continue operations on a

remote basis and to adjust operations to the extent needed

has been possible thanks to our strong relationships with our

clients and our highly committed personnel and consultants.

In addition, our healthy financial position has added to our

adaptivity in 2020 and 2021.

OPERATING ENVIRONMENT AND

OUR COMPETITIVE ADVANTAGES

Our long experience in project consulting provides us with a

deep understanding of our clients and our operating environ-

ment. The market is highly competitive both for winning new

clients and projects and for finding new talented consultants.

DOVRE GROUP AS AN INVESTMENT

In Consulting (Norway and Finland) we compete mainly with

local companies specialized in Project management, whereas

in Project Personnel our competitors vary from global large

players to smaller local companies. In Renewable Energy in

Finland our competitors include both domestic and interna-

tional players.

Increased competition puts margins on the pressure at the

same time as client needs rapidly evolve in line with global

megatrends such as sustainability, digitalisation and increasing

regulation. Area-specific differences in local economies and

business cycles in our focus sectors may vary, which requires

close monitoring of the market. On the other hand, the scope

and diversity of our business and clients also mitigates the

impacts of country, area and sector specific risks.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

WHY INVEST IN DOVRE?

Our objective is to create value for our share-

holders by developing our businesses and by

building and maintaining long-lasting customer

and consultant relationships based on strong

partnerships and accumulated special expertise.

We see long-term, constant demand for our cli-

ents’ projects and for their need for advice in

implementing them. We consider Dovre Group

to be well-positioned to strengthen its position

in these growing markets.

WHY INVEST IN DOVRE?

• Established global business and brand

• Diversification and risk management

through business areas, geographic reach

and client sectors

• Loyal customer base with low depend

ency on individual clients or projects

• Access to best consultants

• Megatrends supporting long-term growth

• Room for margin improvement through

business diversification

• Strong financial position with low debt

and solid track record as dividend payer

OUR COMPETITIVE ADVANTAGES TO WIN AND

MAINTAIN CLIENTS ARE THE FOLLOWING:

GLOBAL REACH:

• We have offices in six countries, delivered projects in +20 countries and are a key player in Norway with strong

hubs in Singapore, EMEA and North America. Our global clients value the competence and the ability to follow

the projects worldwide.

TRUSTED PARTNER:

• We are a long-term high-quality provider of consultants and consulting professionals to projects with more than

30 years’ experience.

PROJECT FOCUS:

• We have strong inhouse project competence combined with practical experience from world-class client pro-

jects. Our experience enables the recruitment of the best consultants. Our projects are always tailored to client

needs.

PROFOUND EXPERTISE:

• We have access to the best, pre-qualified professionals in the industry. Some of the contractors and consultants

have been working with Dovre for more than 20 years and Dovre’s consultants have been ranked number 1 in

Norway.

LEADING CLIENTS:

• We have an extensive and continuously increasing reference list within the energy operations including Equinor,

Exxon, Aramco Shell, Husky, ABB, Siemens and Aibel. In addition, we are increasing reference lists in infrastruc

ture, IT, public administration, health, defence. In Norway we have been engaged since 2000 by the Ministry of

Finance as a third-party company ensuring quality assurance for all major public projects.

TRANSPARENT AND SUSTAINABLE OPERATIONS:

• As a listed company, our operations are transparent for all stakeholders. We have a strong focus on ESG mat-

ters both internally and through client projects. We seek growth especially in the huge energy transformation

from oil and gas to renewable energy.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

REPORT OF THE BOARD

OF DIRECTORS

JAN. 1–DEC. 31, 2021

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

2. REPORT OF THE BOARD OF DIRECTORS

GROUP’S KEY FIGURES

EUR MILLION 2021 2020 CHANGE %

Net sales 142.7 77.5 84.2

EBITDA 6.9 3.2 117.0

% of net sales 4.8 3.0

Operating result 6.1 2.4 158.1

% of net sales 4.3 3.0

Profit before taxes 5.6 2.2 158.7

% of net sales 3.9 2.8

Earnings for the shareholders of the parent company 3.7 1.6 123.2

% of the net sales 2.6 2.1

Net cash ﬂow from operating activities 2.3 4.2 -45.0

Net debt -1.0 -2.4 56.3

Debt-equity ratio (Gearing), % -3.7 -10.1 -63.4

Earnings per share, EUR

Undiluted 0.035 0.016 118.8

Diluted 0.035 0.016 118.8

MAIN EVENTS IN 2021

During 2021, Dovre Group announced two strategic acquisitions, i.e. the acquisition of a 51%

majority shareholding in Suvic Oy and the eSite business acquisition. They both support Dov

re’s strategic targets of further diversifying the Group’s business by increasing the relative

share of revenues from land-based industries and renewable energy production and aiming

for first-class project implementation and customer experiences, sustainable growth, and the

solid financial performance of the Group.

SUVIC ACQUISITION AND THE NEW RENEWABLE ENERGY SEGMENT

In March, Dovre Group completed the acquisition of a majority shareholding in the Finnish

windmill park construction and construction design company Suvic Oy, which specializes in

building windmill park infrastructure as a turn-key solution as a single contractor.

Suvic Oy, headquartered in Oulu, Finland, continues its operations as part of Dovre Group

as an independent operational unit. The company was consolidated with Dovre Group from

March 31, 2021, and reported as part of the new Renewable Energy segment.

Further information on the acquisition can be found in the stock exchange releases issued by Dovre

Group on March 10, 2021, and March 31, 2021.

ESITE BUSINESS ACQUISITION

Dovre Group purchased eSite operations from Fortum in a transaction announced in August

2021. eSite is a reality capture start-up company that specializes in 3D-imaging of industrial sites

and operating plants to improve project execution and the performance of operating plants.

eSite’s secure cloud services make it possible for relevant stakeholders to visit industrial plants

and construction sites remotely and improve project execution, shutdown planning, operations

and maintenance, and safety at site.

The acquired reality capture services expand Dovre’s offering in project consulting and they

are integrated into Proha’s project management solutions.

Further information on the transaction can be found in the stock exchange releases issued by Dovre

Group on August 16, 2021.

NET SALES

In 2021, Dovre Group’s net sales increased by 84.2% to EUR 142.7 (77.5) million. Net sales inc-

reased mainly due to the Suvic acquisition and the resulting strong growth in the Renewable

Energy segment, but also due to the favorable development of other businesses.

Project Personnel accounted for 53 (81) %, Consulting for 11 (19) % and Renewable Energy for

35 (-) % of the Group’s net sales. Renewable Energy is included in the figures for April–December,

and it accounted for 41% of the Group’s net sales in this period. Project Personnel’s net sales

increased by 21.1% to EUR 76.2 (62.9) million and net sales for Consulting increased by 11.0%,

totaling EUR 16.1 (14.5) million. Net sales in Renewable Energy totalled 50.4 (-) million euros.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

By market area, EMEA’s net sales totalled EUR 113.1 (59.9) million, accounting for 79 (77) %

of the Group’s net sales in 2021. Net sales for AMERICAS were EUR 7.4 (7.7) million, accounting

for 5 (10) % of the Group’s net sales. Net sales for APAC were EUR 22.2 (9.9) million, accounting

for 16 (13) % of the Group’s net sales.

Year-on-year ﬂuctuations in foreign currency exchange rates had hardly any impact on the

Group’s net sales in 2021. At constant currencies, net sales would have increased by 83.3%

year-on-year in 2021 instead growing by 84.2%.

Several existing clients in Project Personnel and Consulting used their options to extend

agreements in 2021. In addition, Dovre won several new frame agreements and single contracts

in all three business units.

NET SALES BY REPORTING SEGMENT

EUR MILLION 1–12/2021 1–12/2020 CHANGE %

Project Personnel 76.2 62.9 21.1

Consulting 16.1 14.5 11.0

Renewable Energy* 50.4

Group total 142.7 77.5 84.2

* Renewable Energy figures since 1 April 2021 (Suvic acquisition).

NET SALES BY MARKET AREA

EUR MILLION 1–12/2021 1–12/2020 CHANGE %

EMEA 113.1 59.9 89.0

AMERICAS 7.4 7.7 -4.7

APAC 22.2 9.9 125.4

Group total 142.7 77.5 84.2

Dovre Group’s market areas are:

• EMEA: Norway, Middle-East, Finland

• AMERICAS: Canada, US

• APAC: Singapore

PROFITABILITY

Dovre’s other operating income totaled EUR 0.3 (0.2) million in 2021. Material and service

expenses increased to EUR 46.0 (0.2) million and they consist of purchases for conducting the

new Renewable Energy operations. Employee benefit expenses increased in line with business

expansion by 20.4% to EUR 85.4 (70.9) million. Other operating expenses were up to EUR 4.8

(3.3) million.

The Group’s EBITDA improved by 117.0% to EUR 6.9 (3.2) million. The Group’s 2021 operating

result improved by 158.1% to EUR 6.1 (2.4) million. Project Personnel’s operating result was EUR

2.9 (1.9) million, Consulting’s operating result was EUR 2.3 (1.5) million and Renewable Energy’s

operating result was EUR 1.9 (-) million. The operating result of the Group’s Other functions

was EUR -0.7 (-0.7) million.

EBITDA

EUR MILLION 1–12/2021 1–12/2020 CHANGE %

Project Personnel 3.3 2.3 41.6

Consulting 2.3 1.5 53.5

Renewable Energy 2.0

Other Functions -0.7 -0.7 -4.1

Unallocated *) 0.0 -0.3 -56.7

Group total 6.9 3.2 117.0

OPERATING RESULT

EUR MILLION 1–12/2021 1–12/2020 CHANGE %

Project Personnel 2.9 1.9 54.4

Consulting 2.3 1.5 55.3

Renewable Energy 1.9

Other Functions -0.7 -0.7 -1.5

Unallocated *) -0.3 -0.3 1.2

Group total 6.1 2.4 158.1

* Unallocated expenses include amortization of client agreements and relations.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

The Group’s result before taxes was EUR 5.6 (2.2) million including EUR -0.5 (-0.2) million of

finance items.

The Group’s result for the period was EUR 4.3 (1.6) million in 2021. The earnings for the

shareholders of the parent company were EUR 3.7 (1.6) million and the share of the non-con

trolling interest (holders of the 49% minority in Suvic) totalled EUR 0.6 million. The Group’s

earnings per share were EUR 0.035 (0.016). Return on average capital employed before taxes

(ROI) was 17.6 (7.9) %.

CASH FLOW, FINANCING AND INVESTMENTS

On December 31, the Group’s balance sheet total was EUR 69.6 (44.5) million. The Group’s

cash and cash equivalents totaled EUR 9.5 (8.5) million. In addition, the Group has an unused

credit limit of EUR 2.7 million.

On December 31, the Group’s equity totalled EUR 28.4 (23.9) million. Group’s equity increased

following the Suvic acquisition as Dovre issued 3 million shares to the sellers of Suvic in a

directed new share issue. The subscription price of EUR 1.1 million was recorded in full in Dovre

Group’s invested unrestricted equity fund. At the end of December, the Group’s equity ratio was

40.8 (53.6) % and the debt-equity ratio (gearing) -3.7 (-10.1) %. The interest-bearing liabilities

amounted to EUR 8.5 (6.1) million, accounting for 12.1 (13.8) % of the Group’s shareholders’

equity and liabilities. A total of EUR 6.2 (4.2) million of the Group’s interest-bearing liabilities

were current and a total of EUR 2.3 (1.9) million non-current.

The Group’s cash ﬂow includes Suvic Oy’s cash ﬂows from April 1, 2021. In 2021, net cash

ﬂow from operating activities was EUR 2.3 (4.2) million, which includes a EUR -3.5 (1.9) million

change in working capital. Both trade and other receivables and trade and other payables

increased following the Suvic acquisition, which in particular inﬂuenced the net cash ﬂow from

operating activities. In addition, the rapid growth in Singapore increased the working capital

needs in 2021.

Net cash ﬂow from investing activities was EUR -2.6 (-1.0) million and relates mainly to the

payment of purchase price to the sellers of Suvic Oy in March 2021. The debt-free and net cash

purchase price of the transaction was about EUR 3 million, of which EUR 2 million was paid in

cash. Net cash ﬂow in the comparison year includes the payment of the additional purchase

price to the sellers of Tech4Hire, a company acquired in 2019, in February 2020.

Net cash ﬂow from financing activities was EUR 0.9 (-0.1) million. The figure includes the

withdrawal of a loan corresponding to the cash portion of the Suvic acquisition of EUR 2.0

million. In addition, the Group paid a total of EUR 1.1 (1.0) million in dividends.

The balance sheet goodwill increased with the Suvic acquisition to EUR 20.9 (16.4) million

on December 31. No indications of impairment exist.

CHANGES IN THE GROUP STRUCTURE

With the acquisition closed on March 31, 2021, Suvic Oy became a 51% owned subsidiary of

the Dovre Group and reported as a new business area Renewable Energy. There were no other

changes in the Group’s structure in 2021.

RESEARCH AND PRODUCT DEVELOPMENT

The Group’s research and development costs were EUR 0.2 (0.2) million in 2021, which equals

0.1 (0.2) % of the Group’s net sales.

PERSONNEL

During 2021, the average number of personnel employed by the Group was 796 (629). The

increase in the average number of employees was driven by both organic growth in Project

Personnel business area and the acquisition of Suvic Oy.

Project Personnel employed 685 (541), Consulting 88 (85) and Renewable Energy 22

(-) people. In the Project Personnel business area 21 (22) % of employees were independent

contractors.

PERSONNEL AVERAGE 1–12/2021 1–12/2020 CHANGE %

Project Personnel 685 541 26.4

Consulting 88 85 3.3

Renewable Energy 22

Other Functions 2 3 -40.0

Group total 796 629 26.5

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

The number of people employed at the end of December increased. On December 31, 2021,

Dovre Group employed 865 (610) people, 743 (521) of whom were employed by Project Person

nel, 90 (86) by Consulting, 32 by Renewable Energy and 1 (3) by Other Functions.

The Group’s personnel expenses in 2021 were EUR 85.4 (70.9) million.

GROUP MANAGEMENT

Miko Olkkonen (M.Sc. Engineering) was appointed as the new Vice President of Finnish Project

Personnel business and CEO of Proha Oy as of September 1, 2021. He was also appointed as a

member of Dovre Group’s Executive team.

There were no other changes in the Group Executive Team. At the end of 2021, Dovre Group’s

Group Executive Team consisted of Arve Jensen (CEO), Stein Berntsen (President, Consulting),

Sirpa Haavisto (CFO), and Miko Olkkonen (Vice President Finland).

The Annual General Meeting of June 10, 2021, re-elected Ilari Koskelo, Kristine Larneng, Antti

Manninen, and Svein Stavelin as members of the Board of Directors. Convening after the AGM,

the Board elected Svein Stavelin as Chairman of the Board and Ilari Koskelo as Vice Chairman.

SHARES, SHAREHOLDERS, AND STOCK OPTIONS

CAPITAL AND TRADING

Dovre Group Plc has one series of shares. Each share entitles its holder to one vote. Dovre

Group Plc’s shares are listed on Nasdaq Helsinki Oy.

The share capital of Dovre Group Plc on January 1, 2021, and December 31, 2021, was EUR

9,603,084.48. The total number of shares on January 1, 2021, was 102,956,494. The number of

shares increased in the first half of 2021 when the Dovre Group issued 3,000,000 new shares

to the sellers of Suvic Oy in a directed share issue. The total number of shares on December

31, 2021, was 105,956,494.

The average number of shares during the period was 104,956,494 shares.

In 2021, altogether 60.2 (31.1) million Dovre Group shares were exchanged on the Nasdaq

Helsinki Ltd., corresponding to a trade of approximately EUR 30.9 (8.7) million. During the year,

the volume weighted average price of Dovre share was 0.51 (0.28), the lowest quotation was

EUR 0.28 (0.20) and the highest EUR 0.78 (0.37). On December 31, 2021, the closing quotation

was EUR 0.68 (0.28). The period-end market capitalization was approximately EUR 72.3 (28.7)

million.

OWN SHARES

Dovre Group did not repurchase the company’s own shares during 2021.

At the beginning of the year, Dovre Group had 870,337 treasury shares. Of these, a total of

633,612 shares were transferred on March 30, 2021, without consideration to the key persons

participating in the earning period 2018–2020 of the share-based incentive program 2018

according to the terms and conditions of the program.

At the end of December 2021, Dovre Group Plc held 236,725 of its own shares, representing

approximately 0.22% of all the company’s shares and votes.

SHAREHOLDERS AND HOLDINGS OF THE BOARD OF DIRECTORS AND THE CEO

On December 31, the number of registered shareholders of Dovre Group Plc totaled 5,855

(4,016), including 8 (10) nominee-registered. The share of nominee-registered shares was 4.2

(4.2) % of the Group’s shares.

On December 31, members of the Group’s Board of Directors and the CEO held, including

holdings through controlled companies and family members living in the same household, a

total of 8,721,871 (8,227,751) shares in the company, representing 8.2 (8.0) % of all shares and

voting rights. The company did not have open stock option plans at the end of the year.

There was one ﬂagging notification during the year. According to the notification received

from Kyösti Kakkonen, the ownership of Joensuun Kauppa ja Kone Oy of the shares and voting

rights in Dovre Group Plc increased above 10% on June 15, 2021. At the end of the year, the

total number of shares and voting rights in Dovre Group Plc held by Joensuun Kauppa ja Kone

Oy was 10,340,917, pieces (10.04%) and K22 Finance Oy was 2,000,000 pieces (1.88%). Both

companies are controlled by Kyösti Kakkonen.

HOLDINGS OF BOARD OF DIRECTORS AND CEO 31.12.2021

NAME SHARES, PCS PERCENTAGE OF SHARES

Svein Stavelin 334,613 0.3

Ilari Koskelo 7,279,653 6.9

Antti Manninen 533,485 0.5

Kristine Larneng 0 0.0

Board members, total 8,147,751 7.7

CEO Arve Jensen 574,120 0.5

Tota l 8,721,871 8.2

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

SHAREHOLDER AGREEMENTS

Dovre Group is not aware of any shareholder agreements pertaining to share ownership or

the use of voting rights.

STOCK OPTIONS AND LONG-TERM INCENTIVE PLANS

At the end of 2021, Dovre Group had no open stock option plans or long-term share-based

incentive programs. The vesting period for the long-term share-based incentive and commit

ment program for the top management for 2018–2020 ended at the beginning of 2021, and the

earned shares were transferred to the key personnel involved in March 2021.

ANNUAL GENERAL MEETING AND THE AUTHORIZATIONS

OF THE BOARD OF DIRECTORS

Dovre Group Plc’s Annual General Meeting (AGM) was held on June 10, 2021. The AGM adopted

the financial statements and consolidated financial statements for 2020 and discharged the

members of the Board of Directors and the CEO from liability for the financial year ending on

December 31, 2020.

In accordance with the Board´s proposal, the Annual General Meeting decided that a

dividend of EUR 0.01 per share to be paid for the financial year 2020. The dividend was paid

on June 28, 2021.

The AGM decided that the number of Board members be set at four (4). Svein Stavelin,

Ilari Koskelo, Kristine Larneng, and Antti Manninen were re-elected as members of the Board.

The AGM resolved that the chairman of the Board be paid EUR 35,000, the Vice Chairman of

the Board EUR 25,000, and each other member of the Board EUR 22,000 per year. The annual

compensation is to be paid in cash. In addition, reasonable travel expenses are also compensated.

The AGM elected Audit firm BDO Oy as the company’s auditor. BDO Oy informed that

Authorized Public Accountant Ari Lehto acted as the principal auditor. The auditor’s fee is paid

according to the approved invoice submitted by the auditor.

The AGM authorized the Board of Directors to decide on the repurchase of the company’s

own shares and to decide on the issuance of new shares and/or the conveyance of own shares

held by the company and/or the granting of special rights referred to in Chapter 10, Section

1 of the Finnish Companies Act. Both authorizations cover a maximum of 10,100,000 shares,

which corresponds to a maximum of 9.5% of the total number of shares in the company. The

authorizations are valid until June 30, 2022, and revoke the previously granted corresponding

authorizations.

During 2021, Dovre Group Plc’s Board of Directors did not use the authorizations granted in

2020 or 2021 to repurchase own shares. The Board of Directors used the authorization given by

the 2020 AGM to decide on the issuance of new shares, the conveyance of own shares and/or

the granting of special rights referred to in Chapter 10, Section 1 of the Companies Act when it

decided on the directed share issue to the sellers of Suvic Oy in March 2021 and on transferring

own shares to key personnel in accordance with the long-term incentive program 2018–2020.

The corresponding mandate issued in 2021 is completely unused.

The decisions of the General Meeting are available in full at Dovre’s website at https://www.

dovregroup.com/investors/share-and-ownership.html#authorizations

REPORT ON NON-FINANCIAL INFORMATION

This statement describes Dovre Group’s non-financial information in accordance with Chapter

3a, sections 1–6 of the Finnish Accounting Act. This disclosure on non-financial issues focuses

on describing the company’s sustainable business practices as they are defined in the Group’s

Code of Conduct. It presents Dovre Group’s corporate responsibility principles, key performance

indicators, and risk management for the required non-financial information areas (environ-

mental matters, social and employee-related matters, human rights, and anti-corruption and

bribery) on a higher level and primarily reﬂecting the Group’s Code of Conduct and other

existing company practices.

BUSINESS MODEL

Dovre Group is a global provider of project management services. It has three business areas:

Project Personnel, Consulting, and Renewable Energy. Project Personnel accounted for 53 (81)

%, Consulting for 11 (19) %, and Renewable Energy for 35 (-) % of Dovre’s net sales in 2021. At

the end of the year, the Group employed 865 (610) people worldwide.

The Group’s Project Personnel business is a global provider of project professionals for

large investment projects especially in the energy, infrastructure, and industrial sectors. It

assists organisations in global, large, and complex projects with the recruitment of personnel

and mobility services to ensure that projects are on time and budget and that they exceed

expectations.

The Group’s Consulting business operates in Nordic countries and provides project man

agement expertise for the development and execution of large investment projects in trans-

portation, buildings and property, IT and communication, power transmission, carbon capture

and storage, health, defence, pulp and paper, and energy sectors. It provides strategic and

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

operational expertise in project management and procurement, ranging from business defini-

tion to execution and across technical, commercial, and legal disciplines. The unit also provides

project management software and industrial VR solutions.

The Group’s Renewable Energy business consists of the operations of Dovre’s 51%-owned

subsidiary Suvic Oy. Suvic Oy is a development company specialising in the construction of

energy solutions, in particular wind farm projects and project management. It also offers con

tracting for the energy and industrial construction sector, and services including consulting,

engineering, and budgeting of development projects.

In all three business areas Dovre Group’s consultants typically work on clients’ premises and

project sites. Following the outbreak of the COVID-19 pandemic in 2020, projects were managed

to the extent possible from remote locations and home offices also in 2021. Dovre expects these

changes to be in part permanent, leading to less travel and more remote and home office work

in the future. The eSite business acquired in 2021 contributes to the needs of remote work and

project management for its part. However, as many projects require on-site visits and project

management, the need for local resources is expected to increase in the future. In general, the

need for consultants within project management is still mainly driven by project investment

levels, which are projected to remain at a good level after the COVID-19 pandemic.

Value creation for shareholders

Dovre Group’s clients include private companies and public organisations. Its competent person-

nel, with the ability to advise, develop, and manage projects, forms the core of the company’s

business model and enables its growth and development. For the successful development,

planning, and execution of projects, it is crucial to find the right people with the right skills,

and to make sure that they are in the right locations at the right time.

By ensuring access to the best project professionals and by delivering the specific expertise

that is needed for each individual client project, Dovre is able to help its clients reach their

goals. The long-term financial success of Dovre is based on its employees’ ability to offer val

uable advice to clients over time and on the long-term client and employee relationships that

are built on trust and loyalty.

Remote working conditions during the COVID-19 pandemic have underlined the importance

of clear communications, precise project management, and the ability to adjust in changing

situations. We expect remote working conditions to lead to greater demand for knowledge and

ﬂexibility and to drive further digitalisation.

THE FOUNDATIONS FOR RESPONSIBLE OPERATIONS

Dovre seeks to act responsibly in all its operations. The Group’s Code of Conduct defines the

general principles on how the company treats others, how to engage in business, and how

to safeguard corporate assets. The Code of Conduct tells Dovre’s clients, investors, and the

communities in which it works that Dovre is committed to following only the highest ethical

standards. The Code of Conduct is available to all stakeholders on the Group’s website (Investors

-> Corporate Governance).

All Dovre employees (including staff, consultants, and contractors) are expected to comply

with the Code of Conduct, have a detailed knowledge of its provisions, and assume personal

responsibility for performing their duties with fairness and integrity.

In addition, Dovre follows the principles of the United Nations’ Universal Declaration of

Human Rights. The Group’s operations in Norway, Canada, and Singapore are ISO9001:2015

certified.

ENVIRONMENTAL RESPONSIBILITY

As an expert organisation where most of the client work is carried out at the clients’ organisa

tions and offices, the direct environmental impacts of Dovre’s own operations are moderate.

In addition to the electricity consumption of its own offices, the environmental impacts arise

primarily from travel. In particular, project work is mobile and often takes place at clients’

sites, on their premises or on their construction sites. However, traveling to client sites has

decreased strongly since the beginning of the COVID-19 pandemic, and despite the gradual

opening of communities in 2021, Dovre expects the transition to remote work to be partly

permanent. This will in turn lead to permanently reduced environmental impacts as air travel

will be significantly reduced.

Dovre’s Code of Conduct underlines that the Group operates in an environmentally respon

sible manner at all its locations around the world. In addition, the company has a written Health,

Safety and Environment (HSE) policy which applies to all employees working under Dovre

Group’s supervision as well as those working under its clients’ supervision. In the HSE policy,

the Group advises to minimize waste and prohibits the contamination of the environment.

Through systematic HSE work, Dovre minimizes harm to the environment. Consultants and

contractors who work under a client’s supervision are also expected to meet all of the client’s

HSE policies and standards.

Due to the nature of Dovre’s business, the indirect impacts of its operations on the environ

ment are estimated to be significantly larger than the direct impacts. Amounting to more than

1,000 new client assignments per year, client projects are at the very core of Dovre’s impact on

societies and the environment. With the introduction of the new Renewable Energy business in

2021, Dovre diversified its services further into the energy sector and is currently contributing

through its subsidiary Suvic Oy’s windmill park projects to the energy transition and a more

extensive use of renewable energy in society. This transformation is a key focus area for the

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

company. Dovre estimates that the handprint of its Renewable Energy business will outweigh

the direct footprint of its own operations already in the next few years.

Dovre’s key contribution to sustainability arises from participating in designing and man

aging the projects and consulting clients to the highest standards, which are based on the

Dovre Code of Conduct. Dovre Group performs strictly within the framework of its clients’ final

investment decisions and Dovre’s contracts with clients.

SOCIAL AND EMPLOYEE-RELATED MATTERS

Responsibility in client relationships

Dovre’s focus is on managing projects, supporting operations, and consulting with clients

according to the highest professional and ethical standards. An ability to help clients develop

their businesses in a changing world and to exceed client expectations is a key component for

Dovre’s successful business performance.

Dovre Group’s reputation for integrity is built on its respect for laws, regulations, and other

requirements that apply to the conduct of business in all countries in which Dovre Group is

present. It is also based on the trust it has earned from clients. This trust is fundamental to the

company’s business and one of its greatest assets. Therefore, the Group does its best to ensure

high customer satisfaction and access to top talents needed for performing client projects. The

guiding principles of the Group’s operations are fairness and honesty.

In addition to the Company’s Code of Conduct, which guides all of Dovre’s business opera

tions, the Group has country-specific procedures and guidelines to support consistent, high-qual-

ity customer service in use. The new procedures introduced in 2020 following the COVID-19

pandemic have been further adjusted in 2021 to minimize social risks of any kind during the

pandemic.

Customer satisfaction assessments, and surveys if applicable, are performed in each unit

in order to secure the continuous improvement of the company’s services. Dovre organizes

quality assessment meetings with its largest clients to assess customer satisfaction and its

progress compared to previous years.

Data protection and information security

As a part of their work, Dovre’s employees get access to a wide range of client data. The com

pany seeks a high level of data protection, data privacy, and information security in all of its

activities. Dovre is committed to protecting the data, materials, and devices in our possession,

regardless of who they belong to – the Group, clients, or partners.

Dovre Group respects employees’ right to privacy in relation to the confidentiality of per

sonal information and handles all personal information confidentially and in compliance with

the applicable privacy laws and regulations.

Employee satisfaction

Professional employees are the most important asset in the Group. Since the company’s success

depends on being able to offer and place the right talents for each client project, the Group’s

social responsibility is mainly related to the company’s personnel and working conditions.

Dovre’s Code of Conduct is the foundation of the company’s human resource manage-

ment. The Group aims to be a desired employer in the project management sector and wants

to support the employee experience, personnel well-being, and development of expertise.

Dovre’s aim is to keep talented consultants in Dovre’s network. Access to the most talented

employees is ensured by competitive compensation and cooperation with universities in the

Norway unit. In addition, consultants have the possibility to have an impact on their working

hours and working assignments.

The majority of Dovre’s consultants work on the clients’ premises, and remote working

practices were common already before the COVID-19 pandemic. We have worked closely with

our clients and consultants to minimize all adverse impacts during the pandemic.

In 2021, the Group had on average 796 (629) employees, of which 685 (541) worked in

the Project Personnel business, 88 (85) worked in Consulting business, and 22 (-) worked in

Renewable Energy business. In the Project Personnel business, 92 (91) % of the employees

were on temporary employment agreement, working as a freelancer or as subcontracted per

sonnel, and 8 (9) % were permanent employees. In the Consulting business, 45 (39) % were

permanent employees and 55 (62) % worked as a temporary or freelancer/subcontractor. In

the Renewable Energy business, 100 (-) % were permanent employees.

Employee satisfaction is monitored with surveys, which are performed in each unit regularly.

The results have been good.

Occupational health and safety

Dovre is committed to protecting the health, safety, and security of everyone at all its sites and

locations, offering the same high standards wherever it has operations. The Group demands

its clients, contractors, and partners show this same commitment. The rapid transition to the

extensive use of remote work and home offices has challenged everyone, and this type of work

creates both a positive and negative impact on health, safety, and security. Our preliminary

evaluations show that even if these changes were implemented very fast, the majority of our

consultants have adapted to them very well. We have not received major negative reports on

this transition, but of course the long-term effects are yet unclear.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

Dovre expects its personnel to comply with applicable laws, standards, and instructions

related to health and safety in the workplace. All the employees have a responsibility to report

any hazardous situations they may witness, or any incident indicating such risks, and to help

implement preventive measures. Safety guidelines must be strictly adhered to.

The Health, Safety and Environment (HSE) policy has a high interest and value for Dovre’s

operations, and it applies to all employees working under the supervision of Dovre Group or its

clients. The Group’s long-term goal is to avoid all injuries and loss. HSE procedures and routines

are designed to ensure a safe work environment at any time to safeguard the health and safety

of personnel. Since the majority of work is carried out at clients’ offices, all consultants and

contractors working under the supervision of clients are also expected to meet all the clients’

HSE policies and standards. Measures to offset any risks related to environment, health, and

safety issues are applied at all sites and throughout projects and implemented in cooperation

with the relevant bodies and committees.

Dovre Group recognises that alcohol abuse and drug use pose significant threats to job

performance and the safety and security of operations. The company exercises zero tolerance

to working under the inﬂuence of any intoxicating substances.

In 2021, the Group had less than 2 (2) % absences due to illness and no major incidents

were reported.

RESPECTING HUMAN RIGHTS

Dovre’s Code of Conduct includes a commitment to respecting human rights. The Group follows

the principles of the United Nations’ Universal Declaration of Human Rights, and honors labor

rights and international labor standards.

Dovre treats all its employees fairly and equally. The Group values and fosters fair treatment

and equal opportunity in the recruitment, remuneration, development, and advancement of

employees.

Diversity, equality, and non-discrimination

Dovre is committed to a policy of non-discrimination on the grounds of age, race, gender,

ethnic origin, nationality, religion, health, disability, marital status, sexual preference, political

or philosophical opinions, trade-union membership, or any other characteristics protected by

applicable law. It does not accept any form of sexual, physical or psychological harassment.

The company complies with all laws pertaining to freedom of association, privacy, collective

bargaining, working time, wages and salaries, and laws prohibiting forced, compulsory, and child

labor, and employment discrimination.

In addition to the requirement for all employees to follow these principles included in the

company’s Code of Conduct, Dovre promotes equal opportunities in its business operations

regularly.

The gender split in management in all units was 62 (54) % male and 38 (46) % female, and

in administration, including selling operations, research and development, finance, and human

resources, it was 46 (29) % male and 53 (71) % female. The total Group gender split was 79

(76) % male and 21 (24) % female.

Dovre had more than 25 different nationalities working for the company in 2021.

ANTI-CORRUPTION AND BRIBERY

Dovre prohibits improper payments as well as any form of extortion or corruption, including

bribes. The Group is committed to strict compliance with anti-money laundering laws. The

Group’s personnel must not participate in any agreement with any competitor or other party

that may have the intent or effect of fixing prices, distorting a bidding process, dividing a market

or participating in any kind of activity which is against open and fair competition.

RISK MANAGEMENT AND ADDRESSING CLIMATE CHANGE

The Group’s non-financial risks are managed as a part of the company’s general risk manage

ment process and in line with its general risk management policy. This policy is described in

the Group’s Corporate Governance Statement, which is available at: (https://www.dovregroup.

com/investors/corporate-governance.html).

From the shareholder perspective, the largest non-financial risks are:

1) losing access to top consultants

2) losing client trust and good reputation.

These risks are mitigated by ensuring access to top talents and ensuring employee well-being,

continuous monitoring of customer satisfaction, proper governance, and risk management

policies.

The Group’s general risk management is guided by the legal requirements, business require-

ments set by shareholders of the company, and the expectations of clients, personnel, and other

important stakeholders. The goal of risk management is to systematically and comprehensively

acknowledge and identify any risks relating to the company’s operations and to make sure that

all such risks are appropriately accounted for when making business decisions.

The Group’s risk management procedures support the achievement of the Group’s strategic

goals and seek to ensure the continuity of the Group’s business operations. The Group takes

risks that are a natural part of its strategy and objectives. The Group is not ready to take risks

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

that might endanger the continuity of its operations or be uncontrollable or that may signifi-

cantly harm the Group’s operations.

In accordance with the Group’s risk management procedures, the Board of Directors receives

an annual report of the most significant risks facing the Group. The Board analyses the risks

from the point of view of shareholder value. In addition, each unit has a separate risk register

and procedure to mitigate business risk.

Planned future actions

The Group further plans to develop its processes in the next few years by identifying material

corporate responsibility items and defining corporate responsibility principles, risks, and key

performance indicators for each specific non-financial reporting area.

In addition, the Group monitors different regulatory initiatives and prepares for the EU’s

CSRD reporting from 2023 onward.

Climate change

The risks related to climate change and to the major shift towards renewable energy are already

addressed by our strategy. The number of projects within renewable energy is expected to

increase during the next few years.

The direct impacts of climate change are being continuously monitored in each unit and are

addressed annually in our risk assessments. Current direct risks are mainly related to business

contingency during major environmental challenges like environmental disasters (major storms

or exceptional weather conditions).

Through its wind farm projects, the Renewable Energy business contributes to the trans

formation of the energy sector and the wider use of renewable energy in society. This change

is a key focus for Dovre Group.

CORPORATE GOVERNANCE STATEMENT

Dovre Group follows the recommendations of the Corporate Governance Code 2020 issued by

the Finnish Securities Market Association. The Corporate Governance Statement 2021 has been

issued separately from the report of the Board of Directors and is available on the company’s

investors site and in its Annual Report 2021. Dovre Group’s corporate governance principles

are available at www.dovregroup.com -> Investors.

BUSINESS SEASONALITY

Dovre Group’s Renewable Energy business has stronger seasonality than the other two busi-

nesses due to the fact that most of its projects are carried out during the summer months. As

the segments fixed costs spread evenly throughout the year, its operating profit is seasonally

at its lowest in Q1 and at its highest in Q3.

The Project Personnel and Consulting businesses are carried out more evenly during the

year with limited seasonal variations.

SHORT-TERM RISKS AND UNCERTAINTIES

In the Project Personnel business area, the Group’s most significant risks include the cyclicality

of its clients’ business. Market developments in Norway are particularly important for Project

Personnel due to the business area’s strong position in the Norwegian market. In addition,

expansion into new client segments requires expenditure and includes risks. The business

area’s other challenges are found in maintaining its competitiveness and profitability. The

Project Personnel business is project-based by nature, thus adding an element of uncertainty

to forecasting. From time to time, there might be a local dependence on one major project

or client. Dovre Group is responsible for the work performed by its consultants. However, the

company has no overall responsibility for project delivery.

In the Consulting business area, general economic uncertainty does not have as direct an

impact on the demand for the Group’s services. This is mainly due to the fact that one of the

Group’s main clients, the Norwegian public sector, aims to invest counter-cyclically. Project

delivery involves minor risks due to both clients and the Group’s own personnel, such as project

delays or loss of key personnel.

In the Renewable Energy business area, Suvic has in its normal operations various contrac

tual risks depending on the differences in scope of work for each. These risks are mitigated

through performance and various guarantees and insurances.

Dovre Group holds a minority share in SaraRasa Bioindo Pte. Ltd. (Bioindo), a company that

produces pellets from wood residue. Bioindo’s production unit is located in Indonesia and is

thus exposed to high country risk. Other significant risks include risks relating to commercial

agreements, especially feedstock purchase and end-product sale agreements.

The Group’s reporting currency is the euro. The Group’s most important functional curren

cies are the Norwegian crown, the Canadian dollar, the Singaporean dollar, and the US dollar.

Although the Group’s sales and corresponding expenses are mainly in the same currency,

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

currency ﬂuctuations can affect the Group’s net sales and operating result. Foreign currency

denominated assets and liabilities can also result in foreign exchange gains or losses.

OTHER EVENTS DURING THE REPORTING PERIOD

During 2021, Suvic started five new windmill park projects and announced two additional

projects.

The Karhunnevankangas, Puskakorpi, and Merkkikallio projects all started in May 2021. The

Karhunnevankangas windmill project includes construction of the foundations of 33 windmills

for wpd Construction Finland Oy. The Puskakorpi windmill park (Foresight LLP) project consists

of turn-key construction of infrastructure for 16 windmills, including roads, lifting platforms,

foundations, 110/30 kV power stations, a main power station, a 30 kV internal power grid, and

a 110 kV main power grid as ground cabling. In the third project in Merkkikallio (OX2), Suvic is

designing and constructing 13 windmills, including lifting platforms, internal roads, foundations,

and an internal power grid. Karhunnevankangas and Puskakorpi are located in Pyhäjoki, South

of Oulu, and Merkkikallio is located near Vaasa and Mustasaari in Western Finland.

In September, Suvic started the Nuolivaara and Lappfjärd projects. Nuolivaara includes the

construction of the foundations of 17 windmills for wpd Construction Finland Oy. The Lappfjärd

windmill park consists of turn-key construction of the foundations of 31 windmills, including a

30 kV internal power grid for CPC Finland Oy and Prime Capital AG. Nuolivaara is located in

Kemijärvi, and Lappfjärd is in the City of Kristiinankaupunki.

In addition, at the end of December 2021, Suvic Oy signed a large project management

contract with Finnish energy company Fortum. The contract consists of building for Närpiö’s

Pjelax-Bölen and Kristinestad’s Norr windmill parks the infrastructure for 56 windmills, including

roads, lifting platforms, foundations, a 30 kV internal power grid and 110 kV main power grid

ground works.

Suvic’s order backlog for 2022 exceeded EUR 50 million at the end of December 2021.

EVENTS AFTER THE REPORTING PERIOD

NEW WINDMILL PARK AGREEMENTS

On February 3, 2022, Suvic Oy announced a significant turn-key construction project to build

Kalistanneva windmill park. The contract is conditional on receiving a “Notice to Proceed”

notification, which is expected by the end of February. Kalistanneva is a joint project between

Helen Oy and Ålandsbanken’s Windpower Investment Fund. The consortium has acquired the

project from Valorem Ltd.

The contract consists of building the infrastructure for 30 windmills, including roads, lifting

platforms, foundations, a 33/110 kV power station and 33 kV internal grid ground works. The

work will commence in April 2022 and is expected to be completed by December 2023.

On February 10, 2022, Suvic announced the signing of a significant turn-key construction

project to build the Matkussaari wind farm. The contract is conditional on receiving a “Notice

to Proceed” notification, which is expected by the end of February. Matkussaari is a project

owned by Valorem Ltd. And, together with the previously announced Kalistanneva wind farm,

they are together called Viiatti, with a combined capacity of 313.5 MW.

The contract consists of building the infrastructure for 27 windmills, including roads, lifting

platforms, foundations, a 33/110 kV power station and 33 kV internal grid ground works. The

installed capacity will be 148,5 MW. The work will commence in April 2022 and is expected to be

mainly completed by December 2023. The last task to be performed during 2024 is connecting

the 33 kV cabling to the windmills. With this new contract Suvic’s order backlog for 2022 is

about EUR 90 million.

OUTLOOK FOR 2022

Dovre Group’s net sales in 2022 is expected to be more than EUR 165 million (2021: EUR 142.7

million). The operating profit (EBIT) is expected to be better than last year (2021: EUR 6.1 million).

BOARD OF DIRECTORS’ PROPOSAL FOR DISTRIBUTION

OF A DIVIDEND

On December 31, 2021, the parent company’s distributable funds were EUR 21,428,945.17.

Board of Directors proposes to the Annual General Meeting (AGM) to be held on March

30, 2022, that no dividend is paid for 2021 to enable further growth in the Renewable Energy

segment.

Espoo, February 23, 2022

DOVRE GROUP PLC

BOARD OF DIRECTORS

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

SHARES AND

SHAREHOLDERS

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

3. SHARES AND SHAREHOLDERS

The AGM held on June 10, 2021 authorized the Board of Directors to decide on the repurchase of

the company’s own shares and to decide on the issuance of new shares and/or the conveyance of own

shares held by the company and/or the granting of special rights referred to in Chapter 10, Section 1 of the

Finnish Companies Act. Both authorizations cover a maximum of 10,100,000 shares, which corresponds

to a maximum of 9.5% of the total number of shares in the company. The authorizations are valid until

June 30, 2022, and revoke the previously granted corresponding authorizations.

During 2021, Dovre Group Plc’s Board of Directors did not use the authorizations granted in 2020

or 2021 to repurchase own shares. The Board of Directors used the authorization given by the 2020

AGM to decide on the issuance of new shares, the conveyance of own shares and/or the granting of

special rights referred to in Chapter 10, Section 1 of the Companies Act when it decided on the directed

share issue to the sellers of Suvic Oy in March 2021 and on transferring own shares to key personnel

in accordance with the long-term incentive program 2018–2020. The corresponding mandate issued in

2021 is completely unused.

OWN SHARES

Dovre Group did not repurchase the company’s own shares during 2021.

At the beginning of the year, Dovre Group had 870,337 treasury shares. Of these, a total of 633,612

shares were transferred on March 30, 2021, without consideration to the key persons participating in

the earning period 2018–2020 of the share-based incentive program 2018 according to the terms and

conditions of the program.

At the end of December 2021, Dovre Group Plc held 236,725 of its own shares, representing approx

imately 0.22 (0.85)% of all the company’s shares and votes.

OPTION RIGHTS

At the end of 2021, Dovre Group had no open option plans. The subscription period for the 2013C option

plan ended on 28 February 2020. No shares of C Option plan were subscribed.

SHARES AND SHARE CAPITAL

Dovre Group Plc has one class of shares. Each share entitles the shareholder to one vote. Dovre Group

Plc’s shares are listed on Nasdaq Helsinki Ltd.

On January 1, 2021 and December 31, 2021, Dovre Group Plc’s share capital was EUR 9,603,084.48.

The number of shares was 102,956,494 on January 1, 2021 and 105,956,494 on December 31, 2021.

In May 2021, Group’s equity increased following the Suvic acquisition as Dovre Group Plc issued 3

million shares to the sellers of Suvic in a directed new share issue. Each seller paid the subscribed shares

by capital contribution by transferring an amount of Suvic Oy shares corresponding to the subscription

price of the shares. The price of the shares of Dovre Group Plc offered for subscription was determined

by the market price of the share formed in the Helsinki Stock Exchange at the closing date so that the

subscription price of EUR 0.37 for each share was the previously mentioned market price of the share. The

subscription price of EUR 1.1 million was recorded in full in Dovre Group’s invested unrestricted equity fund.

TRADING AND MARKET CAPITALIZATION

In 2021, altogether 60.2 (31.1) million Dovre Group shares were exchanged on Nasdaq Helsinki Ltd., cor-

responding to a trade of approximately EUR 30.9 (8.7) million.

During the financial year, the lowest quotation was EUR 0.28 (0.20) and the highest EUR 0.78 (0.37).

On 31 December 2021, the closing quotation was EUR 0.68 (0.28).

The year-end market capitalisation was approximately EUR 72.3 (28.7) million.

On 31 December 2021, the number of registered shareholders of Dovre Group Plc totalled 5,855

(4,016), including 8 (10) nominee-registers. The share of nominee-registered shares was 4.2 (4.2)% of

the Group’s shares.

AUTHORIZATIONS OF THE BOARD OF DIRECTORS

Dovre Group’s Annual General Meeting held on 28 April 2020 authorized the Board of Directors to

decide on the repurchase of the Company’s own shares on the following conditions: the Board is entit-

led to decide on repurchase of a maximum of 10,100,000 of the Company’s own shares, which shall be

repurchased in deviation from the proportion to the holdings of the shareholders using the non-restricted

equity and acquired through trading at the regulated market organized by Nasdaq Helsinki Ltd at the

share price prevailing at the time of acquisition. This number of shares corresponded to approximately

a maximum of 9.9% of the total number of shares in the Company at the end of 2020.

The shares may be repurchased in order to be used as consideration in possible acquisitions or other

arrangements related to the Company’s business, to finance investments or as part of the Company’s

incentive program or to be held, otherwise conveyed or cancelled by the Company. The Board of Directors

shall decide on other matters related to the repurchase of the Company’s own shares. This repurchase

authorization was valid until June 30, 2021 and revoked earlier repurchase authorizations.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

LARGEST SHAREHOLDERS ON DECEMBER 31, 2021

SHAREHOLDER NUMBER OF SHARES % OF SHARES AND VOTES

1 Etra Capital Oy 20,000,000 18.9%

2 Kakkonen Kyösti 12,807,917 12.1%

Joensuun Kauppa ja Kone Oy 10,807,917 10.2%

K22 Finance Oy 2,000,000 1.9%

3 Koskelo Ilari 7,279,653 6.9%

Koskelo Ilari 5,979,653 5.6%

Navdata Oy 1) 1,300,000 1.2%

4 Siik Seppo 2,034,952 1.9%

5 Mäkelä Pekka 1,775,713 1.7%

6 Paasi Kari 1,559,100 1.5%

7 Siik Rauni 1,512,029 1.4%

8 Kakkonen Kari 1,500,000 1.4%

9 Suonpää Altti 1,243,000 1.2%

10 Räisänen Janne 1,111,030 1.0%

11 Oy Cen-Invest Ab 1,100,000 1.0%

12 Vesanen Ville 1,098,319 1.0%

13 Hinkka Petri 1,047,160 1.0%

14 Toivanen Kari 934,900 0.9%

15 Heikki Tervonen Oy 900,000 0.8%

16 von Troil Carl-Gustaf 750,000 0.7%

17 Schengen Investment Oy 672,971 0.6%

18 Lemmetti Juhani 650,000 0.6%

19 Hinkka Invest Oy 650,000 0.6%

20 Norrkniivilä Jaakko 503,362 0.5%

20 largest shareholders (total) 59,130,106 55.8%

Nominee registered shares (total) 4,446,431 4.2%

Total remaining 42,379,957 40.0%

Tota l 105,956,494 100.0%

1) Ilari Koskelo, who is a member of Dovre Group’s Board of Directors, holds control in Navdata Oy.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

ANALYSIS OF SHAREHOLDINGS ON DECEMBER 31, 2021

By number of shares owned

NUMBER OF SHARES

NUMBER OF

SHAREHOLDERS

% OF ALL

SHAREHOLDERS

TOTAL

NUMBER OF

% OF ALL

1–100 817 14.0 40,135 0.0

101–500 1,190 20.3 369,124 0.3

501–1,000 873 14.9 750,260 0.7

1,001–5,000 1,761 30.1 4,643,124 4.4

5,001–10,000 538 9.2 4,256,015 4.0

10,001–50,000 497 8.5 10,701,286 10.1

50,001–100,000 71 1.2 5,126,936 4.8

100,001–500,000 84 1.4 17,727,620 16.7

500,001– 24 0.4 62,341,994 58.8

Tota l 5,855 100.0 105,956,494 100.0

By shareholder category

NUMBER OF SHARES

NUMBER OF

SHAREHOLDERS

% OF ALL

SHAREHOLDERS

TOTAL

NUMBER OF

% OF ALL

Private companies 199 3.4 42,628,764 40.2

Financial and insurance insti

tutions 9 0.2 4,389,193 4.1

Non-profit organizations 5,611 95.8 57,546,795 54.3

Households 5 0.1 11,587 0.0

Foreign shareholders 31 0.5 1,380,155 1.3

Tota l 5,855 100.0 105,956,494 100.0

Nominee registered 8 4,446,431 4.2

HOLDINGS OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT

On December 31, 2021, the members of the Board of Directors, including ownership through controlled/

significant inﬂuence companies, held a total of 8,147,751 shares, representing approximately 7.7% of all

shares and votes.

On December 31, 2021, the CEO of Dovre Group Plc held a total of 574,120 shares, representing

approximately 0.5% of all shares and votes.

NAME NUMBER OF SHARES

% OF ALL

Svein Stavelin 334,613 0.3%

Ilari Koskelo 1) 7,279,653 6.9%

Antti Manninen 2) 533,485 0.5%

Board total 8,147,751 7.7%

Arve Jensen (CEO) 574,120 0.5%

1) Ilari Koskelo holds control in Navdata Oy, which holds a total of 1,300,000 shares.

3) Antti Manninen holds control in Amlax Oy, which holds a total of 300,000 shares and has signigicant

inﬂuence in Rio Group Oy, which holds a total of 100,000 shares.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

KEY FIGURES BY SHARE

EUR

IFRS

2021

IFRS

2020

IFRS

2019

IFRS

2018

IFRS

2017

Undiluted earnings per share (EUR) 0.035 0.016 0.021 0.008 -0.005

Diluted earnings per share (EUR) 0.035 0.016 0.021 0.008 -0.005

Undiluted equity per share (EUR) 0.14 0.23 0.24 0.22 0.23

Dividends EUR (1,000) * 1,057 1,017 1,021 993 993

Dividend per share, EUR * 0.01 0.01 0.01 0.01 0.01

Dividend per earnings, % 28.6% 61.9% 48.4% 118.7% -200.0%

Effective dividend yield, % 1.5% 3.5% 3.4% 4.8% 3.7%

P/E ratio (EUR) 19.52 17.53 14.04 24.93 -54.60

Highest share price (EUR) 0.78 0.37 0.34 0.29 0.33

Lowest share price (EUR) 0.28 0.20 0.21 0.20 0.22

Average share price (EUR) 0.51 0.27 0.24 0.25 0.28

Market capitalization (EUR million) 72.3 28.8 29.6 21.0 27.3

Value of traded shares (EUR million) 30.9 8.7 11.9 3.6 6.3

Shares traded, % 57.3% 30.8% 49.0% 14.4% 22.5%

Average number of shares:

Undiluted (1,000) 104,956 102,872 101,206 100,169 100,119

Diluted (1,000) 104,956 102,872 101,206 100,169 100,130

Number of shares at end of period (1,000) 105,956 102,956 101,947 100,169 100,169

*) Dividend for 2021 in accordance with the Board of Directors’ proposal.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

CALCULATION OF KEY INDICATORS

Return on shareholders’ equity (ROE), % *)

Result for the period

x 100

Shareholders’ equity (average)

Return on investment (ROI), % *)

Result before taxes + interest and other financial expenses

x 100

Balance sheet total (average) - interest free liabilities (average)

Equity-ratio, %

Shareholders’ equity

x 100

Balance sheet total – advances received

Gearing, %

Interest-bearing liabilities - cash and cash equivalents

x 100

Shareholders’ equity

Earnings per share, EUR

Earnings for the equity holders of the parent company

Adjusted number of shares (average)

Equity per share, EUR

Equity attributable to the shareholders of the parent

Adjusted number of shares at end of period

Dividend per share, EUR

Dividend payable for the financial year

Adjusted number of shares at end of period

Dividend per earnings, %

Adjusted dividend per share

x 100

Earnings per share

Effective dividend yield, %

Adjusted dividend per share

x 100

Adjusted share price at end of period

Price-earnings ratio (P/E), EUR

Adjusted share price at end of period

Earnings per share

*) Divisor calculated as the average of shareholders’ equity in the balance sheet at the end of the current and the directly preceding financial year.

Equity includes equity attributable to the equity holders of the parent.

Result for the period includes income attributable to the equity holders of the parent.

CALCULATION OF KEY INDICATORS

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

CONSOLIDATED

FINANCIAL STATEMENTS,

IFRS

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

4. CONSOLIDATED FINANCIAL STATEMENTS, IFRS

CONSOLIDATED STATEMENT OF INCOME, IFRS

EUR THOUSAND NOTE

JAN. 1.–DEC. 31,

2021

JAN. 1.–DEC. 31,

2020

NET SALES 3, 5 142,744 77,474

Other operating income 6 265 155

Material and services 7 -45,965 -191

Employee benefits expense 8 -85,374 -70,938

Depreciation and amortization 9 -854 -839

Other operating expenses 10 -4,747 -3,310

OPERATING RESULT 3 6,069 2,351

Financing income 11 142 599

Financing expenses 11 -600 -782

RESULT BEFORE TAX 5,610 2,168

Tax on income from operations 12 -1,299 -526

RESULT FOR THE PERIOD 4,311 1,643

RESULT FOR THE PERIOD ATTRIBUTABLE TO:

Equity holders of the parent 3,667 1,643

Non-controlling interest 644 0

TOTAL 4,311 1,643

Earnings per share calculated from profit attributable

to shareholders of the parent company:

Earnings per share, undiluted (EUR),

result for the period 13 0.035 0.016

Earnings per share, diluted (EUR),

result for the period 13 0.035 0.016

Average number of shares:

Undiluted 13 104,956,494 102,872,348

Diluted 13 104,956,494 102,872,348

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS

EUR THOUSAND NOTE

JAN. 1.–DEC. 31,

2021

JAN. 1.–DEC. 31,

2020

RESULT FOR THE PERIOD 4,311 1,643

Other comprehensive income

Other comprehensive income to be classified

to profit or loss in subsequent periods:

Translation differences 1,383 -1,424

COMPREHENSIVE INCOME FOR THE PERIOD 5,695 219

COMPREHENSIVE INCOME FOR THE PERIOD

ATTRIBUTABLE TO:

Equity holders of the parent 5,050 219

Non-controlling interest 644 0

Tota l 5,695 219

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

CONSOLIDATED STATEMENT OF FINANCIAL POSITION, IFRS

EUR THOUSAND NOTE DEC. 31, 2021 DEC. 31, 2020

ASSETS

NON-CURRENT ASSETS

Intangible assets 14 2,862 3,151

Goodwill 15 20,898 16,390

Tangible assets 16 1,471 1,489

Financial assets 18 1,856 1,056

Deferred tax asset 12 197 129

NON-CURRENT ASSETS 27,284 22,215

CURRENT ASSETS

Inventories 17 669 0

Trade receivables and other receivables 19 32,165 13,738

Tax receivable, income tax 29 3

Cash and cash equivalents 9,500 8,541

CURRENT ASSETS 42,364 22,282

TOTAL ASSETS 69,647 44,497

EUR THOUSAND NOTE DEC. 31, 2021 DEC. 31, 2020

EQUITY AND LIABILITIES

SHAREHOLDERS’ EQUITY

Equity attributable to the shareholders of the parent

Share capital 20 9,603 9,603

Reserve for invested non-restricted equity 20 14,066 12,991

Revaluation reserve 20 2,869 2,869

Treasury shares 20 -237 -237

Translation differences -2,906 -4,289

Retained earnings 5,544 2,932

Total equity attributable to the equity holders of the parent 28,938 23,869

Non-controlling interest -496 0

SHAREHOLDERS’ EQUITY 28,442 23,869

NON-CURRENT LIABILITIES

Deferred tax liability 12 961 896

Non-current liabilities, interest-bearing 22 2,280 1,939

Provisions 22 641 0

Other liabilities 22 3 0

NON-CURRENT LIABILITIES 3,884 2,835

CURRENT LIABILITIES

Current liabilities, interest-bearing 23 6,171 4,195

Trade payables and other liabilities 24 30,040 13,219

Tax liability, income tax 1,110 378

CURRENT LIABILITIES 37,322 17,793

TOTAL EQUITY AND LIABILITIES 69,647 44,497

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

CONSOLIDATED STATEMENT OF CASH FLOWS, IFRS

EUR THOUSAND NOTE 2021 2020

Cash ﬂow from operating activities

Operating result 6,069 2,351

Adjustments:

Depreciation/amortization 9 854 839

Muut non-cash items 0 95

Adjustments, total 854 934

Changes in working capital:

Trade and other receivables, increase (-) / decrease (+) -18,427 4,363

Inventories, increase (-) / decrease (+) -669 0

Trade and other payables, increase (+) / decrease (-) 15,557 -2,456

Changes in working capital, total -3,539 1,907

Interest paid -205 -151

Interest received 16 26

Other financial expenses paid and received -294 -136

Income taxes paid -567 -685

Net cash generated by operating activities 2,333 4,246

Cash ﬂow from investing activities

Investments in tangible and intangible assets -131 -8

Acquisitions of subsidiaries, less cash and cash

equivalents -2,476 -980

Net cash generated by investing activities -2,607 -989

EUR THOUSAND NOTE 2021 2020

Cash ﬂow from financing activities

Directed share issue 0 331

Proceeds from non-current loans 25 2,000 0

Repayments of non-current loans 25 -764 0

Proceeds from current loans 25 1,677 1,296

Repayments of current loans 25 -606 -306

Repayments of leasing liabilities 16 -381 -373

Dividends paid -1,057 -1,017

Net cash generated by financing activities 870 -69

Translation differences 363 -441

Change in cash and cash equivalents 959 2,747

Cash and cash equivalents at the beginning of the period 8,541 5,794

Cash and cash equivalents at the end of the period 9,500 8,541

Cash and cash equivalents include cash in bank and other liquid investments with maturities of three

months and less.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY, IFRS

Equity attributable to the shareholders of the parent

EUR THOUSAND

CAPITAL

RESERVE FOR INVESTED

NON-RESTRICTED EQUITY

FAIR VALUE

RESERVE TREASURY SHARES

TRANSLATION

DIFFERENCES

RETAINED

EARNINGS

TOTAL

EQUITY

NON-

CONTROLLING

INTEREST TOTAL

SHAREHOLDERS’ EQUITY Jan. 1, 2021 9,603 12,991 2,869 -237 -4,289 2,932 23,869 0 23,869

Comprehensive income

Result for the period 3,667 3,667 644 4,311

Items that may be reclassified to profit and loss

in subsequent periods:

Translation differences 0 1,383 1,383 0 1,383

Total comprehensive income 0 0 0 0 1,383 3,667 5,050 644 5,695

Transactions with shareholders

Directed share issue 1,119 1,119 0 1,119

Dividend distribution -1,057 -1,057 -1,000 -2,057

Non-controlling interest on acquisition of subsidiary 0 0 -140 -140

Other items -45 0 3 -42 0 -42

Total transactions with shareholders 0 1,074 0 0 0 -1,055 20 -1,140 -1,121

SHAREHOLDERS’ EQUITY Dec. 31, 2021 9,603 14,066 2,869 -237 -2,906 5,544 28,938 -496 28,442

Equity attributable to the shareholders of the parent

EUR THOUSAND

CAPITAL

RESERVE FOR INVESTED

NON-RESTRICTED EQUITY

FAIR VALUE

RESERVE TREASURY SHARES

TRANSLATION

DIFFERENCES

RETAINED

EARNINGS

TOTAL

EQUITY

SHAREHOLDERS’ EQUITY Jan. 1, 2020 9,603 12,661 2,869 -237 -2,865 2,288 24,319

Comprehensive income

Result for the period 1,643 1,643

Items that may be reclassified to profit and loss

in subsequent periods:

Translation differences 0 -1,424 -1,424

Total comprehensive income 0 0 0 0 -1,424 1,643 219

Transactions with shareholders

Directed share issue 331 331

Dividend distribution -1,021 -1,021

Other items 0 22 22

Total transactions with shareholders 0 331 0 0 0 -999 -668

SHAREHOLDERS’ EQUITY Dec. 31, 2020 9,603 12,991 2,869 -237 -4,289 2,932 23,869

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, IFRS

1. GENERAL INFORMATION

Dovre Group Plc is a global provider of project personnel and project

management services. Dovre Group’s business areas are Project

Personnel, Consulting and Renewable Energy. The Group has offices

in Canada, Norway, Singapore, Finland and, the United States.

The Group’s parent company is Dovre Group Plc. The parent

company is a public limited company incorporated under Finnish Law

and domiciled in Helsinki, Finland. The company’s registered address

is Ahventie 4 B, 02170 Espoo, Finland. Dovre Group Plc’s shares are

listed on Nasdaq Helsinki Ltd (ticker DOV1V).

Dovre Group Plc’s Board of Directors approved these financial

statements for publication in its meeting on February 23, 2022. In

accordance with the Finnish Companies Act, the shareholders in the

company have the option to adopt, reject, or amend the financial

statements in the Annual General Meeting to be held following their

publication. The Annual General Meeting may also decide on amend-

ing the financial statements. A copy of the consolidated financial

statements of Dovre Group is available online at www.dovregroup.

com or at Ahventie 4 B, 02170 Espoo, Finland.

2. ACCOUNTING PRINCIPLES

Basis of preparation

The consolidated financial statements have been prepared in accor-

dance with International Financial Reporting Standards (IFRS) and

in accordance with IAS and IFRS standards and SIC and IFRIC inter

pretations in force on December 31, 2021. In accordance with the

Finnish Accounting Act and the regulations issued by virtue of it,

“International Financial Reporting Standards” refers to the stan-

dards and interpretations which have been endorsed by the EU in

accordance with the procedure defined in the EU Regulation (EC)

No. 1606/2002. The notes to the consolidated financial statements

also comply with the provisions of Finnish accounting and corporate

legislation that supplement IFRS provisions.

The amendments to IFRS standards that came into force during

the financial year have mainly been improvements or additions to

existing standards without a material effect on the consolidated

financial statements.

The consolidated financial statements have been prepared

under the historical cost convention unless otherwise stated. Mon-

etary figures in the financial statements are expressed in thousands

of euros (EUR thousand) unless otherwise stated.

The preparation of consolidated financial statements in accord

ance with IFRS requires the Group management to make certain

estimates and exercise judgment when applying accounting prin-

ciples. The areas involving a higher degree of judgment or areas

where assumptions and estimates are significant to the consolidated

financial statements are disclosed under “Critical Accounting Esti-

mates and Judgments.”

Principles of consolidation

The consolidated financial statements include the parent company

Dovre Group Plc and all its subsidiaries, which are consolidated

with a 100% shareholding. Subsidiaries are companies in which the

Group holds control either directly or indirectly. Control arises when

the Group either controls more than half of the voting rights or

otherwise holds control. Subsidiaries are fully consolidated in the

Group’s financial statements from the date on which control has

been transferred to the Group. They are deconsolidated from the

date that control ceases.

Mutual shareholdings are eliminated using the acquisition

method. The acquisition consideration and the acquired company’s

identifiable assets and liabilities assumed are measured at fair value

on the date of acquisition.

Any non-controlling interest in the acquiree is recognized on

an acquisition-by-acquisition basis, either at fair value or at the

non-controlling interest’s proportionate share of the acquiree’s net

assets. Any excess of the consideration transferred over the fair

value of the net assets acquired is recorded as goodwill. Profit for

the financial year attributable to owners of the parent company

and non-controlling interests is presented in the income statement.

Non-controlling interest in the equity is presented as a separate line

item on the balance sheet.

All intra-Group transactions, receivables, liabilities, unrealized

gains, and the distribution of profits within the Group are eliminated

in the consolidated financial statements.

Foreign currency translation

Items included in the financial statements are initially recognized

in the functional currencies of each Group company. Consolidated

financial statements are presented in euros, which is the parent

company’s functional and presentation currency.

Foreign currency transactions

Foreign currency transactions are recorded in the functional cur-

rency at the rate of exchange prevailing on the date of transaction.

In practice, transactions are often translated at the rate of exchange

that approximates the exchange rate on the transaction date. Mone-

tary assets and liabilities denominated in foreign currencies held at

the end of the reporting period are translated using the period end

exchange rate.

Foreign exchange gains and losses resulting from business

transactions and from the translation of monetary items at period

end exchange rates are recognized in the income statement and

recorded in financial income and expenses.

Translation of financial statements of the Group’s foreign

subsidiaries

Income statements of foreign subsidiaries are translated into euros

using the weighted average exchange rates for the financial year and

the balance sheets using the exchange rates at the balance sheet

date. The translation of the result for the financial year at different

exchange rates in the income statement and comprehensive income

statement and in the balance sheet causes an average exchange

rate difference, which is recognized in other comprehensive income.

Translation differences arising from the elimination of the acquisi-

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

tion cost of foreign subsidiaries and from the translation of equity

items accumulated after the acquisition are also recognized in other

comprehensive income.

From the date of transition to IFRS standards, January 1, 2004,

translation differences in equity due to exchange rate changes have

been recognized as a separate item in the Group’s translation differ-

ences in equity. Equity translation differences accumulated before

the transition date have been recognized in the Group’s retained

earnings on the basis of the relief permitted by IFRS 1.

Tangible assets

Tangible assets are valued at acquisition cost less accumulated dep-

reciation and impairment losses.

Tangible assets include buildings, machinery and equipment as

well as renovation costs for a rental apartment Planned straight-line

depreciation is calculated on the basis of the probable estimated

useful life of 3 to 5 years. Buildings consist of fixed assets recog-

nized in accordance with the requirements of IFRS16, the accounting

principle of which is described in the Leases section.

Gains and losses on disposals of tangible assets are included in

other operating income or expenses.

Intangible assets

Goodwill

Goodwill arising on business combinations occurring after January

1, 2010 is recognized in the amount by which the consideration

transferred, the non-controlling interest in the acquiree, and the

previously owned interest together exceed the Group’s share of the

fair value of the acquired net assets. Acquisitions made between

January 1, 2004, and December 31, 2009 have been recorded in

accordance with the previous IFRS standard. Goodwill arising from

acquisitions made before 2004 corresponds to the carrying amount

in accordance with previous accounting standards, which has been

used as the deemed cost in accordance with IFRS standards.

Goodwill is not amortized on a straight-line basis, but is tested

annually for impairment. For this purpose, goodwill is allocated to

groups of cash-generating units. Goodwill is measured at cost less

any impairment losses. Goodwill arising on the acquisition of foreign

operations is translated into euros using the exchange rates at the

balance sheet date.

Research and development costs

Research costs are expensed as incurred. Development costs are

also mainly recognized as an expense at the time of realization,

unless it is a question of developing new products or product ver-

sions with significant improvements. Such expenses are capitalized

in the balance sheet as intangible assets in accordance with the

requirements of IAS 38.

Other intangible assets

Other intangible assets include customer contracts and customer

relations, trademarks, software, and other capitalized expenditure.

Intangible assets are recognized in the statement of financial posi

tion when the criteria specified in IAS 38 are met.

Intangible assets with limited useful economic lives are initially

recognized at historical acquisition cost in the statement of financial

position and entered as an expense in the income statement during

their estimated useful economic lives using the straight-line method.

No amortization is recognized for intangible assets with indefinite

useful economic lives, but they are tested annually for impairment.

Dovre Group has not determined a definite useful economic life for

the trademark that relates to the merger between Dovre Group and

NPC in 2015.

The useful economic life of customer agreements and customer

relations is estimated at 10 years. The useful economic life of other

intangible assets is estimated at 2–5 years.

Leases

In accordance with IFRS 16 Leases, as a lessee, Dovre Group

recognizes an asset representing the right to use a leased asset,

presented as part of property, plant and equipment, and a lease

liability, representing unpaid future lease payments, presented as

part of financial liabilities. Exceptions are contracts of less than 12

months and those where the value of the leased asset as new is less

than USD 5,000.

In leases that are valid for an indefinite period and have a short

notice period, Dovre Group estimates the probable lease term for

each lease. Dovre Group does not include overheads and/or tele-

communications charges payable to the lessor in the calculation in

accordance with IFRS 16. When calculating lease liability and interest

expense, Dovre Group applies additional loan interest rates to all

leases that reﬂect company-specific factors, land and lease term.

Impairment of assets

Goodwill, intangible assets with indefinite useful economic lives, and

intangible assets not ready to use are annually tested for impair-

ment. In addition, assets and cash-generating units are regularly

tested for indications of possible impairment. Should any such indi-

cations arise, the recoverable amount of the asset or cash-gene-

rating unit is estimated. An impairment loss is recognized in the

income statement, if the carrying value of the asset or cash-gene-

rating unit exceeds its recoverable amount.

Employee benefits

Employee benefits expense

In addition to normal employee benefits expenses, the Group’s emp-

loyee benefits expense includes also expenses related to indepen-

dent contractors and subcontracted personnel if so due to legislation

reason who work for Dovre Group client companies. The Group acts

as a principal towards its clients and, depending on the situation,

the project personnel contracted to the client are either employees

of the Group, independent contractors, or subcontracted personnel.

Pension liabilities

The Group operates various pension plans in accordance with local

regulations and practices. In accordance with IAS 19, pension plans

are classified as either defined contribution or defined benefit plans.

The Group’s current pension plans are defined contribution plans,

and the payments made to the pension plans are recognized in the

income statement in the period to which the charge relates.

Share-based compensation

Dovre Group offers share-based incentive plans for its key emplo-

yees. From January 1, 2018, the Group had a share-based remune-

ration and incentive program, in which the remuneration was based

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

on an annually set performance condition and a service condition.

The performance obligation did not include a market condition, whe-

reupon the program did not include a fair value part. The vesting

condition for a service condition required that an employee was

employed by Dovre Group at the beginning of 2021. Two key emplo-

yees in the Group received share awards in March 2021. At year-end

2021, the company had no ongoing share-based incentive programs.

Dovre Group had one option loan that had three series. The

subscription period for the last 2013C series ended on February 28,

2020. No shares were subscribed for with the stock options during

the subscription period

Provisions

A provision is recognized when the Group has a legal or constructive

obligation as a result of a past event, it is probable that an outﬂow

of resources will be required to settle the obligation, and a reliable

estimate can be made of the amount of the obligation The amount

recognized as provision corresponds to the best estimate of the

costs required to fulfill an existing obligation at the balance sheet

date.

Warranty provisions cover the estimated costs to repair or

replace products still under warranty on the balance sheet date.

Warranty provisions are calculated on the basis of historical experi-

ence of the levels of repairs and replacements.

A provision is recognized for unprofitable agreements if the

costs required to fulfill the obligations exceed the benefits available

from the agreement.

Income taxes and deferred taxes

The tax expense presented in the income statement comprises cur-

rent taxes based on taxable result for the financial year and deferred

taxes. Current income taxes are calculated from taxable result on

the basis of current tax legislation in the countries where the Group

operates and generates taxable income. Deferred taxes are deter

mined using tax rates effective at the end of the reporting period.

Deferred taxes are recognized for temporary differences arising

between the carrying amount of assets and liabilities and their tax

bases. Deferred tax liabilities are recognized in full in the statement

of financial position, and deferred tax assets only to the extent that

it is probable that future taxable profit will be available against which

the temporary differences can be utilized. Deferred tax is not rec-

ognized for temporary differences that arise from goodwill that is

not deductible for tax purposes or for the undistributed earnings of

subsidiaries to the extent that the reversal of temporary differences

is not probable in the foreseeable future. Most significant temporary

differences arise from fair value measurements made in connection

with acquisitions.

Revenue recognition

The Group’s net sales consist of revenue from services, projects, and

sales and maintenance of licenses.

Revenue from sales is recognized in accordance with IFRS 15

Revenue from Contracts with Customers standard when a perfor-

mance obligation (product, service, or combination), is satisfied

Service sales are invoiced on an hourly or daily basis. In the case

of staffing personnel, performance obligation varies depending on

the individual assignment, which is performed continuously for the

duration of the assignment. Dovre Group is responsible for employee

performance but does not have overall responsibility for project

delivery. The services of Consulting business are provided as service

packages, but even these services are mainly invoiced on the basis of

the hours worked. The services of Consulting business also include

sales of support services, which are also recognized on a monthly

basis. The Group’s line of business is the recurring staffing of project

personnel, but, to some extent, the Group also seeks employees

for customers and receives recruitment fees. These are recognized

as income once the customer has accepted the candidate. Travel

expenses related to rendering services and charged to the client

are presented in sales of services.

With respect to projects, a project is a performance obligation

pursuant to IFRS 15. The revenue for projects is recognized over time

in accordance with the completion percentage. The selling price of a

product (work in progress) is recognized as a percentage of the price

of the finished product in accordance with the percentage of com-

pletion. For projects with a long production period, the percentage

of completion has been determined on the basis of factors indicating

the production phases of the project.

License revenue includes sales and leases of licenses as well

as lease as part of SaaS. Maintenance includes recurring mainte-

nance fee of licenses sold. Software license rental and maintenance

revenue is recognized on a monthly basis as a continuous service.

Most software licenses are sold as leases. License sale is recognized

at a point of time, if a client purchases a license. The sales will be

recognized upon the transfer of the license ownership to the buyer.

Dovre Group sales are hourly or daily service sales that only

include one performance obligation. Hence, allocation of transaction

price is not necessary. Consulting in Finland sells a combination of

service and software, but pricing is based on unit rates and individual

projects are not significant in terms of euros. Dovre Group does not

provide customer financing. Variable consideration in a contract is

also extremely rare and is evaluated on a project-by-project basis.

Other operating income

Other operating income includes proceeds from rental revenue,

gains on disposal of fixed and financial assets, and public funding.

Public funding is recognized when it is reasonably certain that the

terms related to funding are met and that the funding will be recei

ved.

Financial assets and liabilities

Financial assets

In accordance with IFRS 9 Financial Instruments, the Group’s finan-

cial assets are classified into the following groups: financial assets

at fair value through profit or loss and amortized cost.

Dovre Group’s ownership in SaraRasa Bioindo Pte. Ltd. has been

classified as fair value through profit and loss, as the investment is

not part of the Group’s core business. SaraRasa Bioindo Pte. Ltd. is

unquoted equity investment resulting to Level 3 category in the fair

value measurement according to IFRS 13 Fair value measurement

standard.

Fund investments have been classified as fair value through

profit and loss. In accordance with IFRS 13 Fair value measurement,

the fair value category is Level 1.

Loan receivables and receivables are recognized at amortized

cost. They are presented in the statement of financial position

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

as either current or non-current assets, with the latter including

assets with maturities greater than 12 months. The loss allowance

for trade receivables is measured using the simplified approach. The

loss allowance is measured at an amount equal to lifetime expected

credit losses with the basis of aging. Trade receivables in Dovre

Group are not significantly overdue.

Financial liabilities

In accordance with IFRS 9, financial liabilities are initially recognized

on the basis of the original consideration received, less transac-

tion costs, and subsequently measured at amortized cost using

the effective interest rate method. The Group’s financial liabilities

are non-current and current, and they can be interest-bearing or

non-interest-bearing. Interest expenses are recognized in the income

statement as incurred. Financial liabilities are recognized as current

unless the Group retains the right to reschedule the date of payment

to a date that is later than at least 12 months after the end of the

financial period.

Critical accounting estimates and judgments

The preparation of consolidated financial statements requires the

management to make estimates and assumptions concerning the

future that may differ from actual results. The management must

also use judgment when applying accounting principles. The estima-

tes are based on the management’s best knowledge and understan-

ding at the end of the reporting period.

The Group’s estimates and assumptions relate to the recognition

of revenue from long-term projects, valuation of assets, impairment

of trade receivables, and provisions.

The Group annually tests goodwill and intangible assets with

indefinite useful economic lives for impairment and monitors indi-

cations of impairment in accordance with the accounting principles

presented above. The recoverable amounts of cash-generating units

are determined using calculations that are based on value-in-use.

The preparation of these calculations requires the use of estimates

and assumptions.

Application of new and revised IFRS and interpretations

The Group applies new and revised standards and interpretations

as of the effective date of each standard or interpretation or, when

the effective date is other than the first day of the financial year,

as of the first day of the financial year following the effective date

of the standard.

The known changes in IFRS standards that will take effect in the

financial year 2022 or later are mainly

improvements or additions to existing standards, and Dovre

Group does not expect them to have a material impact on the con-

solidated financial statements.

3. SEGMENT INFORMATION

Reporting segments

The Group has two reporting segments that are also the Group’s

strategic business areas:

• Project Personnel business area provides project personnel

services for large investment projects worldwide

• Consulting business area provides management and project

management consulting and software for enterprise level

management in the Nordic countries

• The Renewable Energy business area offers project man

agement, planning and construction mainly for wind farm

projects in the Nordic and Baltic countries.

The Group’s segment information is based on internal management

reporting prepared in accordance with IFRS standards. The Group

does not allocate the parent company’s intra-Group charges to seg

ments for the purposes of segment reporting.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

Net sales by segment

EUR THOUSAND 2021 2020

% OF

NET SALES

Project Personnel 76,205 62,941 21.1%

Consulting 16,138 14,533 11.0%

Renewable Energy 50,401 0 N/A

Tota l 142,744 77,474 84.2%

In 2021, the Dovre Group had three clients, each accounting for more than 10% of the Group’s net sales.

The Group’s net sales from these clients were approximately EUR 48.0 million. Two clients belonged to

the Renewable Energy business area and one client to the Project Personnel business area. In 2020, the

Dovre Group had one major client, which accounted for more than 10% of the Group’s net sales. The

Group’s turnover from this client was approximately EUR 9.3 million in 2020.

Operating result

EUR THOUSAND 2021 2020 CHANGE %

Project Personnel 2,911 1,886 54.4%

Consulting 2,299 1,480 55.3%

Renewable Energy 1,881 0 N/A

Other functions -742 -731 -1.5%

Unallocated -281 -284 1.2%

Tota l 6,069 2,352 158.1%

Other Functions are the common resources used by all segments of the Group and shareholders’ expenses.

Expenses not allocated to segments include amortization of client agreements and related client rela-

tionships.

Personnel

AVERAGE NUMBER OF PERSONNEL 2021 2020

Project Personnel 685 541

Consulting 88 85

Renewable Energy 22 0

Other functions 2 3

Tota l 796 629

In the Project Personnel business area, 21 (22) % of personnel were independent contractors.

Non-current assets

EUR THOUSAND 2021 2020

Finland 319 179

Norway 2,251 2,737

Singapore 286 269

Other countries 144 187

Trademark (Note 14) 1,334 1,268

Goodwill (Note 15) 20,898 16,390

Tota l 25,231 21,030

Non-current assets excluding financial instruments and deferred tax assets by location of assets. Goodwill

and trademark have not been allocated geographically.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

4. ACQUISITIONS

Acquisitions in 2021

Suvic Oy

On March 31, 2021, Dovre Group acquired a majority shareholding (51%) in the Finnish windmill park

construction and construction design company Suvic Oy. Suvic specializes in contracting for wind farms

and project management contracting in both wind power and industrial construction.

The debt-free and cash-free purchase price of the arrangement was approximately EUR 3.1 million, of

which EUR 2 million was paid in cash. In addition, a total of 3 million Dovre Group Plc shares were trans-

ferred to Suvic’s sellers, which will be issued by Dovre Group in a share issue to sellers. The subscription

price of approximately EUR 1.1 was fully recorded in Dovre Group’s invested unrestricted equity fund.

The costs of advisory and expert services related to the transaction, approximately EUR 51 thousand,

have been included in other operating expenses in the income statement. The costs related to the directed

share issue, approximately EUR 45 thousand, have been recorded in the invested unrestricted equity fund.

The effect of the acquired business since the acquisition date has been EUR 11.2 million on the

Group’s net sales and EUR -0.1 million on the result for the financial year. If the acquisition had taken

place on 1 January 2021, the effect on the Group’s net sales would have been EUR 13.9 million and on

the result EUR -0.5 million.

The balance sheet values of trade receivables and payables of the acquired business correspond to

their fair values.

CONSIDERATION

EUR THOUSAND

Cash 2,000

Share issue 1,119

Total consideration 3,119

THE ASSETS AND LIABILITIES RECOGNIZED AS A RESULT OF THE ACQUISITION ARE AS FOLLOWS:

EUR THOUSAND FAIR VALUE

Intangible assets 23

Tangible assets 293

Deferred tax assets 78

Trade receivables and other receivables 2,113

Financial assets 794

Cash and cash equivalents 88

Financial liabilities -226

Trade payables and other payables -3,051

Warranty provisions -398

Net identifiable assets acquired -286

Less: non-controlling interest 140

Add: goodwill 3,265

Net assets acquired 3,119

eSite

In August, the Dovre Group acquired eSite’s businesses from the energy company Fortum. eSite is a

reality capture start-up company that specializes in 3D-imaging of industrial sites.

The acquired reality capture services expand Dovre’s offering in project consulting and they will also

be integrated in Proha’s project management solutions. Fortum transferred the eSite business to the

ownership of Dovre after the transaction was closed in September, excluding certain customers whom

Fortum will continue to serve in partnership with Dovre.

The acquisition did not have a material impact on Dovre’s 2021 results or financial position. Goodwill

arising from the acquired business EUR 0.3 million is included in Consulting’s goodwill.

Acquisitions in 2020

The Group made no acquisitions in 2020.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

5. NET SALES

NET SALES BY REVENUE TYPE

EUR THOUSAND 2021

% NET

SALES 2020

% NET

SALES

Services 91,855 64.3% 77,001 99.4%

License revenue 285 0.2% 278 0.4%

Maintenance 202 0.1% 195 0.3%

Project revenue 50,401 35.3%

Tota l 142,742 100.0% 77,474 100.0%

Services include 55 thousand euros (61 thousand euros in December 2020) revenue recognized as a

point in time. License income includes 49 thousand euros (45 thousand euros) income recognized as

a point in time.

Contract assets are sales accruals and presented in the note 19 Trade and other receivables. Contract

liabilities are presented in the note 24 Trade payables and other liabilities.

NET SALES BY DOMICILE OF THE

COMPANY

EUR THOUSAND 2021

% NET

SALES 2020

% NET

SALES

Finland 56,112 39.3% 7,000 9.0%

Norway 57,013 39.9% 52,864 68.2%

Canada and USA 7,382 5.2% 6,339 8.2%

Singapore 22,236 15.6% 9,863 12.7%

Other countries 0 0.0% 1,408 1.8%

Tota l 142,742 100.0% 77,474 100.0%

6. OTHER OPERATING INCOME

EUR THOUSAND 2021 2020

Rents 0 54

Covid 19 grants 263 100

Other operating income 2 0

Tota l 265 155

7. MATERIAL AND SERVICES

EUR THOUSAND 2021 2020

License fees -128 -140

Materials, supplies and goods -24,193 -

External services -21,645 -51

Tota l -45,965 -191

The increase in materials and services compared to the previous year is due to the acquisition of Suvic

Oy on March 31, 2021.

8. EMPLOYEE BENEFITS EXPENSE

EUR THOUSAND 2021 2020

Salaries and fees -78,035 -65,395

Pension expenses, defined contribution plans -2,770 -1,512

Share-based compensation (Note 21) -2 -80

Other employee benefits -4,567 -3,951

Tota l -85,374 -70,938

The increase in employee benefits expense compared to the previous year is due to the acquistion of

Suvic Oy on March 31, 2021.

Information on management remuneration and fringe benefits as well as compensation for key personnel

is presented in the note 29 Related Party Transactions.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

9. DEPRECIATION AND AMORTIZATION

EUR THOUSAND 2021 2020

Amortization according to plan, intangible assets -382 -360

Depreciation according to plan, tangible assets -472 -479

Tota l -854 -839

10. OTHER OPERATING EXPENSES

EUR THOUSAND 2021 2020

Premises -271 -139

Marketing -166 -185

Travel -1,076 -1,369

Administration and other operating expenses -3,234 -1,616

Tota l -4 ,747 -3,310

RESEARCH AND DEVELOPMENT

EUR THOUSAND 2021 2020

Research and development expenses on the balance sheet -123 -109

Capitalized research and development expenditure -46 -46

Tota l -169 -155

AUDITOR FEES

EUR THOUSAND 2021 2020

External audit -171 -114

Tax consultancy -3 -2

Other professional services 0 -9

Tota l -174 -124

11. FINANCING INCOME AND EXPENSES

FINANCING INCOME

EUR THOUSAND 2021 2020

Unquoted equity investments at fair value through profit and loss 6 179

Foreign exchange gains (Note 18) 119 393

Other interest and financing income 16 26

Financing income, total 142 599

FINANCING EXPENSES

EUR THOUSAND 2021 2020

Foreign exchange losses -127 -580

Other interest and financing expenses -473 -202

Financing expenses, total -600 -782

Financing income and expenses, total -458 -183

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

12. INCOME TAX

EUR THOUSAND 2021 2020

Tax on income from operations -1,242 -509

Change in deferred tax assets and liabilities -57 -17

Tota l -1,299 -526

Reconciliation of the tax expense recognized in the consolidated statement of income

and income taxes computed at the Finnish statutory tax rate 20%

EUR THOUSAND 2021 2020

Result before tax 5,610 2,168

Income tax expense at Finnish statutory rate -1,122 -434

Effect of different tax rates in foreign subsidiaries -40 -49

Income that is exempt from taxation and expenses that not deductible:

Unquoted equity investment at fair value through profit and loss 0 36

Unrecognized tax benefits for losses for the period -17 -68

Previously unrecognized and unused tax losses 0 52

Other items -127 -63

Income tax in the consolidated statement of income -1,306 -526

Deferred tax asset and liabilities

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Deferred tax asset 197 129

Deferred tax liabilities -961 -896

Tota l -764 -767

Reconciliation of deferred tax assets and liabilities 2021

EUR THOUSAND

JAN. 1,

2021

CHARGED

TO INCOME

STATEMENT

ACQUIRED

BUSINESSES

TRANSLATION

DIFFERENCES DEC. 31, 2021

Allocation of fair value on

acquisitions -730 -57 78 -18 -727

Other temporary differences -37 0 0 0 -37

Tota l -767 -57 78 -18 -764

Reconciliation of deferred tax assets and liabilities 2020

EUR THOUSAND

JAN. 1,

2020

CHARGED

TO INCOME

STATEMENT

TRANSLATION

DIFFERENCES DEC. 31, 2020

Allocation of fair value on

acquisitions -764 -22 56 -730

Other temporary differences -42 5 0 -37

Tota l -806 -17 56 -767

Carry-forward losses

On December 31, 2021, the Group carried forward losses worth of EUR 6.2 million (EUR 6.6 million on

December 31, 2020), for which no deferred tax assets have been recognized. A total of EUR 1.2 million

of the Group’s losses expire in 2023–2026 and a total of EUR 4.5 million later and the remaining losses

worth of EUR 0.6 million have no definite expiration date.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

13. EARNINGS PER SHARE

Undiluted earnings per share

Undiluted earnings per share is calculated by dividing the result attributable to the shareholders of the

parent by the weighted average number of shares during the financial year.

Diluted earnings per share

The potential increase in the number of shares caused by all instruments entitling to shares is taken

into account when calculating the diluted earnings per share. The Group has instruments, share options,

with the potential to increase the number of shares. An instrument has a dilutive effect when its sub-

scription price is lower than the market value of the share. The weighted average number of shares and

the dilutive effect are calculated quarterly taking into account those instruments that have an exercise

price lower than the weighted average share price during that quarter. The dilutive effect is relative to

the difference between the exercise price and the weighted average share price. The total dilutive effect

for the financial year or several quarters is calculated as a weighted average for the period in question.

The Group did not have any dilutive instruments at the end of the financial year or the previous financial

year, so basic and diluted earnings per share are the same.

EARNINGS PER SHARE 2021 2020

Result attributable to the shareholders of the parent

(EUR thousand) 3,667 1,643

Weighted average number of shares during the financial year

(1,000) 104,956 102,872

Undiluted earnings per share (EUR / share) 0.035 0.016

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

14. INTANGIBLE ASSETS

INTANGIBLE ASSETS 2021

EUR THOUSAND

CUSTOMER AGREEMENTS

AND RELATIONS TRADEMARK DEVELOPMENT COSTS

OTHER

INTANGIBLE ASSETS TOTAL

Acquisition cost, Jan. 1 3,223 1,268 183 9 4,682

Translation differences (+/-) -7 66 0 0 59

Additions 0 0 0 33 33

Acquisition cost, Dec. 31 3,216 1,334 183 42 4,775

Accumulated amortization and value adjustments, Jan. 1 -1,396 0 -126 -9 -1,531

Amortization charges for the period -328 0 -46 -8 -382

Accumulated amortization and value adjustments, Dec. 31 -1,724 0 -172 -17 -1,913

Book value, Dec. 31, 2021 1,492 1,334 11 25 2,862

INTANGIBLE ASSETS 2020

EUR THOUSAND

CUSTOMER AGREEMENTS

AND RELATIONS TRADEMARK DEVELOPMENT COSTS

OTHER

INTANGIBLE ASSETS TOTAL

Acquisition cost, Jan. 1 3,387 1,350 183 9 4,928

Translation differences (+/-) -165 -82 1 0 -246

Acquisition cost, Dec. 31 3,223 1,268 183 9 4,682

Accumulated amortization and value adjustments, Jan. 1 -1,106 0 -80 -8 -1,194

Translation differences (+/-) 24 0 0 0 23

Amortization charges for the period -314 0 -46 0 -360

Accumulated amortization and value adjustments, Dec. 31 -1,396 0 -126 -9 -1,531

Book value, Dec. 31, 2020 1,826 1,268 57 0 3,151

Customer agreements and relations relate to acquisitions in Project Personnel segment in 2015 and

2019. The average amortisation period of the asset is 7.3 years.

The trademark relates to the merger between Dovre Group and NPC in 2015, as a result of which

Dovre Group’s logo was changed and is now a combination of both companies’ logos. The Group has

not determined a definite useful economic life for the trademark. The trademark is annually tested for

impairment in connection with goodwill.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

15. GOODWILL

EUR THOUSAND 2021 2020

Acquisition cost, Jan. 1 16,390 17,443

Additions 3,565 0

Translation differences (+/-) 942 -1,053

Book value, Dec. 31 20,898 16,390

The increase of goodwill in 2021 is related to the acquisition of Suvic Oy. See Note 4 for more information.

Dovre Group’s goodwill is divided into cash-generating units as follows:

GOODWILL BY CASH GENERATING UNIT

EUR THOUSAND 2021 2020

Project Personnel 16,610 15,668

Consulting 1,023 723

Renewable Energy 3,265 0

Tota l 20,898 16,390

Impairment testing has been performed at the year-end, with December 31, 2021 as the testing date. For

Project Personnel, in addition to goodwill, we test also the NPC trademark, which has an indefinite useful

life. The carrying amount of the trademark at December 31, 2021 was approximately EUR 1.3 million (EUR

1.3 million on December 31, 2020).

In testing, the carrying amount of a cash-generating unit is compared with its value in use, which is

based on a calculation of its value in use. These calculations are based on management-approved plans

covering a five-year period. The key variables used in the calculation are revenue growth and operating

margin. The variables are based on past performance, the business group’s market position and growth

potential in the business group’s market. The discount rate is determined using a capital structure based

on peer group balance sheets and financial statements to which IAS 17 Leases applies.

Based on testing, the recoverable amounts of all cash-generating units exceeded their carrying

amounts and, therefore, no indications of impairment exist.

KEY VARIABLES: 2021 2020

Average growth in net sales, %

Project Personnel 10.3 12.5

Consulting 8.3 2.5

Renewable Energy 23.9 -

Average EBIT, %

Project Personnel 4.4 3.6

Consulting 11.1 11.2

Renewable Energy 4.5 -

Terminal growth rate, %

Project Personnel 1.0 1.0

Consulting 1.0 1.0

Renewable Energy 1.0 -

Pre-tax discount rate, %

Project Personnel 11.7 11.8

Consulting 11.7 12.0

Renewable Energy 12.7 -

If any one of the following changes were made to the above key assumptions, the value in use value and

the carrying amount would be equal.

CHANGE

EBIT %, %-unit

Project Personnel -2.3

Consulting -10.5

Renewable Energy -4.1

Pre-tax discount rate, %-unit

Project Personnel 24.3

Consulting 407.0

Renewable Energy 178.5

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

16. TANGIBLE ASSETS

OWNED ASSETS RIGHT-OF-USE ASSETS

TANGIBLE ASSETS 2021

EUR THOUSAND

MACHINERY

AND EQUIPMENT

OTHER

TANGIBLE ASSETS BUILDINGS

MACHINERY

AND EQUIPMENT TOTAL

Acquisition cost, Jan. 1 789 40 2,186 0 3,016

Translation differences (+/-) 0 0 0 0 0

Additions 114 0 129 212 454.586

Disposals 0 0 0 0 0

Acquisition cost, Dec. 31 903 40 2,315 212 3,470

Accumulated depreciation and value adjustments, Jan. 1 -766 -40 -721 0 -1,527

Translation differences (+/-) 0 0 0 0 0

Accumulated depreciation from disposals 0 0 0 0 0

Depreciation charges for the period -35 0 -383 -54 -472

Accumulated depreciation and value adjustments, Dec. 31 -800 -40 -1,104 -54 -1,999

Book value, Dec. 31, 2021 103 0 1,211 158 1,471

OWNED ASSETS RIGHT-OF-USE ASSETS

TANGIBLE ASSETS 2020

EUR THOUSAND

MACHINERY

AND EQUIPMENT

OTHER

TANGIBLE ASSETS BUILDINGS TOTAL

Acquisition cost, Jan. 1 812 40 2,379 3,231

Translation differences (+/-) -24 0 -105 -129

Additions 1 0 160 162

Disposals 0 0 -248 -248

Acquisition cost, Dec. 31 789 40 2,186 3,016

Accumulated depreciation and value adjustments, Jan. 1 -730 -40 -412 -1,182

Translation differences (+/-) 30 0 21 51

Accumulated depreciation from disposals 0 0 83 83

Depreciation charges for the period -66 0 -413 -478

Accumulated depreciation and value adjustments, Dec. 31 -766 -40 -721 -1,527

Book value, Dec. 31, 2020 24 0 1,465 1,489

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

Leases

Dovre Group’s right-to-use assets are office leases, which are presented as part of buildings. Dovre

Group adopted a simplified approach to deployment, setting the starting date for existing contracts as

January 1, 2021.

Most office rentals are fixed-term contracts and some of these contracts include an option to extend

the contract periodically. Dovre Group assessed in the determination of the right-to-use assets that the

Group will utilize extension options. Leases, which are valid until further notice with a 3 to 12 month

notice period, have a probable lease term of 2–4 years.

Suvic Oy of a subsidiary of Dovre Group’s Renewable Energy business group, also has leased construc-

tion equipment. The lease contracts are fixed-term and last for 3–5 years.

LEASING LIABILITIES

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Non-current lease liabilities 980 1,175

Current lease liabilities 460 352

Total 1,440 1,527

MATURITY PROFILE OF PAYMENTS DUE

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

0–1 460 352

1–2 407 323

2–3 302 327

3–4 172 252

4–5 99 134

Over 5 years 0 138

Tota l 1,440 1,527

CASH FLOW STATEMENT ITEMS

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Lease liability amortization payments -381 -373

Lease liability interest payments -51 -60

Tota l -432 -432

INCOME STATEMENT ITEMS

EUR THOUSAND 2021 2020

Right-to-use asset depreciations -437 -413

Right-to-use asset interest cost -49 -60

Low value lease expense -73 -19

Expense relating to variable lease payments

not included in the measurement of lease liabilities -154 -64

Tota l -714 -556

17. INVENTORIES

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Materials and supplies of inventory, percentage of completion method 669 0

Tota l 669 0

Inventories consist of the materials and supplies of Suvic Oy’s inventories.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

18. FINANCIAL ASSETS

Financial assets at fair value through profit and loss

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Unquoted equity investment 1,056 1,056

Rahastosijoitukset 800 0

Tota l 1,856 1,056

Unquoted equity investment includes Dovre Group Plc’s ownership in SaraRasa Bioindo Pte. Ltd. (Bioindo).

Dovre Group Plc’s ownership was 19.86% at year-end 2021. Dovre Group’s investment in Bioindo is not

part of the Group’s core business. The category of the investment’s fair value measurement is Level 3.

The audited equity of Bioindo was USD 2.5 million at year-end 2021 (USD 1.3 million at year-end

2020). The estimated unaudited 2021 result was approximately USD 0.6 million.

SaraRasa has agreed to supply its entire production of pellets until January 2024.

SaraRasa Bioindo Pte. Ltd, a wholly owned subsidiary of PT SaraRasa Biomass, has expanded pro

duction at its plant location in Surabaya. Production capacity has increased by more than 20% and

storage capacity by more than 100% compared to 2020. The expansion of the plant was completed at

the end of 2021. The expansion of the existing plant is expected to improve the plant’s profitability due

to economies of scale and was funded by the company’s additional cash.

Fund investments

Fund investments include the mutual fund units of Dovre’s subsidiary Suvic Oy. The category of the

investment’s fair value measurement is Level 1.

19. TRADE AND OTHER RECEIVABLES

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Trade receivables 26,997 12,802

Valuation allowance for trade receivables -25 -24

Other receivables 139 163

Accrued income on sales 5,054 797

Tota l 32,165 13,738

Other accrued expenses include accruals for operating expenses.

The book values of the receivables are based on a reasonable estimate of their fair value. Dovre Group

has not recognized an expected credit loss provision in accordance with IFRS 9 for trade receivables, as

Dovre Group has not been able to estimate it reliably due to the small amount of realized credit losses.

The amount of impairment of trade receivables realized during the last 10 years has averaged EUR 12

thousand, which is an average of 0.07% of trade receivables.

AGEING ANALYSIS OF TRADE RECEIVABLES

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Not due 18,748 8,793

Overdue

1–30 days 5,287 3,380

31–60 days 2,152 440

61–90 days 314 181

Over 90 days 496 8

Tota l 26,997 12,802

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

20. SHAREHOLDERS’ EQUITY

Dovre Group Plc has one class of shares. The book value of the shares is EUR 0.10 per share (EUR 0.10

per share in 2020). Each share entitles the shareholder to one vote. Dovre Group Plc’s shares are listed

on Nasdaq Helsinki Ltd.

The maximum number of Dovre Group Plc’s shares is 160 million shares (160 million in 2020). The

shares do not carry a nominal value. The Group’s maximum share capital is EUR 41.6 million (EUR 41.6

million in 2020). All shares issued have been fully paid for.

Changes in 2021

In May 2021, Group’s equity increased following the Suvic acquisition as Dovre Group Plc issued 3 million

shares to the sellers of Suvic in a directed new share issue. Each seller paid the subscribed shares by

capital contribution by transferring an amount of Suvic Oy shares corresponding to the subscription

price of the shares. The price of the shares of Dovre Group Plc offered for subscription was determined

by the market price of the share formed in the Helsinki Stock Exchange at the closing date so that the

subscription price of EUR 0.37 for each share was the previously mentioned market price of the share. The

subscription price of EUR 1.1 million was recorded in full in Dovre Group’s invested unrestricted equity fund.

Changes in 2020

The number of shares increased in February 2020, when Dovre Group issued 1,009,747 new shares to the

sellers of Tech4Hire AS in a directed share issue. The issue was related to the payment of an additional

purchase price to the sellers of Tech4Hire, where a part of the additional consideration was be used to

subscribe for new shares in Dovre Group Plc. The subscription price per share was 0.34 euros and the total

subscription price was 343,314.00 euros. The share subscription price was based on the volume-weighted

average price of Dovre Group shares on Nasdaq Helsinki between 7 February 2020 and 13 February 2020.

The subscription price was recorded in its entirety in the Company’s invested non-restricted equity.

Dividend distribution in 2021

The Annual General Meeting, held on June 10, 2021 decided that a dividend of EUR 0.01 per share to be

paid for the financial year 2020. The dividend was paid on June 28, 2021.

Dividend distribution in 2020

The Board of Directors of Dovre Group Plc decided based on the authorization by the Annual General

Meeting 2020, that a dividend of EUR 0.01 per share was paid. The dividend was paid on November 10th,

2020. No dividend was paid to company’s own shares.

Own shares

Dovre Group did not repurchase the company’s own shares during 2021.

At the beginning of the year, Dovre Group had 870,337 treasury shares. Of these, a total of 633,612

shares were transferred on March 30, 2021, without consideration to the key persons participating in

the earning period 2018–2020 of the share-based incentive program 2018 according to the terms and

conditions of the program.

At the end of December 2021, Dovre Group Plc held 236,725 of its own shares, representing appro

ximately 0.22 (0.85)% of all the company’s shares and votes.

Reconciliation of the number of shares

EUR THOUSAND NUMBER OF SHARES SHARE CAPITAL

RESERVE FOR

NON-RESTRICTED EQUITY FAIR VALUE RESERVE TREASURY SHARES TOTAL

Jan. 1, 2020 101,946,747 9,603 12,661 2,869 -237 24,896

Directed share issue 1,009,747 331 331

Dec. 31, 2020 102,956,494 9,603 12,991 2,869 -237 25,226

Directed share issue 3,000,000 1,119 1,119

Dec. 31, 2021 105,956,494 9,603 14,110 2,869 -237 26,345

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

21. SHARE-BASED COMPENSATION

Long-term incentive programs 2018–2020

Key employees of Dovre Group were covered by a share-based incentive scheme during earning years

2018–2020. The reward was based on the achievement of annual targets and the fulfillment a service

condition. The vesting conditions did not include a market-based condition, so the award scheme did

not include the fair value portion at grant date. A prerequisite for meeting the terms of service was

that the key person was employed by the Group at the beginning of 2021.The key person is personally

responsible for taxes on earned shares.

On 29 March 2021, the Board of Directors of Dovre Group Plc confirmed the number of shares,

633,612 shares, earned based on the earning period 2018–2020 of the share-based incentive program

which commenced in 2018 for the company’s key personnel and resolved on the payment of the share

rewards earned based on said earning period. The recipients of the above share rewards comprised

two key persons. The share rewards were paid by transferring own shares held by the company without

consideration to the participants (directed share issue without consideration).

Long-term incentive programs 2021

The company does not have a valid share-based payment plan. Rewards paid to key employees will be

paid in cash in the future.

2013 stock option plan

At the end of 2021, Dovre Group had no open option plans. The subscription period for the 2013C option

plan ended on 28 February 2020. No shares were subscribed during 2020.

22. NON-CURRENT FINANCIAL LIABILITIES

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Non-current loans from financial institutions 1,300 764

Non-current lease liabilities (Note 16) 980 1,175

Tota l 2,280 1,939

The average interest rate for non-current loans was 1.95% in 2021 (3.74% in 2020).

MATURITY PROFILE OF NON-CURRENT LOANS

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

0–1 years 405 306

1–2 years 400 306

2–3 years 400 153

3–4 years 95 0

4–5 years 0 0

Tota l 1,300 764

PROVISIONS

EUR THOUSAND DEC. 31, 2021

Warranty provision, Suvic Oy 441

JSS/Covic 19 accrual Singapore 200

Tota l 641

OTHER LIABILITIES

EUR THOUSAND DEC. 31, 2021

Other liabilities 3

Tota l 3

The fair values of the non-current liabilities and provisions correspond, in material aspects, to their

carrying values.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

23. CURRENT FINANCIAL LIABILITIES

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Current loans from financial institutions 405 306

Lines of credit in use 5,306 3,538

Current lease liabilities (Note 17) 460 352

Tota l 6,171 4,195

The average interest rate for current loans was 1.95% in 2021 (3.74% in 2020). The fair values of the lia

bilities correspond, in material aspects, to their carrying values. The interest rate for the Group’s lines of

credit in use in 2021 was 2.89% (1.82% in 2020).

24. TRADE PAYABLES AND OTHER LIABILITIES

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Trade payables 8,828 2,681

Advances received 3,071 0

Other current liabilities 6,043 4,320

Accrued expenses 12,099 6,218

Tota l 30,040 13,219

CURRENT ACCRUALS AND DEFERRED INCOME

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Current deferred income 87 36

Percentage of completion method 2,578 0

Accrued employee expenses 8,163 5,223

Other current accrued liabilities on income and expenses 1,270 958

Tota l 12,099 6,218

The fair values of the liabilities are equal to their carrying values.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

25. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES

2021

EUR THOUSAND JAN 1, 2021 PROCEEDS REPAYMENTS TRANSFER

TRANSLATION

DIFFERENCES DEC. 31, 2021

Non-current loans and borrowings 764 2,000 -764 -700 0 1,300

Current loans and borrowings 3,843 1,677 -606 700 96 5,711

Tota l 4,607 3,677 -1,370 0 96 7,011

2020

EUR THOUSAND JAN 1, 2020 PROCEEDS REPAYMENTS TRANSFER

TRANSLATION

DIFFERENCES DEC. 31, 2020

Non-current loans and borrowings 1,135 0 0 -306 -66 764

Current loans and borrowings 2,689 991 0 306 -142 3,843

Tota l 3,824 991 0 0 -207 4,607

The above figures do not include leasing liabilities (Note 16).

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

26. FINANCIAL RISK AND CAPITAL STRUCTURE

MANAGEMENT

Financial Risk Management

In its operations, Dovre Group is exposed to common financial risks, most

importantly foreign exchange risk. The purpose of financial risk management is

to ensure that the Group has access to sufficient and cost-effective funding in

all market situations and to monitor and minimize any potential risks. Financial

risks are managed centrally by the Group’s parent company’s finance function,

which is responsible for the Group’s financing. Financial risk management is

part of the Group’s operational management.

Foreign exchange risks

The Group operates internationally and is thus exposed to a variety of foreign

exchange risks. Such risks arise from exchange rate ﬂuctuations relating to

foreign currency denominated assets, liabilities, and planned business trans

actions (transaction risk) and from investments in foreign subsidiaries and

associates (translation risk). The Group manages its foreign exchange risks in

accordance with the Group’s currency hedging policy, approved by the Board

of Directors in 2014. The purpose of the policy is to minimize the company’s

subsidiaries’ foreign exchange risks and to centrally hedge the Group’s foreign

exchange risks at the parent company, when necessary. The company does

not automatically hedge its foreign currency positions. However, should it be

deemed necessary for risk management and be in the best interest of the com-

pany’s shareholders, the company’s Board of Directors may pursue prudent and

selective hedging. Operatively, the company seeks to avoid any unnecessary

increase in foreign exchange risks and any unnecessary currency transactions.

Foreign exchange risk management is a regular part of the Boards’ charter.

Transaction risks

Majority of the Group’s operations is local service business and is denominated

in local functional currencies. It does not therefore involve transaction risks.

The Group’s internal invoicing and loans are primarily initiated in the local

currencies of the subsidiaries and any possible foreign exchange risks are

hedged using foreign currency derivatives at the parent company.

The foreign exchange risk sensitivity analysis for the most important cur

rency pairs, disclosed in accordance with IFRS 7, has been calculated for the

Group’s foreign currency nominated financial assets and liabilities including

foreign currency derivatives outstanding on the balance sheet date. The expo-

sures in the most important currency pairs are disclosed in the table below.

EXPOSURE AGAINST EUR

EUR MILLION NOK CAD USD SGD GBP AED TOTAL

Exposure Dec. 31, 2021 -0.8 0.0 0.8 -0.2 0.0 0.0 -0.1

Exposure Dec. 31, 2020 -0.5 0.0 0.5 0.0 0.0 0.0 0.1

EXPOSURE AGAINST NOK

EUR MILLION NOK CAD USD SGD GBP EUR TOTAL

Exposure Dec. 31, 2021 0.0 0.5 0.1 0.0 0.6

Exposure Dec. 31, 2020 0.0 0.3 0.8 0.0 1.1

EXPOSURE AGAINST SGD

EUR MILLION NOK CAD USD SGD GBP EUR TOTAL

Exposure Dec. 31, 2021 0.1 0.5 0.0 0.6

Exposure Dec. 31, 2020 0.1 0.2 0.0 0.3

EXPOSURE AGAINST CAD

EUR MILLION NOK CAD USD SGD GBP TOTAL

Exposure Dec. 31, 2021 0.0 0.0 0.0

Exposure Dec. 31, 2020 0.0 0.2 0.2

The foreign exchange risk sensitivity analysis illustrates the impact of a 20% movement in exchange rates and has been

calculated before taxes. An estimated 20% movement in the foreign exchange rates on the balance sheet date would have

resulted in an impact of EUR 0.2 (0.3) million on the Group’s result before taxes with the exchange rates strengthening and

EUR -0.2 (-0.3) million with the exchange rates weakening.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

Customer credit risk

A substantive part of the Group’s receivables are from a small number of customers. However, the Group

does not consider there to be any significant concentrations of customer credit risk because these

customers are large and financially solid companies. Customers’ creditworthiness is secured through

credit checks. Trade receivables are monitored centrally by Group functions. The Group does not provide

customer financing.

Ageing structure of the Group’s receivables and impairment losses recognized during the financial

year are presented in Note 19 Trade and Other Receivables.

Capital Structure Management

The purpose of the Group’s capital structure management is to ensure the Group’s liquidity in all mar-

ket situations, to secure funding for the Group’s strategic investments, and to maintain the Group’s

shareholder value. Capital structure management comprises the management of the Group’s solidity

and liquidity. The Group’s capital structure is monitored by using the debt to equity ratio (gearing). The

debt-equity ratio is calculated by dividing total net liabilities by total assets. Net liabilities include inter

est-bearing liabilities less cash and cash equivalents.

EUR MILLION 2021 2020

Interest-bearing liabilities 8.5 6.1

Cash and cash equivalents 9.5 8.5

Net debt -1.0 2.4

Shareholders’ equity 28.4 23.9

Gearing -3.7% -10.1%

Translation risk

Changes in consolidation exchange rates affect the Group’s income statement, cash ﬂow statement, and

the statement of financial position, which are presented in euros, thus giving rise to translation risk. As

the majority of the Group’s net sales occur in functional currencies other than the euro, the translation

risk related to the Group’s net sales and operating result is material to the Group. During 2021, the risk

has been reduced by the acquisition of Suvic Oy. Suvic’s net sales are denominated in euros. In 2021,

the Group’s comparable net sales changed by +84.2 (-6.8) % in euros. In local currencies the change in

net sales would have been +83.3 (+8.9) %.

The impact of a 10% movement in average annual exchange rates of the Group’s main currencies

on the Group’s net sales is presented in the table below.

EUR MILLION

CHANGE IN

EXCHANGE RATE

IMPACT ON

NET SALES

DENOMINATED

IN NOK

IMPACT ON

NET SALES

DENOMINATED

IN CAD

IMPACT ON

NET SALES

DENOMINATED

IN USD

IMPACT ON

NET SALES

DENOMINATED

IN SGD

2021

10 % -5,7 -0,6 -0,1 -2,2

-10 % 5,7 0,6 0,1 2,2

In 2021, the translation differences arising from the translation of the Group’s subsidiaries’ balance sheets

into euros was EUR -1.9 (-4.3) million. All of the Group’s key currencies strengthened in 2021. The biggest

impact was the strengthening of the Norwegian krone.

Interest rate risk

The Group’s interest rate risk arises from non-current loans totaling EUR 1.3 (0.8) million on December

31, 2021. The Group has not hedged interest rate risk..

Liquidity risk

The purpose of liquidity risk management is to ensure that the Group has access to sufficient liquid

assets and credit facilities in order to guarantee sufficient funding of the Group’s business operations.

The Group’s liquidity is controlled through cash and liquidity management. The Group’s liquidity remained

strong in 2021.

On December 31, 2021, the Group’s cash and cash equivalents were EUR 9.5 (8.5) million. In addition,

the parent company and subsidiaries have unused credit limit.

EUR MILLION 2021 2020

Cash and cash equivalents 9.5 8.5

Credit facilities 8.0 4.7

Lines of credit in use -5.3 -3.5

Tota l 12.2 9.7

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

28. SUBSIDIARIES

COMPANY DOMICILE COUNTRY

SHARE-

HOLDING %,

PARENT

SHARE-

HOLDING %,

GROUP

Dovre Asia Pte Ltd. Singapore Singapore 100.00 100.00

Dovre Australia Pty Ltd. Sydney Australia 100.00 100.00

Dovre Canada Ltd. St. John's Canada 100.00 100.00

Dovre Club Oy Helsinki Finland 100.00 100.00

Dovre Consulting AS Stavanger Norway 100.00 100.00

Dovre Group Inc. Houston USA 100.00 100.00

Dovre OOO St. Petersburg Russia 100.00 100.00

Dovre Group Energy AS Stavanger Norway 100.00 100.00

Dovre Group (Singapore) Pte Ltd. Singapore Singapore 0.00 100.00

Proha Oy Espoo Finland 100.00 100.00

Suvic Oy Espoo Finland 51.00 51.00

27. COMMITMENTS AND CONTINGENT LIABILITIES

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Business mortgages and other pledges given as collateral

for loans from financial institutions and overdrafts

Trade receivables pledged as collateral 5,606 5,348

Business mortgages 5,000 3,000

Loan guarantee (overdraft) 1,325 1,222

Other guarantees 3,107 2,961

15,038 12,532

Counter-guarantees for work guarantees and guarantees

during warranty period

Investment fund share 300 0

Business mortgages 6,000 0

6,300 0

Disputes and court proceedings

The Group has no pending disputes or court proceedings.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

29. RELATED PARTY TRANSACTIONS

Transactions with related parties

A related party is an entity, in which a member of the management of the Group or of its parent com-

pany holds either direct or indirect control, holds control together with another party, or has significant

inﬂuence.

Dovre Group did not have any material transactions with any other related parties in 2021 or 2020.

There were no loans given to management in the Group balance sheet on December 31, 2021 or Decem

ber 31, 2020.

Management remuneration and compensation

Key management remuneration and compensation

Key management remuneration and compensation Information includes total remuneration paid to the

members of the Board and the members of the Group Executive Team.

EUR THOUSAND 2021 2020

Salaries and other short-term employee benefits 703 675

Share-based compensation 0 80

Tota l 703 755

Dovre Group paid share rewards to Arve Jensen, CEO, and Stein Berntsen, member of the Group Exe

cutive Team, in the earning period 2018–2020 of the share-based incentive program 2018 according to

the terms and conditions of the program. The share rewards were by transferring own shares held by

the company without consideration to the participants (directed share issue without consideration) on

March 30, 2021. 494.120 shares were transferred to Arve Jensen and 139.492 to Stein Berntsen.

In 2021, the CEO’s share-based compensation totaled EUR 0 thousand (EUR 41 thousand in 2020).

Remuneration paid to the CEO and the members of the Board

Information includes the total remuneration, compensation, and fringe benefits paid to the CEO and

the acting CEO of the parent company and the members of the Board of Directors of Dovre Group Plc.

EUR THOUSAND 2021 2020

Board members on Dec. 31, 2021:

Svein Stavelin - Chairman of the Board 35 35

Ilari Koskelo - Vice Chairman of the Board 25 25

Antti Manninen - Board member 22 22

Kristine Larneng - Board member 22 22

CEO:

Arve Jensen 258 239

Tota l 362 343

In 2021 and 2020, the remuneration of the members of the Board of Directors was paid in cash.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

FINANCIAL STATEMENTS

OF THE PARENT COMPANY,

FAS

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

5. FINANCIAL STATEMENTS OF THE PARENT COMPANY, FAS

INCOME STATEMENT OF THE PARENT COMPANY, FAS

EUR THOUSAND NOTE JAN. 1–DEC. 31, 2021 JAN. 1–DEC. 31, 2020

NET SALES 2 5,784 6,914

Other operating income 3 63 64

Material and services 4 -1,957 -3,634

Employee benefits expense 5 -2,453 -2,408

Depreciation and amortization 6 -20 0

Other operating expenses -1,415 -1,215

OPERATING RESULT 1 -279

Financing income and expenses 8 2,887 257

RESULT BEFORE TAXES 2,888 -22

Appropriations: Group contribution 27 7

Tax 9 -18 -22

RESULT FOR THE PERIOD 2,897 -37

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

BALANCE SHEET OF THE PARENT COMPANY, FAS

EUR THOUSAND NOTE DEC. 31, 2021 DEC. 31, 2020

ASSETS

NON-CURRENT ASSETS

Intangible assets 10 280 0

Tangible assets 11 1 1

Investments

Investments in subsidiaries 12 30,095 25,381

Investments in other shares 12 1,147 1,147

NON-CURRENT ASSETS 31,523 26,528

CURRENT ASSETS

Non-current assets 13 1,965 3,395

Current assets 14 4,747 1,641

Cash and cash equivalents 663 402

CURRENT ASSETS 7,374 5,438

TOTAL ASSETS 38,897 31,966

EUR THOUSAND NOTE DEC. 31, 2021 DEC. 31, 2020

EQUITY AND LIABILITIES

SHAREHOLDERS’ EQUITY

Share capital 15 9,603 9,603

Reserve for invested non-restricted equity 15 14,171 13,052

Retained earnings 15 4,362 5,455

Result for the period 15 2,897 -37

SHAREHOLDERS’ EQUITY 31,032 28,074

LIABILITIES

Non-current liabilities 16 1,300 0

Current liabilities 17 6,565 3,892

LIABILITIES 7,865 3,892

TOTAL EQUITY AND LIABILITIES 38,897 31,966

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

CASH FLOW STATEMENT OF THE PARENT COMPANY, FAS

EUR THOUSAND JAN. 1-DEC.31, 2021 JAN. 1-DEC.31, 2020

Cash ﬂow from operating activities

Operating profit (+) / loss (-) 1 -279

Depreciation and amortization 20 0

Other adjustments 18 -43

Changes in working capital 68 167

Interest received and other financial income 53 27

Interest paid and other financial items -105 -33

Income taxes paid -18 -22

Net cash generated by operating activities 37 -183

Cash ﬂow from investing activities

Investments in tangible and intangible assets 0 -1

Investments in Group companies -2,096 0

Acquired businesses -300 0

Dividends received from investments 1,124 323

Increase (-) / decrease (+) in loan receivables -746 -1,012

Net cash generated by investing activities -2,018 -690

EUR THOUSAND JAN. 1-DEC.31, 2021 JAN. 1-DEC.31, 2020

Cash ﬂow from financing activities

Directed share issue 0 343

Repayments of non-current loans 2,000 0

Proceeds from current loans 1,641 1,509

Repayments of current loans -300 0

Dividends paid -1,057 -1,021

Net cash generated by financing activities 2,283 832

Translation differences -42 -69

Change in cash and cash equivalents 261 -111

Cash and cash equivalents at the beginning of the period 402 513

Cash and cash equivalents at the end of the period 663 402

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

NOTES TO DOVRE GROUP PLC’S FINANCIAL STATEMENTS, FAS

1. ACCOUNTING PRINCIPLES

The financial statements of the parent company Dovre Group Plc have been prepared in accordance with

Finnish accounting and corporate legislation.

Foreign currency transactions

Foreign currency transactions are recorded at the rate of exchange prevailing on the date of transaction.

At the end of the financial period, foreign currency nominated assets and liabilities are translated at the

rate of exchange prevailing at the end of the reporting period. Foreign exchange gains and losses are

presented under financing income and expense in the income statement.

Revenue recognition

Revenue from services is recognized upon delivery to the client. All service related travel and other

expenses that have been invoiced from the client are included in revenue from services. Revenue from

licenses is recognized upon the granting of user rights when all the main risks and rewards of license

ownership have been transferred to the buyer. Revenue from maintenance is allocated to the contract

period. Net sales includes royalty fee charged from Group companies for intangible marketing property

and for using the Dovre Group trademark. Royalties are recognized on an accrual basis and in accordance

with the respective licensing agreement.

Pensions

The parent company’s pension schemes are funded through payments to an insurance company. Statu-

tory pension expenses are recognized as expense in the year they are incurred.

Fixed assets

Fixed assets are stated at acquisition cost less accumulated depreciation and amortization. Depreciation

and amortization are recorded on a straight-line basis over the expected economic useful lives of the

assets as follows:

Intangible assets (software) 2–3 years

Intangible assets (trademarks) 5 years

Other capitalized expenditure 3–5 years

Goodwill 5–10 years

Machinery and equipment 3–5 years

In accordance with section 5: 9 of the APA, EUR 300,000 arising from the business transaction on 31

August 2021 was capitalized as goodwill. Goodwill is based on the expected return on the acquired eSite

business. Goodwill is amortized on a straight-line basis over 5 years. The book value of goodwill at the

end of the financial year was 280,000.

Derivative instruments

The company hedges, when appropriate, receivables and liabilities denominated in foreign currency with

different currency forward and option contracts. Derivatives are recognized in the balance sheet under

other receivables or payables at fair value on the date of trade. Outstanding derivatives are remeasured

at their fair value at the end of each reporting period and the resulting gain or loss is immediately recog-

nized in profit or loss under financial items. In determining the fair value of a derivative, the appropriate

quoted market price is used, if available. Alternatively, fair value is determined using commonly used

valuation methods. The company had no outstanding derivate contracts at the end of 2021.

Taxes

Income tax is recognized in accordance with Finnish tax legislation. Taxes withheld in foreign jurisdictions

are recognized as cost in the income statement if they cannot be utilized in taxation. Deferred tax assets

are recognized with utmost prudency.

2. NET SALES

NET SALES BY BUSINESS ACTIVITY

EUR THOUSAND 2021 2020

Project Personnel 4,483 6,139

Consulting 115 0

Other functions 1,186 774

Tota l 5,784 6,914

The net sales of Consulting arise from the eSite acquired on August 31, 2021.

GEOGRAPICAL DISTRIBUTION

EUR THOUSAND 2021 2020

The Netherlands 3,673 4,797

Finland 724 263

Norway 991 557

Other countries 395 1,296

Tota l 5,784 6,914

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

3. OTHER OPERATING INCOME

EUR THOUSAND 2021 2020

Rents 38 41

Other income 25 23

Tota l 63 64

4. MATERIAL AND SERVICES

EUR THOUSAND 2021 2020

License fees -29 -23

External services -1,928 -3,610

Tota l -1,957 -3,634

5. EMPLOYEE BENEFITS EXPENSE

EUR THOUSAND 2021 2020

Salaries and fees -2,082 -2,049

Pension expenses -303 -274

Other employee benefits -68 -85

Tota l -2,453 -2,408

Management remuneration

EUR 2021 2020

Members of the Board of Directors -104,000 -104,000

Tota l -104,000 -104,000

Pension liabilities for the members of the Board and the CEO

The contracts do not contain any specific provisions on retirement age or pension. The CEO of Dovre

Group Plc has been Arve Jensen from Norway, whose salary is paid by Dovre Group Energy AS. In In 2021,

the accrued expenses arising from the CEO’s statutory pension plan were EUR 2,386 (EUR 2,162 in 2020).

On March 30, 2021, Dovre Group Plc transferred to Arve Jensen 494,120 of the company’s own shares

in accordance with the terms of the share-based incentive plan 2018–2020.Transfer of shares by means

of a directed the share issue without consideration was based on the authorization given to the Board

of Directors by Dovre Group Plc’s Annual General Meeting on April 28, 2020.

NUMBER OF EMPLOYEES 2021 2020

Average 41 52

At the end of the financial year 48 40

6. DEPRECIATION AND AMORTIZATION

EUR THOUSAND 2021 2020

Amortization according to plan, intangible assets -20 0

Depreciation according to plan, tangible assets 0 0

Tota l -20 0

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

7. AUDITOR FEES

AUDIT FIRM BDO OY

EUR THOUSAND 2021 2020

External audit -72 -49

Other services 0 -1

Tota l -72 -50

8. FINANCING INCOME AND EXPENSES

DIVIDEND INCOME

EUR THOUSAND 2021 2020

Dividend income from Group companies 2,920 323

Tota l 2,920 323

OTHER INTEREST AND FINANCING INCOME

EUR THOUSAND 2021 2020

Interest income from Group companies 53 26

Other financing income from others 66 6

Tota l 119 32

INTEREST AND FINANCING EXPENSES

EUR THOUSAND 2021 2020

Interest expenses to Group companies -29 -17

Interest expenses, interest-bearing liabilities -27 -2

Other interest and financing expenses -95 -80

Tota l -152 -99

Financing income and expenses, total 2,887 257

Foreign exchange gains included in financing income 66 5

Foreign exchange losses included in financing income 54 39

9. INCOME TAXES

EUR THOUSAND 2021 2020

Tax on income from operations -18 -22

Tota l -18 -22

10. INTANGIBLE ASSETS

INTANGIBLE RIGHTS AND OTHER CAPITALIZED EXPENDITURE

EUR THOUSAND 2021 2020

Acquisition cost, Jan. 1 95 101

Disposals 0 -6

Acquisition cost, Dec. 31 95 95

Accumulated amortization and value adjustments, Jan. 1 -95 -101

Accumulated amortization from disposals 0 6

Amortization charges for the year 0 0

Accumulated amortization and value adjustments, Dec. 31 -95 -95

Book value, Dec. 31 0 0

GOODWILL

EUR THOUSAND 2021 2020

Acquisition cost, Jan. 1 47 45

Additions 0 1

Acquisition cost, Dec. 31 47 47

Accumulated amortization and value adjustments, Jan. 1 -46 -45

Amortization charges for the year 0 -1

Accumulated amortization and value adjustments, Dec. 31 -46 -46

Book value, Dec. 31 1 1

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

11. TANGIBLE ASSETS

MACHINERY AND EQUIPMENT

EUR THOUSAND 2021 2020

Acquisition cost, Jan. 1 47 45

Additions 0 1

Acquisition cost, Dec. 31 47 47

Accumulated depreciation and value adjustments, Jan. 1 -46 -45

Depreciation charges for the year 0 -1

Accumulated depreciation and value adjustments, Dec. 31 -46 -46

Book value, Dec. 31 1 1

12. INVESTMENTS

INVESTMENTS IN GROUP COMPANIES

EUR THOUSAND 2021 2020

Acquisition cost, Jan. 1 29,784 29,784

Additions 4,715 0

Acquisition cost, Dec. 31 34,498 29,784

Accumulated value adjustments, Jan. 1 -4,403 -4,403

Accumulated impairment and value adjustments, Dec. 31 -4,403 -4,403

Book value, Dec. 31 30,095 25,381

In 2021 the increase 4.7 million is due to the acquisition of Suvic Oy for EUR 3.2 million and conversion

of Dovre Club Oy’s loan receivables 1.5 million to investment.

OTHER INVESTMENTS

EUR THOUSAND 2021 2020

Acquisition cost, Jan. 1 1,147 1,147

Transfer from investments in associates 0 0

Acquisition cost, Dec. 31 1,147 1,147

Book value, Dec. 31 1,147 1,147

INVESTMENTS IN SUBSIDIARIES ON DEC. 31, 2021 DOMICILE COUNTRY

PARENT COMPANY

OWNERSHIP %

Dovre Asia Pte Ltd. Singapore Singapore 100.00

Dovre Australia Pty Ltd. Sydney Australia 100.00

Dovre Canada Ltd. St. John's Canada 100.00

Dovre Club Oy Helsinki Finland 100.00

Dovre Group Consulting AS Stavanger Norway 100.00

Dovre Group Inc. Houston USA 100.00

Dovre OOO St. Petersburg Russia 100.00

Dovre Group Energy AS Stavanger Norway 100.00

Proha Oy Espoo Finland 100.00

Suvic Oy Oulu Finland 51.00

INVESTMENTS IN OTHER COMPANIES ON DEC. 31, 2021 DOMICILE COUNTRY

PARENT COMPANY

OWNERSHIP %

SaraRasa Bioindo Pte Ltd. Singapore Singapore 19.86

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

13. NON-CURRENT RECEIVABLES

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Loan receivables

Non-current loan receivables from Group companies 1,965 3,395

Non-current receivables, total 1,965 3,395

The decrease in non-current loan receivables is due to the fact that the non-current loan receivable of the

subsidiary Dovre Club Oy was converted into an investment of EUR 1.4 million during the financial year.

14. CURRENT RECEIVABLES

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Current receivables from Group companies

Trade receivables 149 89

Loan receivables 3,954 1,007

Other receivables 44 17

Accrued receivables, interest receivable 29 0

4,176 1,113

Current receivables from others

Trade receivables 464 447

Other receivables 43 19

Accrued receivables 63 61

570 527

Current receivables, total 4,747 1,641

The increase in the Group’s loan receivables is mainly due to the increase in the group company Dovre

Group (Singapore) Pte. Ltd’s overdraft. The overdraft facility has been arranged through the Group’s

parent company.

ACCRUED RECEIVABLES FROM OTHERS

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Sales accruals 18 29

Accrued expenses 45 32

Tota l 63 61

The company has unrecognized EUR 0.3 million (0.3 million in 2020) of deferred tax assets from con

firmed tax losses in previous years.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

15. SHAREHOLDERS’ EQUITY

Restricted equity

SHARE CAPITAL

EUR THOUSAND 2021 2020

Share capital, Jan. 1 9,603 9,603

Share capital, Dec. 31 9,603 9,603

Non-restricted equity

RESERVE FOR INVESTED NON-RESTRICTED EQUITY

EUR THOUSAND 2021 2020

Reserve for invested non-restricted equity, Jan. 1 13,052 12,708

Directed share issue 1,119 343

Reserve for invested non-restricted equity, Dec. 31 14,171 13,052

RETAINED EARNINGS

EUR THOUSAND 2021 2020

Retained earnings, Jan. 1 5,419 6,476

Dividend distribution -1,057 -1,021

Result for the period 2,897 -37

Retained earnings, Dec. 31 7,258 5,419

Total Equity 31,032 28,074

CALCULATION OF DISTRIBUTABLE EARNINGS

EUR THOUSAND 2021 2020

Retained earnings 4,362 5,455

Reserve for invested non-restricted equity 14,171 13,052

Result for the period 2,897 -37

Total 21,429 18,471

16. NON-CURRENT LIABILITIES

EUR THOUSAND 2021 2020

To third parties

Non-current loans from banks 1,300 0

1,300 0

Non-current liabilities, total 1,300 0

The non-current loan from bank was drawn in 2021 due to the acquisition of the subsidiary Suvic Oy.

17. CURRENT LIABILITIES

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Current liabilities to Group companies

Trade payables 33 58

Other liabilities 1,264 859

1,296 918

Liabilities to others

Current loans from banks 400 0

Current overdraft facility from banks 4,026 2,385

Trade payables 199 60

Other liabilities 62 57

Accruals and deferred income 582 473

5,269 2,975

Current liabilities, total 6,565 3,892

The increase in the Group’s overdraft facility is mainly due to the increase in the group company Dovre

Group (Singapore) Pte. Ltd’s overdraft. The overdraft facility has been arranged through the Group’s

parent company.

ACCRUALS AND DEFERRED INCOME

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Accrued employee expenses 369 288

Other accrued expenses 213 185

Tota l 582 473

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

18. COMMITMENTS AND CONTINGENT LIABILITIES

Collateral

COLLATERAL FOR OWN COMMITMENTS

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Business mortgages and other pledges given as

collateral for liabilities and commitments

Loans from financial institutions 2,100 0

Credit limits, amount in use 4,026 2,385

Business mortgage pledged as collateral 5,000 3,000

Lines of credit

Lines of credit granted, total 4,945 2,525

Collaterals given on behalf of Group companies

EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020

Business mortgage on Suvic Oy’s guarantee limit 6,000 0

Loan guarantee (overdraft) 1,325 1,222

Other guarantees 3,107 2,961

Tota l 10,432 4,183

Pension liabilities

The company’s pension liabilities have been insured with an outside pension insurance company.

Future minimum payments for non-cancellable operating leases

EUR THOUSAND 2021 2020

Not later than one year 1 1

Later than one year and not later than five years 0 1

Tota l 1 2

Employees of the subsidiary Proha Oy also work in the same premises as Dovre Group Plc. Proha Oy is

on the premises under a sublease agreement.

Disputes and court proceedings

The Group has no pending disputes or court proceedings.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

6. SIGNATURES FOR THE FINANCIAL STATEMENTS

Espoo, Finland, February 23, 2022

Svein Stavelin

Chairman of the Board of Directors

Ilari Koskelo

Vice Chairman of the Board of Directors

Kristine Larneng

Member of the Board of Directors

Antti Manninen

Member of the Board of Directors

Arve Jensen

CEO

Auditor’s statement

A report on the audit performed has been issued today.

Espoo, February 23, 2022

BDO OY

Audit Firm

Ari Lehto

Authorized Public Accountant

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

AUDITOR’S REPORT

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

7. AUDITOR’S REPORT (Translation of the Finnish original)

To the Annual General Meeting of Dovre Group Plc

REPORT ON THE AUDIT OF FINANCIAL STATEMENTS

Opinion

We have audited the financial statements of Dovre Group Plc (busi-

ness identity code 0545139-6) for the year ended 31 December,

2021. The financial statements comprise the consolidated balance

sheet, statement of comprehensive income, statement of changes

in equity, statement of cash ﬂows and notes, including a summary

of significant accounting policies, as well as the parent company’s

balance sheet, income statement, statement of cash ﬂows and notes.

In our opinion

• the consolidated financial statements give a true and fair view

of the group’s financial performance and financial position in

accordance with International Financial Reporting Standards

(IFRS) as adopted by the EU

• the financial statements give a true and fair view of the

parent company’s financial performance and financial position

in accordance with the laws and regulations governing the

preparation of financial statements in Finland and comply with

statutory requirements.

Our opinion is consistent with the additional report submitted to

the Board of Directors.

Basis for Opinion

We conducted our audit in accordance with good auditing practice in

Finland. Our responsibilities under good auditing practice are further

described in the Auditor’s Responsibilities for the Audit of Financial

Statements section of our report.

We are independent of the parent company and of the group

companies in accordance with the ethical requirements that are

applicable in Finland and are relevant to our audit, and we have

fulfilled our other ethical responsibilities in accordance with these

requirements.

In our best knowledge and understanding, the non-audit services

that we have provided to the parent company and group companies

are in compliance with laws and regulations applicable in Finland

regarding these services, and we have not provided any prohib-

ited non-audit services referred to in Article 5(1) of regulation (EU)

537/2014. The non-audit services that we have provided have been

disclosed in note 9 to the consolidated financial statements and in

note 7 to the parent company’s financial statements.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judg-

ment, were of most significance in our audit of the financial state-

ments of the current period. These matters were addressed in the

context of our audit of the financial statements as a whole, and

in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

We have also addressed the risk of management override of

internal controls. This includes consideration of whether there was

evidence of management bias that represented a risk of material

misstatement due to fraud.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

Key Audit Matter How our audit addressed the Key Audit Matter

Valuation of Goodwill

We refer to the to the Group’s accounting policies and the note 15

• The value of goodwill in the consolidated balance sheet amounted to EUR 20.9 million

representing 30% of the total assets and 72% of net assets (2020: EUR 16.4 million representing

37% of the total assets and 69% net assets).

• Goodwill is not amortized but is tested annually for impairment. An impairment loss is

recognized when the carrying amount of an asset exceeds its recoverable amount.

• Determination of the key assumptions in future cash ﬂow forecasts underlying the impairment

tests requires management make judgements over certain key inputs, for example discount rate,

growth rates and profitability levels.

• The impairment test of goodwill is based on both market and financial assumptions.

• We assessed the allocation basis, i.e. the allocation of goodwill to the tested cash-generating

units complies with the allocation principles defined by the company.

• We have obtained an understanding of the management’s process for evaluating the impairment

of goodwill and reviewed assumptions supporting forecasted cash ﬂows, comparison of prior

year forecasts to actuals and the components of the cost of capital.

• We compared realized earnings figures for the fiscal year with earnings forecasts used in the

impairment model in the prior year to determine whether the forecasts included assumptions

that had been optimistic in retrospect.

• We involved our own valuation specialist when assessing the assumptions used in determining

the discount rate to market and industry information.

• We considered the accuracy of sensitivity analysis, assessing the likelihood of changes in the

assumptions that require management judgement.

• Furthermore, we considered the appropriateness of the notes in respect of impairment testing.

Revenue Recognition

We refer to the Group’s accounting policies and the note 5

• The sales of the Group consist of revenue from the sale of services, licenses as well as licenses

maintenance. In addition, the group has significant long-term projects. These long-term

customer relationships are often complex customized solutions and meet the definition of a

performance obligation to be fulfilled over time, according to IFRS 15.

• Revenue from services sold, products or their combination is recognized when the services have

been rendered. 65% of the Dovre Group’s turnover consists of service sales based on hours or

days done.

• The revenue for long-term projects is recognized in accordance with the degree of completion

of the performance obligation (project’s degree of completion). The sales price of performance

pertaining to long-term project is entered as a proportion of the price of the finished product in

accordance with the degree of the performance. The revenue recognition of long-term contracts

includes estimates based on management’s judgement related to earlier experience and

expectations regarding future events. The most significant judgement relates to the projected

total cost of the project. 35% of the Dovre Group’s turnover consists of long-term projects.

• Revenue recognition is a key performance measure used by the Group and due to the risk

relating to incorrect timing of recognition of revenue a significant risk of material misstatement

referred to in EU Regulation No 537/241, point (c) of Article 10(2).

• We reviewed that, considering the terms of the contract, the applicable revenue recognition

methodology is appropriate

• We determined the profit forecast to the sales contract, considering any changes made to the

contract

• We have reviewed revenue recognition policies to verify its accordance to IFRS

• We have verified the design and implementation of key controls related to revenue recognition

and performed analytical procedures and detailed transaction testing

• We have tested the sales cut-off on a transaction level before and after the balance sheet date

• Audit of the disclosures related to revenues.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

Responsibilities of the Board of Directors and the

Managing Director for the Financial Statements

The Board of Directors and the Managing Director are responsible

for the preparation of consolidated financial statements that give

a true and fair view in accordance with International Financial

Reporting Standards (IFRS) as adopted by the EU, and of financial

statements that give a true and fair view in accordance with the laws

and regulations governing the preparation of financial statements

in Finland and comply with statutory requirements. The Board

of Directors and the Managing Director are also responsible for

such internal control as they determine is necessary to enable the

preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors

and the Managing Director are responsible for assessing the parent

company’s and the group’s ability to continue as going concern, dis

closing, as applicable, matters relating to going concern and using

the going concern basis of accounting. The financial statements are

prepared using the going concern basis of accounting unless there is

an intention to liquidate the parent company or the group or cease

operations, or there is no realistic alternative but to do so.

Auditor’s Responsibilities in the

Audit of Financial Statements

Our objectives are to obtain reasonable assurance on whether the

financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level

of assurance, but is not a guarantee that an audit conducted in

accordance with good auditing practice will always detect a material

misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in aggregate,

they could reasonably be expected to inﬂuence the economic

decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with good auditing practice, we

exercise professional judgment and maintain professional skepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of the

financial statements, whether due to fraud or error, design

and perform audit procedures responsive to those risks, and

obtain audit evidence that is sufficient and appropriate to

provide a basis for our opinion. The risk of not detecting a

material misstatement resulting from fraud is higher than

for one resulting from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresentations, or the

override of internal control.

• Obtain an understanding of internal control relevant to the

audit in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the parent company’s or the

group’s internal control.

• Evaluate the appropriateness of accounting policies used

and the reasonableness of accounting estimates and related

disclosures made by management.

• Conclude on the appropriateness of the Board of Directors’

and the Managing Director’s use of the going concern basis

of accounting and based on the audit evidence obtained,

whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the parent

company’s or the group’s ability to continue as a going

concern. If we conclude that a material uncertainty exists,

we are required to draw attention in our auditor’s report

to the related disclosures in the financial statements or, if

such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to

the date of our auditor’s report. However, future events or

conditions may cause the company to cease to continue as a

going concern.

• Evaluate the overall presentation, structure and content

of the financial statements, including the disclosures, and

whether the financial statements represent the underlying

transactions and events so that the financial statements give

a true and fair view.

• Obtain sufficient appropriate audit evidence regarding the

financial information of the entities or business activities

within the group to express an opinion on the consolidated

financial statements. We are responsible for the direction,

supervision and performance of the group audit. We remain

solely responsible for our audit opinion.

We communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies

in internal control that we identify during our audit.

We also provide those charged with governance with a state-

ment that we have complied with relevant ethical requirements

regarding independence, and communicate with them all relation-

ships and other matters that may reasonably be thought to bear on

our independence, and where applicable, related safeguards.

From the matters communicated with those charged with gov

ernance, we determine those matters that were of most significance

in the audit of the financial statements of the current period and

are therefore the key audit matters. We describe these matters in

our auditor’s report unless law or regulation precludes public dis

closure about the matter or when, in extremely rare circumstances,

we determine that a matter should not be communicated in our

report because the adverse consequences of doing so would rea-

sonably be expected to outweigh the public interest benefits of such

communication.

OTHER REPORTING REQUIREMENTS

Information on our audit engagement

We were first appointed as auditors by the Annual General Meeting

on 28.3.2018, and our appointment represents a total period of

uninterrupted engagement of three years.

Other information

The Board of Directors and the Managing Director are responsible

for the other information. The other information comprises the

report of the Board of Directors and the information included in the

Annual Report but does not include the financial statements and

our report thereon.

Our opinion on the financial statements does not cover the other

information.

In connection with our audit of the financial statements, our

responsibility is to read the other information identified above

and, in doing so, consider whether the other information is mate-

rially inconsistent with the financial statements or our knowledge

obtained in the audit, or otherwise appears to be materially mis-

stated. With respect to report of the Board of Directors, our respon-

sibility also includes considering whether the report of the Board

of Directors has been prepared in accordance with the applicable

laws and regulations.

In our opinion, the information in the report of the Board of

Directors is consistent with the information in the financial state-

ments and the report of the Board of Directors has been prepared

in accordance with the applicable laws and regulations.

If, based on the work we have performed, we conclude that there

is a material misstatement of the other information, we are required

to report this fact. We have nothing to report in this regard.

Espoo 23.2.2022

BDO Oy, Audit Firm

Ari Lehto

Authorized Public Accountant

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

CORPORATE GOVERNANCE

STATEMENT 2021

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

8. CORPORATE GOVERNANCE STATEMENT

INTRODUCTION

This Corporate Governance Statement has been composed in

accordance with the reporting requirements of the Finnish Cor

porate Governance Code (2015) issued by the Finnish Securities

Market Association, and Chapter 7, Section 7 of the Finnish Secu-

rities Markets Act. The Finnish Corporate Governance Code can be

found on the Association’s website, www.cgfinland.fi. This Corporate

Governance Statement is issued separately from the report by the

company’s Board of Directors. The Statement has been reviewed by

Dovre Group Plc’s Board of Directors.

GENERAL PRINCIPLES

Dovre Group’s parent company, Dovre Group Plc, is a public limited

company registered in Finland and domiciled in Helsinki, Finland. In

its decision-making and governance, Dovre Group complies with all

applicable legislation, the company’s Articles of Association, and the

Finnish Corporate Governance Code issued by the Finnish Securities

Market Association. In addition, the company complies with the rules

and regulations of Nasdaq Helsinki Ltd and the standards, regula-

tions, and guidelines of the Finnish Financial Supervisory Authority.

Dovre Group’s subsidiaries comply with local legislation.

The Board of Directors does not have any designated board com-

mittees. The establishment of committees has not been deemed

necessary due to the size of the company and the Board. The duties

of the Audit Committee are managed by the Board of Directors.

Up-to-date information about the company’s corporate govern

ance is available on the company’s website, www.dovregroup.com/

investors/corporate-governance.html.

DOVRE GROUP’S GOVERNING BODIES

The General Meeting of Shareholders, the Board of Directors, and the

CEO are responsible for the Group’s management. Their tasks and

responsibilities are determined in accordance with the Finnish Lim

ited Liability Companies Act. The CEO, assisted by the Group Exec-

utive Team, is responsible for the Group’s operational management.

General Meeting of Shareholders

Dovre Group’s supreme decision-making body is the General Meeting

of Shareholders. The Annual General Meeting of Shareholders is

organized once a year on a date set by the Board of Directors and

is held within six (6) months of the end of the financial period. The

Board of Directors may convene one or more Extraordinary General

Meetings during the financial year if necessary. In accordance with

the Articles of Association, the General Meeting is to be held in

Espoo, Helsinki, or Vantaa. Notice of the Annual General Meeting and

a proposal for the agenda are released as stock exchange releases

and published on the company’s website.

The Annual General Meeting decides on the following issues:

• Adoption of the income statement and balance sheet

• Use of the profit or loss shown on the balance sheet

• Discharging from liability the members of the Board and the

CEO

• Number of Board members and their election

• Election of the Auditor

• Remuneration of the Board and compensation of the Auditor

• Other issues as outlined in the notice of the meeting

Board of Directors

Dovre Group’s Board of Directors is responsible for the administra-

tion and the proper organization of the company’s operations. The

Board supervises the company’s operations and management, and

decides on significant matters concerning the company’s strategy,

organization, financing, and investments. The duties and responsibil

ities of the Board are determined in accordance with the company’s

Articles of Association and the Finnish Limited Liability Companies

Act.

The Board has not established an audit committee; the duties

of the audit committee are discharged by the Board in its entirety.

The Board prepares an annual charter that specifies the Board’s

meeting procedures and duties. In accordance with the Board char-

ter, the duties of the Board include following:

• Assuming responsibility for tasks specified as obligatory for

the Board of Directors by the Finnish Limited Liability Compa

nies Act, the company’s Articles of Association, or elsewhere

• Approving the Group’s strategy and long-term financial

targets

• Approving the Group’s Code of Conduct

• Approving the Group’s management system and organiza

tional structure

• Approving annual business plans and changes to them, if any

• Approving internal control and risk management policies and

monitor them

• Approving the Group’s financial reports, including the com

pany’s half year financial report, annual financial statements,

report by the Board of Directors, and Q1 and Q3 trading

statements

• Assuming responsibility for communications related to the

Group’s financial objectives

• Approving the Group’s financial policy

• Assuming responsibility for the development of the Group’s

market value and specifying dividend policy

• Approving business acquisitions and divestments and signifi

cant individual investments and contingent liabilities

• Approving the Group’s incentive system and policy

• Appointing and dismissing the Group’s top management (CEO

and members of the Group Executive Team) and deciding on

their terms of employment and remuneration

• Overseeing the succession planning of the CEO

• Deciding on the establishment of new legal entities

• Assuming responsibility for the development of the Group’s

corporate governance

• Approving the agenda for Board meetings

• Reviewing the operations of the Board annually

• Reviewing the CEO’s performance and giving feedback

• Acting as the Audit committee

In accordance with the Articles of Association, the Board has a min

imum of three (3) and a maximum of eight (8) members. The Board

members are elected by the Annual General Meeting for one term

of office at a time. The term of office of a member of the Board

begins at the end of the General Meeting that elected the member

and expires at the end of the first Annual General Meeting following

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

the election. The company’s Articles of Association do not specify

an upper age limit for, or the maximum number of terms of office,

of a Board member, and place no other restrictions on the authority

of the General Meeting to elect members to the Board. The Board

selects a Chairman and a Vice Chairman from among its members,

and the Board is deemed to have a quorum present when more than

half of its members are present.

The company considers diverse composition of the Board as an

important asset. In selecting candidates to the Board, the company

pays attention, amongst other things, to the candidates’ diverse and

mutually complementary background, experience, and expertise,

especially in international business. The company also aims to have,

where possible, representatives of both genders on the Board.

The Board convenes normally once a month according to a pre-

agreed schedule, and may hold additional meetings, if necessary.

Minutes are kept for all meetings. In addition to matters requiring

Board decision, the Board, in its meetings, is provided with up-to-

date information on the Group’s operations, financial situation, and

risks.

Chief Executive Officer (CEO)

The Board of Directors appoints the CEO. The CEO is responsible

for the day-to-day management of the Group’s business operations

and governance in accordance with the Articles of Association, the

Finnish Limited Liability Companies Act, and the instructions issued

by the Board. The CEO is assisted by the Group Executive Team.

Group Executive Team

The Group Executive Team is appointed by the Board of Directors.

The Group Executive Team assists the CEO in the operative man

agement of the Group, prepares items for the Board and the CEO,

and plans and monitors the operations of the Group’s business units.

The Group Executive Team convenes at least once a month. The CEO

acts as the Chairman of the Group Executive Team.

INTERNAL AUDIT

The Group has no separate internal audit organization. The estab-

lishment of an internal audit organization has not been deemed

necessary due to the size of the company. The Group’s Executive

Team assesses and ensures the sufficiency and effectiveness of the

Group’s internal control, as well as supports the Board with its mon-

itoring responsibility.

EXTERNAL AUDIT

According to the Articles of Association, Dovre Group shall have one

auditor who shall be an audit firm. The term of the auditor expires at

the end of the first Annual General Meeting following their selection.

The Board’s proposal for the auditor is disclosed in the notice of the

General Meeting.

The primary purpose of an audit is to verify that the financial

statements give accurate and adequate information concerning

the Group’s result and financial position for the financial period. In

addition, the auditors shall report to the Board of Directors on the

ongoing auditing of administration and operations.

INTERNAL CONTROL AND RISK MANAGEMENT

SYSTEMS PERTAINING TO FINANCIAL REPORTING

The purpose of the Group’s internal control is to support the imple-

mentation of the Group’s strategy and to ensure that the Group

complies with all relevant rules and regulations. The Group’s inter-

nal control framework is based on the Dovre Group Authorization

Matrix, which specifies the authority and the responsibilities of the

Group’s management. The Authorization Matrix is approved by

the Board of Directors, which also acts as the highest supervisory

body of the Group’s internal control. The implementation of internal

control measures is supervised primarily by the CEO and CFO, who

report to the Board.

The ultimate responsibility for accounting and financial admin

istration lies with Dovre Group’s Board of Directors. The Board is

responsible for internal control, and the CEO is responsible for

the day-to-day organization and monitoring of the control system.

The steering and monitoring of business operations is based on

the reporting and business planning system that covers the entire

Group. The CEO and CFO report monthly to the Board and the Group

Executive Team on the Group’s financial situation and development.

The purpose of financial reporting is to ensure that all assets

and liabilities in the financial statements belong to the company; that

all rights and liabilities of the company are presented in the finan-

cial statements; that items in the financial statements have been

classified, disclosed, and described correctly; that assets, liabilities,

income, and expenditure are entered in the financial statements

at the correct amounts; that all transactions during the reporting

period are included in the accounts; that transactions entered in

the accounts are factual transactions; and that assets have been

secured.

RISK MANAGEMENT AND RISK ASSESSMENT

The Group’s risk management is guided by legal requirements,

business requirements set by shareholders of the company, and

the expectations of customers, personnel, and other important

stakeholders. The goal of risk management is to acknowledge and

identify systematically and comprehensibly any risks relating to the

company’s operations and to make sure that all such risks are appro-

priately accounted for when making business decisions.

The Group’s risk management procedures support the achieve

ment of the Group’s strategic goals and seeks to ensure the con-

tinuity of the Group’s business operations. The Group takes risks

that are a natural part of its strategy and objectives. The Group is

not ready to take risks that might endanger the continuity of its

operations or be uncontrollable or that may significantly harm the

Group’s operations.

In accordance with the Group’s risk management procedures,

the Board of Directors receives an annual report of the most signif-

icant risks facing the Group. The Board analyses the risks from the

point of view of shareholder value.

The company’s risk management process includes an annual

identification and analysis of risks pertaining to financial report-

ing. In addition, the company seeks to analyse and report all new

risks immediately as soon as they have been identified. Taking into

account the extent of the Group’s business operations, the most

significant risks pertaining to the reliability of financial reporting

relate to revenue recognition, impairment testing (including good-

will), and tax reporting.

CONTROL FUNCTIONS

The correctness and reliability of financial reporting are ensured

through compliance with Group policies and guidelines. Control

functions that ensure the correctness of financial reporting include

controls related to accounting transactions, to the selection of and

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

compliance with the Group’s accounting principles, to information

systems, and to fraud or malpractice.

Revenue recognition is supervised by the Group’s CFO and is

based on the required sale and delivery documents.

The Group’s bad debt provision is reviewed monthly. Any even

tual bad debt provisions are based on the aging of trade receivables

per sales company.

The Group’s goodwill is tested for impairment at the end of each

financial year on the balance sheet date. Key variables used in the

calculations are net sales growth and the estimated change of profit

margin. In addition, indications of impairment are monitored regu-

larly. If indications of impairment are detected, a separate testing

is performed.

The performance of business operations and the attainment

of annual goals is assessed monthly in Group Executive Team and

Board meetings. Monthly management and Board reporting includes

both the actual and the estimated results compared to the budget

and the actual results of previous periods. Financial reports gen-

erated for the management are used for monitoring certain key

indicators associated with the development of sales, profitability,

and trade receivables on a monthly basis.

In accordance with its strategy, Dovre Group may complement

its organic growth with acquisitions. In making acquisitions, the

Group follows due diligence and utilizes its internal competence

together with external advisors in the planning phase (e.g. due dil-

igence), takeover phase, and when integrating acquired functions

into the Group’s operations.

INTERNAL COMMUNICATION AND

SHARING OF INFORMATION

The purpose of management reporting is to produce up-to-date,

relevant information for decision-making. The CFO provides the

Group’s business units with monthly reporting guidelines and is in

charge of any special reporting instructions related to budgeting

and forecasting. The Group’s financial administration distributes, on

a regular basis, internal information on processes and procedures

pertaining to financial reporting. Internal control tasks are carried

out in accordance with this information. Financial administration

also arranges targeted training for the organization’s personnel on

the procedures associated with financial reporting and changes in

them, if necessary. The Group’s investor relations maintain, in coop

eration with the Group’s financial administration, the guidelines on

the disclosure of financial information, including, for example, the

disclosure obligations of a publicly listed company.

MONITORING

Monitoring refers to the process of assessing Dovre Group’s internal

control system and its performance in the long term. The Group

continuously monitors its operations also through various separate

assessments, such as internal and external audits, and supplier

audits carried out by clients. The Group’s management monitors

internal control as part of its day-to-day work. The Group Executive

Team is responsible for ensuring that all operations comply with

applicable laws and regulations. The Group’s financial administration

monitors compliance with the financial reporting processes. The

financial administration also monitors the correctness of external

and internal financial reporting. The Board of Directors assesses

and ensures the appropriateness and effectiveness of the Group’s

internal control and risk management.

The Group’s internal control is also assessed by the Group’s

external auditor. The auditor verifies the correctness of external

annual financial reporting. The most significant observations and

recommendations of the audit are reported to the Board of Direc-

tors.

INSIDER ADMINISTRATION AND

TRADING RESTRICTIONS

With regards the company’s insider guidelines, Dovre Group com-

plies with the applicable legislation, the standards of the Finnish

Financial Supervisory Authority as well as Nasdaq Helsinki Ltd.’s

Guidelines for Insiders effective as of July 3, 2016. In accordance

with the legislation in force and the standards and guidelines in ques-

tion, inside information refers to all information of a precise nature,

which has not been made public and relates, directly or indirectly,

to one or more issuers or to one or more financial instruments and

which, if made public, would be likely to have a significant effect on

the prices of those financial instruments or on the price of related

derivative financial instruments. Dovre Group discloses any possi

ble inside information concerning the company as soon as possible

and as a stock exchange release. However, the company may, on its

own responsibility and on a case-by-case basis, delay disclosure of

inside information to the public in accordance with the conditions

outlined in the Market Abuse Regulation ((EU) No 596/2014). Should

the company decide to delay disclosure, the company documents

and continuously monitors the preconditions of delayed disclosure.

The company notifies the Finnish Financial Supervisory Authority of

the delayed disclosure immediately after the information has been

publicly disclosed.

Dovre Group does not maintain a list of permanent insiders, but

establishes project-specific insider lists following the identification

of a specific issue as inside information by the company’s Board of

Directors and the Board’s decision to establish an insider list relating

to the identified issue. The CFO is responsible for administration of

the company’s insider registers and project-specific insider lists are

maintained by the company.

The company has defined the Board of Directors, the CEO

and the Group Executive Team as persons discharging managerial

responsibilities. The company maintains a list of persons discharging

managerial responsibilities and their closely associated persons. In

accordance with current legislation, persons discharging managerial

responsibilities in Dovre Group as well as their closely associated

persons are obliged to notify the company and the FSA of every

transaction in the company’s financial instruments. The notification

obligation applies to all transactions once a total amount of EUR

5,000 has been reached within a calendar year. Dovre Group will

disclose all such transaction notifications as stock exchange releases

within three (3) business days of the date of transaction.

Persons discharging managerial responsibilities in the company

may not trade in any financial instruments in the company during a

closed period of 30 calendar days before the announcement of the

company’s half year financial report, annual financial statements,

or Q1 and Q3 trading statements. In addition to persons discharging

managerial responsibilities in the company, the trading restriction

applies to the company’s employees participating in the preparation,

drawing-up, and disclosure of the company’s financial reports.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

REMUNERATION

The Annual General Meeting decides on the remuneration of the

Board of Directors. The Board decides on the terms and conditions of

the employment of the CEO, specified in writing. The remuneration

principles of the key management are set by the Board. The Board

annually approves the Group’s short-term and long-term incentive

schemes.

The Board decides on the CEO’s and the Group Executive Team’s

remuneration. The remuneration of the management of the Group’s

business areas is based on the so-called one-over-one principle

whereby the remuneration decision must be approved by the super-

visor of the employee’s direct supervisor.

CORPORATE GOVERNANCE IN 2021

Annual General Meeting

Dovre Group’s Annual General Meeting was held in Helsinki and via

webcast on June 10, 2021.

Board of Directors

The Annual General Meeting elected four (4) members to the Board

of Directors. The Chairman of the Board was Svein Stavelin and

the Vice Chairman Ilari Koskelo. The other members were Kristine

Larneng and Antti Manninen. Members of the Board were independ-

ent of the company and significant shareholders.

In 2021, the Board convened 12 times, with an attendance rate

of 98 per cent. The Group’s CEO acted as the Secretary of the Board

of Directors.

BOARD MEMBER ATTENDANCE AT MEETINGS:

Svein Stavelin 12/12

Ilari Koskelo 12/12

Kristine Larneng 11/12

Antti Manninen 12/12

CEO

Arve Jensen has served as the Group’s CEO as of November 1, 2018.

On December 31, 2021, Arve Jensen held a total of 574,120 shares

in Dovre Group Plc.

Group Executive Team

At the end of 2021, the members of the Group Executive Team

were Arve Jensen (CEO & President, business area Norway), Sirpa

Haavisto (CFO from 1.10.20), Stein Berntsen (President, business area

Consulting) and Miko Olkkonen (EVP Finland from 13.8.21)

There are no longer any active option plans.

Shareholdings of Dovre Group Plc’s management on

December 31, 2021:

NAME SHARES

Berntsen Stein (Member of the Group Executive Team) 139,492

Haavisto Sirpa (Member of the Group Executive Team) 5,000

Jensen Arve (CEO) 574,120

Koskelo Ilari (Vice Chairman of the Board) 7,279,653

Larneng Kristine (Member of the Board) o

Manninen Antti (Member of the Board) 533,485

Stavelin Svein (Chairman of the Board) 334,613

Information includes also ownership through controlled companies

of the Board members.

Shareholdings in Dovre Group Plc from the Suvic`s

management:

NAME SHARES

Koskela Pasi (Member of the Board, Suvic Oy) 0

Räisänen Janne (Member of the Board, Suvic Oy 1,111,030

Vesanen Ville

(CEO and Chairman of the Board, Suvic Oy) 1,098,319

External audit

In 2021, the Group’s auditor was BDO Ltd., Authorized Public

Accountants, with Ari Lehto, APA as the principal auditor.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

REMUNERATION IN 2021

Board of Directors

The General Meeting decides on the remuneration of the Board of

Directors. The proposal for the remuneration of the Board of Direc

tors presented to the General Meeting is based on the shareholders’

proposal delivered to the company. In 2021, the proposal for the

remuneration of the Board of Directors came from shareholders,

who represented over 37 per cent of all shares and votes in the

company.

The Annual General Meeting held on June 10, 2021, decided that

the Chairman of the Board be paid EUR 35,000, Vice Chairman EUR

25,000, and each other member of the Board EUR 22,000 for the

term which will last to the next Annual General Meeting. Actual trav-

elling expenses are compensated as incurred. Remuneration was

decided to pay in cash.

Remuneration of the members of the Board of Directors

in 2021:

MEMBER

ANNUAL

REMUNERATION, EUR

Svein Stavelin 35,000

Ilari Koskelo 25,000

Kristine Larneng 22,000

Antti Manninen 22,000

Tota l 104,000

CEO

The Board of Directors decides on the remuneration of the CEO. The

terms and conditions of employment of the CEO are approved by

the Board and specified in writing.

The service terms and conditions of the current CEO, Arve

Jensen, comprise of an annual salary (including holiday pay, and

car and phone benefits) of NOK 2,000,000 (approx. EUR 197 thou-

sand) and a performance-based bonus decided by the Board. The

CEO will have same pension and personnel insurance as the other

company employees in Norway. The contract does not specify the

CEO’s retirement age. The contract may be terminated by either

party by giving six (6) months’ notice. The contract does not include

any additional severance payment to the CEO in case the company

decide to terminate the employment contract.

The CEO’s bonus is based on the company’s or its individual

units’ performance and profitability or on the successful completion

of organizational measures. These objectives are specified annually.

The STI part of the plan is paid in cash and the objectives are defined

annually. The LTI part is a fully equity settled share-based payment

transaction and the objectives are defined annually.

In 2021, CEO Arve Jensen’s total compensation was EUR 258

thousand. The amount includes performance bonus of EUR 56 thou-

sand. Additionally, Arve Jensen earned 494,120 Dovre Group Plc

shares from the LTI 2018–2020 program, which will was awarded to

him at the beginning of 2021.

Group Executive Team

The Group Executive Team’s remuneration consists of total salary

(including salary in money and typical fringe benefits such as car

and phone) as well as long- and short-term incentives as decided by

the Board of Directors. Short-term incentives include a yearly per

formance-based bonus decided by the Board. Long-term incentives

include previously option plans, for which all members of the Group

Executive Team are eligible, as well as yearly performance-based

share-based incentive plans. The Board decides on long term incen-

tive plans. The Group has not taken out any additional pension insur-

ance for the members of the Group Executive Team.

The Board approves annually the terms and criteria of the Group

Executive Team’s short-term incentives (or bonuses). Any bonuses

are based on the achievement of financial targets, such as operating

result and net sales and other related targets, on either Group and/

or business unit level. In addition, members of the Group Executive

Team may have either individual or team objectives.

In 2021, the total salaries, fees and benefits of the Group Exec

utive Team members, not including the CEO Arve Jensen, were

EUR 398 Thousand. The amount includes short-term performance

bonuses of EUR 46 Thousand.

Long-term incentive plans for key personnel

(option plans)

At the end of December 2021, Dovre Group did not have any option

plans

The company’s Board of Directors has an authorization granted

by the Annual General Meeting held on June 10 , 2021, to decide on

the issuance of new shares and the granting of option rights and

other special rights entitling to shares. The authorization is valid

until June 30, 2022. In accordance with the resolution of the Annual

General Meeting, the Board may use the authorization, among other

things, for the company’s incentive programs. The Board may issue

a maximum of 10,100,000 shares by virtue of the authorization, and

the Board may use the authorization in one or more installments.

Long-term incentive plans for key personnel

(LTI 2018 - 2020)

As of January 1, 2021, the Group has a one year remuneration and

incentive program, where the remuneration is based on an annually

set performance condition. The payment will be in cash or cash and

shares subject to Board decision and paid in Q1.22.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

9. DOVRE GROUP PLC REMUNERATION REPORT 2021

Introduction

The Dovre Group Plc’s remuneration report has been prepared

according to the remuneration reporting section instructions of the

Finnish Corporate Governance Code 2020.

Dovre Group presented the remuneration policy to the 2021

Annual General Meeting which unanimously approved it. Dovre

Group’s Remuneration Policy will be presented in the company’s

annual general meeting at least every fourth year and always if

significant changes are proposed to it. In the 2021 financial period,

existing remuneration policy was complied for both the members of

the Board of Directors and the CEO.

The Annual General Meeting decides on the remuneration of

the Board of Directors.

The Board decides on the terms and conditions of the employ

ment of the CEO, specified in writing. The remuneration principles

of the key management are set by the Board. The Board annually

approves the Group’s short-term and long-term incentive schemes.

Dovre Group has previously had option plans. The subscription

period for the latest option plan 2013C ended on 28 February 2020.

No shares were subscribed under the option plans. At the end of

2021, Dovre Group had no open option plans.

The table below presents the development of the remuneration

of the Board of Directors and the CEO compared to the development

of the average remuneration of the group’s employees and to the

group’s financial development for the previous five financial years.

EUR THOUSAND 2021 2020 2019 2018 2017

Board, total remuneration 104 104 99 97 104

CEO, total remuneration 258 280 325 301 230

Average employee remuneration *) 107 113 122 120 120

Group Net Sales 142,744 77,474 83,135 65,466 62,681

Group Operating result 6,069 2,351 2,705 539 52

*) Employee benefits expenses in the financial statements divided by the number of average personnel during the period

In 2017–2018, 40% of total gross compensation paid to Board mem

bers was paid in the company’s shares purchased in public trading.

In 2019–2021, the remuneration of the members of the Board of

Directors was paid in cash.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Remuneration report

Investor Relations

Total remuneration for the CEO is the following:

EUR THOUSAND 2021 2020 2019 2018 2017

Salaries and benefits 258 239 267 257 227

Share-based payments 0 41 58 44 3

Tota l 258 280 325 301 230

CEO Arve Jensen earned 494,120 Dovre Group Plc shares from the LTI 2018–2020 program. The earned shares were awarded to him in

March 2021.

REMUNERATION OF MEMBERS OF

THE BOARD OF DIRECTORS

The General Meeting decides on the remuneration of the Board of

Directors. The proposal for the remuneration of the Board of Direc

tors presented to the General Meeting is based on the shareholders’

proposal delivered to the company. In 2021, the proposal for the

remuneration of the Board of Directors came from shareholders,

who represented over 37 per cent of all shares and votes in the

company.

The Annual General Meeting held on June 10, 2021, decided that

the Chairman of the Board be paid EUR 35,000, Vice Chairman EUR

25,000, and each other member of the Board EUR 22,000 for the

term which will last to the next Annual General Meeting. Actual trav-

elling expenses are compensated as incurred. Remuneration was

decided to pay in cash.

Remuneration of the members of the Board of Directors

in 2021:

EUR THOUSAND

Svein Stavelin 35

Ilari Koskelo 25

Kristine Larneng 22

Antti Manninen 22

Tota l 104

REMUNERATION FOR THE CEO