Untitled

ANNUAL REPORT 2022

DOVRE GROUP IN BRIEF

Dovre Group is a global provider of project management services. Dovre Group has three

business areas: Project Personnel, Consulting and Renewable Energy. Dovre Group has

offices in Canada, Finland, Norway, Singapore, and the USA, and employs more than 730

people worldwide. Dovre Group is listed on Nasdaq Helsinki (symbol: DOV1V).

THE THREE BUSINESS AREAS OF THE DOVRE GROUP

The Project Personnel business area has more than 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, software and industrial reality capture solutions.

The Renewable Energy business area consists of the operations of Dovre’s subsidiary Suvic

Oy, a development company specialising in the construction of energy solutions, particularly

wind farm projects and project management in Finland. Through its activities, Dovre Group

contributes to an environmentally and socially sustainable future.

In 2022, the Group’s net sales were EUR 203 million and its operating profit was 8.5 million.

Project Personnel accounted for 45%, Consulting for 9% and Renewable Energy for 46%

of the net sales.

The origin of our company name

Dovre is the name of Norway’s most famous mountain range and stands for an everlasting solid foundation. Dovre Group supports its customers with the same

solid foundation in decision making and execution of 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

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 30

Key Figures by Share 33

Calculation of Key Indicators 34

4. CONSOLIDATED FINANCIAL

STATEMENTS, IFRS (*) 36

Consolidated Statement of

Comprehensive Income, IFRS 36

Consolidated Statement of Financial Position, IFRS 37

Consolidated Statement of Cash Flows, IFRS 38

Consolidated Statement of Changes

In Shareholders’ Equity, IFRS 39

Notes to the Consolidated Financial Statements, IFRS 40

1. General information 40

2. Accounting principles 40

3. Segment information 43

4. Acquisitions 45

5. Net sales 46

6. Other operating income 46

7. Material and services 46

8. Employee benefits expense 46

9. Depreciation and amortization 47

10. Other operating expenses 47

11. Financing income and expenses 47

12. Income tax 48

13. Earnings per share 49

14. Intangible assets 50

15. Goodwill 51

16. Tangible assets, leases 52

17. Inventories 53

18. Financial assets 54

19. Trade and other receivables 54

20. Shareholders’ equity 55

21. Share-based compensation 56

22. Non-current financial liabilities 56

23. Current financial liabilities 57

24. Trade payables and other liabilities 57

25. Changes in liabilities arising from

financing activities 58

26. Financial risk and capital

structure management 59

27. Commitments and contingent liabilities 61

28. Subsidiaries 61

29. Related party transactions 62

5. FINANCIAL STATEMENTS

OF THE PARENT COMPANY, FAS (*) 64

Dovre Group Plc’s Income Statement, FAS 64

Dovre Group Plc’s Balance Sheet, FAS 65

Dovre Group Plc’s Cash Flow Statement, FAS 66

Notes to Dovre Group Plc’s Financial Statements, FAS 67

1. Accounting principles 67

2. Net sales 67

3. Other operating income 68

4. Material and services 68

INDEX

(*) PART OF THE AUDITED

FINANCIAL STATEMENTS

5. Employee benefits expense 68

6. Depreciation and amortization 68

7. Other operating expenses 68

8. Financing income and expenses 69

9. Income taxes 69

10. Intangible assets 69

11. Tangible assets 70

12. Investments 70

13. Non-current receivables 71

14. Current receivables 71

15. Shareholders’ equity 72

16. Non-current liabilities 72

17. Current liabilities 72

18. Commitments and contingent liabilities 73

6. SIGNATURES FOR THE FINANCIAL

STATEMENTS (*) 74

7. AUDITOR’S REPORT 76

8. CORPORATE GOVERNANCE

STATEMENT 80

9. INVESTOR RELATIONS 88

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

Investor Relations

BUSINESS AREAS

Dovre Group provides high quality project management,

management consulting and project personnel services.

We work with leading private and public organisations

to ensure the successful development and execution of

major projects.

To stay ahead of the fierce competition in our industry,

we remain focused on further expanding our services

in the energy sector, sustainable profitable growth, and

high customer satisfaction by securing the best profes

sionals for our clients’ projects.

Our business is divided into three segments.

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

Investor Relations

PROJECT PERSONNEL

Dovre Group’s Project Personnel business area

has more than 30 years of experience as a global

provider of project professionals for major capital

projects.

Our main markets are the Nordic countries, Asia

Pacific, North America and the Middle East. Our

offices are in Canada, Finland, Norway, Singapore

and the United States.

TOP MARKS FOR QUALITY AND SERVICE

Dovre Group supports the world’s leading organisa-

tions in the successful execution of their projects.

We ensure access to the best project professionals

– whenever and wherever our clients need them.

As a listed company, we are a compliant, trans

parent and trustworthy partner for our clients. Our

business clients trust the quality and value of our

service offering. When our customers evaluate our

work, we consistently receive top marks for quality

and service.

The key to success in the Project Personnel

business is access to the best project professionals.

Many of our consultants have been with us for dec-

ades and have worked on numerous assignments

around the world. We take good care of our consult

ants, and together we take good care of our clients.

The reality is that successful projects do not

just happen. We have built a solid portfolio of long-

term framework agreements with existing and new

clients.

LOWER TAX RATES BOOSTED

GROWTH IN NORWAY

Growth in Project Personnel was supported by

increased demand for our services, particularly in

Norway, where the introduction of a more favour

able tax regime for oil and gas investments has

resulted in several new investment decision projects

being brought forward to the end of 2022, the target

line for the tax cuts.

In May, Dovre Group and its partners Engineer

ing Consultants Norway and Future Technology

signed a framework agreement with Aibel AS in

Norway. The scope of work is consulting services

and includes temporary personnel hired in the areas

of project and multidisciplines, construction, com-

missioning, supply chain, business, ICT and admin-

istration.

KEY FIGURES OF PROJECT PERSONNEL

• Net sales increased by 19% to EUR 90.6

(76.2) million in 2022.

• Operating profit increased to EUR 4.3 (2.9)

million.

• The Project Personnel business employed an

average of 642 (685) 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

Investor Relations

CONSULTING

Dovre Group’s Consulting business area provides

consulting services for the effective development

and execution of large-scale projects. We operate

in the Nordic countries, with offices in Finland and

Norway.

REAL VALUE CREATION GENERATES

GROWTH AND PROFITABILITY

Large projects typically require several years of con

cept development and planning before execution

and involve substantial capital investment.

Many of our clients maintain project or procure-

ment portfolios that include multiple projects of

varying sizes and at different stages. Others have

only one major project underway, but it is often sig-

nificant compared to the client’s other investments

or business costs.

To be successful in the consulting business, we

must be able to continually provide our clients with

the services they value. We focus on building long-

term customer relationships based on framework

agreements and hands-on consulting.

In 2021, Dovre Group acquired eSite, an indus

trial reality capture company, to strengthen its

service offering. eSite specialises in the 3D visual-

isation of industrial sites and operating facilities to

improve project execution and operating facility

performance.

The strong growth in Consulting in Finland was

due to the acquisition of eSite.

KEY FIGURES OF CONSULTING

• Net sales increased by 12.5 (11.0) percent to

EUR 18.2 (16.1) million

• Operating profit increased to EUR 2.5 (2.3)

million.

• The business area employed an average of

98 (88) 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

Investor Relations

RENEWABLE ENERGY

Suvic, which forms Dovre’s Renewable

Energy business area, is a develop

ment company specialising in the

construction of energy solutions,

particularly wind farm projects and

project management. The company

also offers contracting for energy and

industrial construction, as well as new

and innovative methods for energy

construction through engineering,

construction and project manage

ment.

Most renewable energy projects

are carried out in the summer months,

which means that the renewable energy

business is subject to greater seasonal-

ity than the other two business areas.

Renewable Energy business had a

very active year in 2022. One of the

highlights of 2022 was Suvic winning

the tender for one of the largest wind-

mill park projects in Finland. In 2022,

Suvic was involved in the construction

of ten different windmill parks in Fin-

land, three of which were announced

during the reporting period.

Suvic signed a design and construc-

tion agreement for constructing the

foundations for Isokangas and Palokan-

gas, two new wind farms in Ostroboth-

nia in the municipality of Ii. The design

work started at the end of 2022, and

the construction work will commence

in the spring of 2023.

THE WIND IS BLOWING

IN THE RIGHT DIRECTION

The year 2022 was a very active year

for the renewable energy sector. Suvic

Oy launched ten new windmill park

projects.

KEY FIGURES OF

RENEWABLE ENERGY

• Net sales amounted to EUR 90.4

million (EUR 50.4 million in Apr–

Dec 2021).

• Operating profit was EUR 2.7 mil

lion (EUR 1.9 million in Apr–Dec

2021).

• The business area employed an

average of 38 (22) people during

the year.

2018 2019 2020 2022 2021

2018 2019 2021* 20222020

200

160

120

2018 2019 2020 2022 2021

% %

20192018 2020 2022 2021

800

600

400

200

20192018 2020 2022 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

Investor Relations

OPERATING RESULT

NET SALES

ROI AND ROE

AVERAGE PERSONNEL OF THE YEAR

EQUITY-RATIO

NET SALES BY SEGMENT 2022

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

Investor Relations

EUR THOUSAND

IFRS

2022

IFRS

2021

IFRS

2020

IFRS

2019

IFRS

2018

Net sales 202,971 142,74 4 77,474 83,135 65,466

Change, % 42.2% 84.2% -6.8% 27.0% 4.4%

Operating result 8,467 6,069 2,351 2,705 539

% of net sales 4.2% 4.3% 3.0% 3.3% 0.8%

Result before tax 7,428 5,610 2,168 2,642 1,058

% of net sales 3.7% 3.9% 2.8% 3.2% 1.6%

Earnings for the shareholders of the parent company 5,152 3,667 1,643 2,091 844

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

Return on equity, % 16.4% 14.0% 6.8% 9.0% 3.8%

Return on investment, % 20.5% 17.6% 7.9% 10.3% 4.6%

Equity-ratio, % 41.6% 40.8% 53.6% 49.2% 59.1%

Gearing, % -8.8% -3.7% -10.1% 0.2% -7.8%

Balance sheet total 82,499 69,647 44,497 49,460 37,513

Gross capital expenditure 175 172 8 84 164

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

Research and development -101 -169 155 171 160

% of net sales 0.0% -0.1% 0.2% 0.2% 0.2%

Average number of personnel 779 796 629 620 495

Personnel at end of period 728 865 610 691 495

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

Investor Relations

CEO’S REVIEW

CEO’S REVIEW 2022

The transformation of energy markets increased

our sales and profitability in all business areas in

2022. The long-term growth potential for green

energy is significant, and the renewable energy

sector will be our driver and help us grow in the

future.

The year 2022 was successful for Dovre Group. Our net sales

were higher than ever at EUR 203 million. All our three busi

ness areas were able to increase their net sales, and at the

same time, improve profitability. The biggest share of our top-

line growth came from the Renewable Energy business area,

which consists of Suvic Oy’s business acquired in March 2021.

The increase in sales was achieved by organic growth in all

three business areas. Renewable Energy increased its net sales

by 87%, Project Personnel by 19%, and Consulting by 12.5%.

I am pleased to report that organic growth was generated

from existing and new clients. For example, Project Personnel

in Norway cooperated with our partners to secure a new frame

agreement with Aibel AS, a leading service company operating

in the oil, gas, and offshore wind industries. In addition, several

existing Project Personnel and Consulting clients used their

options to extend agreements in 2022.

In addition to Norway, we also saw strong growth in Con

sulting Finland. eSite, an industrial reality capture business

specialising in digitalisation and 3D modelling of operating

plants, was acquired in 2021 to strengthen our service offering,

and has played an important role in this growth as planned.

By geographical market area, our sales also increased signif

icantly in the Americas.

In Singapore, we had a busy start with the completion of

the Johan Castberg floating production project during the

first quarter. This was the largest project we have worked on

in the region.

Also, our unit in North America completed one of its largest

assignments, the Nalcors Lower Churchill project, part of Can

ada’s largest hydropower system. We also have participated

in a renewable project with the conversion of a petroleum

refinery to a renewable diesel and aviation fuel in Newfound-

land, Canada.

One of the highlights of the year 2022 was Suvic winning

the tender for the Viiatti windmill park project, one of the larg-

est in Finland with a total of 57 turbines. During 2022, Suvic

was involved in building ten different windmill parks in Finland.

STABLE PROFITABILITY

Following our strategy, we have expanded our services in the

energy sector, and our plans to diversify our offering to new

clients and industries, such as transportation, construction,

ICT, defence, and healthcare are in progress.

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

Investor Relations

Despite strong growth, we were also able to maintain our

good level of profitability. The operating profit margin stood

at 4.2%.

Our headcount at the end of the year was 728, which is 128

less than a year ago. The majority of our personnel is employed

by the Project Personnel segment, and the reduction is due

to a major project being completed in Singapore in the first

quarter of the year.

ENERGY CRISES IMPACT IN TWO WAYS

The end of the COVID-19 pandemic and the lifting of travelling

restriction in particular had a positive impact on our business,

as well as the on-going energy crises in Europe.

As a result of the energy crises, demand has grown in all of

our business segments. The growth in our Project Personnel

and Consulting business has been supported by increased

demand for our services, especially in Norway, where the

implementation of a more favourable tax system for oil and

gas investments. This has resulted in several new projects

being brought forward for investment decisions by the end of

2022, the finishing line for the tax reductions. This has had a

positive impact, especially on our Project Personnel consulting

business in Norway.

Secondly, the energy transition has increased in all our

markets during the year. The need to replace fossil fuel-based

energy production and become less dependent on imported

fuel are driving the growth of all our business areas, especially

in our Renewal Energy segment.

We see promising synergies between our Renewable

Energy and our other businesses, as we have worked with our

energy clients for 40 years and supported them in their tran

sition to renewable energy on various green energy projects.

A SHIFT TOWARDS GREEN

ENERGY CONTINUES

In the short term, our operating environment continues to

possess concerns, such as the current geopolitical situation,

high inflation, and high oil prices. After very high post-pan

demic growth in both revenue and operating profit in 2022,

we expect the 2023 growth numbers to return to more normal

levels. Accordingly, our guidance for 2023 is: Net sales are

expected to improve from 2022 and the operating profit (EBIT)

is expected to be about the same as in 2022.

In the mid to long-term, the growing energy demand is

forcing governments and the private sector to seek new ener-

gy-efficient solutions, which we believe will support the growth

of all our business areas. In the coming year, we will continue

executing our strategy for profitable growth with a strong

focus on energy transition and renewable energy.

The good development in our operations in 2022 couldn’t

have been achieved without our consultants’ ability to meet

and exceed our clients’ expectations. For this, I warmly thank

all our employees. I also thank our customers, shareholders,

and other stakeholders for their valuable support.

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

Investor Relations

Dovre Group’s mission is to support an

environmentally sustainable and socially

responsible future by providing high quality

expertise to major investment projects in the

private and public sectors.

The need to replace fossil fuel-based power

generation is driving growth in all our busi-

nesses.

OUR BUSINESS IS BASED

ON TRUST AND LOYALTY

Dovre Group provides consulting services, project manage-

ment solutions and professional project personnel. The exten

sive expertise of our personnel and their ability to advise,

develop and manage client projects are at the core of Dovre

Group’s business model, enabling its growth and development.

To successfully create value for our customers, we must

first ensure that the best experts in our field continue to be

available to us as consultants and then ensure that our cus

tomers have access to the right people at the right time.

The projects we focus on are mainly in the areas of energy,

transport, buildings and infrastructure, construction, ICT, min-

ing, pulp and paper, defence and healthcare.

Our clients are leading private and public organisations,

and the projects we are involved in tend to be long-term and

complex. Due to the nature of our business, trust is a key

element in our business.

The long-term financial success of the Dovre Group

depends – in addition to the ability of our employees to provide

valuable advice to clients over time – on long-term client and

employee relationships based on trust and loyalty.

OUR STRATEGY AIMS FOR

PROFITABLE GROWTH

We aim to achieve profitable growth by increasing sales and

margins in our existing businesses.

Our value creation is based primarily on the diversity of

our business, the expertise of our consultants, the cultivation

of our long-term customer relationships and the limitation of

our operating costs.

Dovre Group’s businesses have ambitious strategies aimed

at delivering world-class project execution and customer

experience, sustainable growth, and solid financial perfor-

mance for the Group.

In the medium to long term, rising energy demand is forc-

ing governments and the private sector to look for new ener-

gy-efficient solutions that we believe will support the growth

of all our businesses. In the coming year, we will continue to

implement our strategy for profitable growth with a strong

focus on the energy transition and renewable energies.

BUSINESS ENVIRONMENT AND

COMPETITIVE ADVANTAGES

Through years of experience in project consulting, we have

a deep understanding of our clients and our operating envi

ronment. The market is highly competitive in attracting new

clients and projects and in finding new talented consultants.

In consulting, we compete mainly with local companies

specialising in project management in Finland and Norway,

while our competitors in project personnel range from large

global companies to smaller local firms. In the renewable

DOVRE GROUP AS AN INVESTMENT

energy sector in Finland, we compete with both local and inter-

national companies.

Increasing competition is putting pressure on margins, while

at the same time customer needs are evolving rapidly in line

with global megatrends such as sustainability, digitalization,

and increasing regulation.

Area-specific differences in local economies and business

cycles in our focus sectors may vary, requiring close market

monitoring. On the other hand, the impact of country-, area-,

and sector-specific risks is mitigated by the scale and diversity

of our businesses and customers.

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

Investor Relations

WHY INVEST IN DOVRE?

Our goal is to create value for our sharehold-

ers by developing our businesses and building

and maintaining long-term client and advisor

relationships based on strong partnerships and

accumulated expertise.

We see long-term and consistent demand for our

clients’ projects and their need for consulting

services in their implementation. We believe that

Dovre Group is well positioned to strengthen its

position in these growing markets.

Dovre Group is a sustainable investment. Already

more than half of sales come from the Renewa-

ble Energy business area.

OUR STRENGTHS

• Established global business and brand

• Diversification and risk management

through business units, geographic reach

and customer sectors

• Loyal customer base with low dependence

on individual customers or projects

• Access to the best consultants

• Megatrends that support long-term

growth

• Scope for margin improvement through

business diversification

• Strong financial position with low debt

• Solid track record as a dividend payer

OUR COMPETITIVE ADVANTAGES FOR ATTRACTING AND

RETAINING CLIENTS ARE THE FOLLOWING SIX ELEMENTS:

1. GLOBAL REACH

• We have offices in six countries, have completed projects in more than 20 countries, and are a major player in

Norway and Finland with strong centres in Singapore, EMEA, and North America. Our global customers value

our expertise and ability to track projects worldwide.

2. RELIABLE PARTNER

• We are a long-term, high-quality provider of consultants and consulting experts for projects with more than 30

years of experience.

3. PROJECT FOCUS

• We have strong in-house project expertise combined with hands-on experience from world-class client projects.

Our experience enables us to recruit the best consultants. Our projects are always tailored to the needs of our

clients.

4. PROFOUND EXPERTISE

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

consultants have been working with Dovre Group for more than 20 years.

5. LEADING CLIENTS

• We have an extensive and growing reference list in the energy industry, including Equinor, Exxon, Aramco, Shell,

Husky, ABB, Siemens and Aibel. In addition, our reference list is growing in the infrastructure, IT, public admin

istration, healthcare, and defence sectors. In Norway, we have been a third-party contractor for the Ministry of

Finance since 2000, providing quality assurance for all major public projects.

6. TRANSPARENT AND SUSTAINABLE OPERATIONS

• As a listed company, our activities are transparent to all stakeholders. We have a strong focus on ESG matters,

both internally and in client projects. We strive for growth, especially in the context of the major energy transi

tion from fossil fuels to renewables.

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

Investor Relations

REPORT OF THE BOARD

OF DIRECTORS

JAN. 1–DEC. 31, 2022

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

Investor Relations

2. REPORT OF THE BOARD OF DIRECTORS 2022

KEY FINANCIAL FIGURES

EUR THOUSAND

IFRS

2022

IFRS

2021

IFRS

2020

Net sales 202,971 142,74 4 77,474

Change, % 42.2% 84.2% -6.8%

Operating result 8,467 6,069 2,351

% of net sales 4.2% 4.3% 3.0%

Result before tax 7,428 5,610 2,168

% of net sales 3.7% 3.9% 2.8%

Earnings for the shareholders of the parent company 5,152 3,667 1,643

% of net sales 2.5% 2.6% 2.1%

Return on equity, % 16.4% 14.0% 6.8%

Return on investment, % 20.5% 17.6% 7.9%

Equity-ratio, % 41.6% 40.8% 53.6%

Gearing, % -8.8% -3.7% -10.1%

Balance sheet total 82,499 69,647 44,497

Gross capital expenditure 175 172 8

% of net sales 0.1% 0.1% 0.0%

Research and development -101 -169 155

% of net sales 0.0% -0.1% 0.2%

Average number of personnel 779 796 629

Personnel at end of period 728 865 610

KEY FIGURES BY SHARE

EUR

IFRS

2022

IFRS

2021

IFRS

2020

Undiluted earnings per share (EUR) 0.049 0.035 0.016

Diluted earnings per share (EUR) 0.049 0.035 0.016

Undiluted equity per share (EUR) 0.32 0.27 0.23

Dividends EUR (1,000) 0 1,057 1,017

Dividend per share (EUR) 0.00 0.01 0.01

Dividend per earnings, % 0.0% 28.6% 61.9%

Effective dividend yield, % 0.0% 1.5% 3.5%

P/E ratio (EUR) 11.99 19.52 17.53

Highest share price (EUR) 0.80 0.78 0.37

Lowest share price (EUR) 0.54 0.28 0.20

Average share price (EUR) 0.64 0.51 0.28

Market capitalization (EUR million) 61.8 72.3 28.7

Value of traded shares (EUR million) 19.6 30.9 8.7

Shares traded, % 29.1% 57.3% 30.2%

Average number of shares:

Undiluted (1,000) 105,956 104,956 102,872

Diluted (1,000) 105,956 104,956 102,872

Number of shares at end of period (1,000) 105,956 105,956 102,956

Henkilöstö tilikauden lopussa 728 865 610

CALCULATION OF KEY FIGURES

Please see 3. Share and shareholders, 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

Investor Relations

MAIN EVENTS IN 2022

NEW WINDMILL PARK AGREEMENTS

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

the Kalistanneva windmill park. 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 commenced in April 2022 and is expected to be completed

by December 2023.

On February 10, 2022, Suvic announced the signing of another significant turn-key con

struction project to build the Matkussaari windmill park. In conjunction with the previously

announced Kalistanneva windmill park, the two wind farms form the Viiatti project, with a com-

bined capacity of 313.5 MW. The Matkussaari 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 commenced

in April 2022 and is expected to be mainly completed by December 2023. The last task to be

performed during 2024 will be connecting the 33 kV cabling to the windmills.

On October 5, 2022, Suvic announced the signing of a design and construction agreement

for constructing the foundations for two new wind farms in Ostrobothnia, Isokangas and

Palokangas, in the municipality of Ii. The farms will be a combined 17 windmills with a total

capacity of 100 MW. The design work will start by the end of 2022 and the construction work

will commence in the spring of 2023.

NEW FRAME AGREEMENT IN NORWAY

On May 2, 2022, Dovre Group announced that, in cooperation with its partners Engineering

Consults Norway and Future Technology, it has secured a frame agreement with Aibel AS in

Norway. The scope of work is consultancy services and includes the hire of temporary personnel

within project/multidiscipline, construction, commissioning, supply chain, economy, ICT and

administrative disciplines. The frame agreement is valid for 2 years with option to extend the

agreement 3 times by 2 years, i.e. a maximum 8 years.

NET SALES

NET SALES IN JANUARY–DECEMBER

In January–December, Dovre Group’s net sales increased by 42.2% to EUR 203.0 (142.7) million.

Sales increased in all business segments, the strongest growth coming from the Renewable

Energy.

Project Personnel accounted for 45 (53) %, Consulting for 9 (11) % and Renewable Energy

for 46 (35) % of the Group’s net sales. In 2021, Renewable Energy was included in the figures

for April–December. Project Personnel’s net sales increased by 19.0% to EUR 90.6 (76.2) million

and net sales for Consulting increased by 12.5%, totalling EUR 18.2 (16.1) million. Net sales in

Renewable Energy increased by 86.8%, totalling EUR 94.2 (50.4) million euros.

By market area, EMEA’s net sales increased from EUR 113.1 million to EUR 171.7 million,

accounting for 85 (79) % of the Group’s net sales in 2022. Net sales for AMERICAS increased

from EUR 7.4 million to EUR 16.0 million, accounting for 8 (5) % of the Group’s net sales. Net

sales for APAC decreased and were EUR 15.3 (22.2) million, accounting for 8 (16) % of the

Group’s net sales.

Year-on-year fluctuations in foreign currency exchange rates had only minor impact on

the Group’s net sales in 2022. At constant currencies, net sales would have increased by 41.3%

year-on-year in 2022 instead growing by 42.2%.

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

agreements in 2022.

NET SALES BY REPORTING SEGMENT

EUR MILLION 1–12/2022 1–12/2021 CHANGE %

Project Personnel 90.6 76.2 19.0

Consulting 18.2 16.1 12.5

Renewable Energy* 94.2 50.4 86.8

Group total 203.0 142.7 42.2

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

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

Investor Relations

NET SALES BY MARKET AREA

EUR MILLION 1–12/2022 1–12/2021 CHANGE %

EMEA 171.7 113.1 51.7

AMERICAS 16.0 7.4 116.6

APAC 15.3 22.2 -31.1

Group total 203.0 142.7 42.2

Dovre Group’s market areas are:

• EMEA: Norway, Middle-East, Finland

• AMERICAS: Canada, US

• APAC: Singapore

PROFITABILITY

PROFITABILITY IN JANUARY–DECEMBER

The Group’s 2022 EBITDA improved by 36.7% to EUR 9.5 (6.9) million. The Group’s operating

profit improved by 39.5% to EUR 8.5 (6.1) million. Project Personnel’s operating profit was

EUR 4.3 (2.9) million, Consulting’s operating profit was EUR 2.5 (2.3) million and Renewable

Energy’s operating profit was EUR 2.7 (1.9) million. The operating profit of the Group’s Other

functions stayed at EUR -0.7 (-0.7) million.

Dovre’s other operating income totalled EUR 0.4 (0.3) million in 2022. Material and service

expenses increased to EUR 86.0 (46.0) million and they consist of purchases for conducting

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

business expansion by 15% to EUR 98.4 (85.4) million. Other operating expenses were up to

EUR 9.5 (4.8) million.

EBITDA

EUR MILLION 1–12/2022 1–12/2021 CHANGE %

Project Personnel 4.7 3.3 44.6

Consulting 2.5 2.3 5.2

Renewable Energy 2.9 2.0 49.3

Other Functions -0.7 -0.7 6.3

Unallocated *) 0.0 0.0 109.1

Group total 9.5 6.9 36.7

OPERATING PROFIT (EBIT)

EUR MILLION 1–12/2022 1–12/2021 CHANGE %

Project Personnel 4.3 2.9 47.3

Consulting 2.5 2.3 6.9

Renewable Energy 2.7 1.9 45.8

Other Functions -0.7 -0.7 8.2

Unallocated *) -0.3 -0.3 -20.3

Group total 8.5 6.1 39.5

* Unallocated expenses include amortisation of client agreements and relations.

The Group’s profit before taxes was EUR 7.4 (5.6) million including EUR -1.0 (-0.5) million of

finance items.

The Group’s profit for the period was EUR 5.8 (4.3) million in 2022. The earnings for the

shareholders of the parent company were EUR 5.2 (3.7) million and the share of the non-con

trolling interest (holders of the 49% minority in Suvic) totalled EUR 0.7 (0.6) million. The Group’s

earnings per share were EUR 0.049 (0.035). Return on average capital employed before taxes

(ROI) was 20.5 (17.6) %.

CASH FLOW, FINANCING AND INVESTMENTS

On December 31, the Group’s balance sheet total was EUR 82.5 (69.6) million. The Group’s

cash and cash equivalents totalled EUR 11.2 (9.5) million. In addition, the Group has an unused

credit limit of EUR 5.2 million.

On December 31, the Group’s equity totalled EUR 34.3 (28.4) million. The Group’s equity

ratio was 41.6 (40.8) % and the debt-equity ratio (gearing) -8.8 (-3.7) %. The interest-bearing

liabilities amounted to EUR 8.2 (8.5) million, accounting for 9.9 (12.1) % of the Group’s share

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

liabilities were current and a total of EUR 2.0 (2.3) million non-current.

In 2022, net cash flow from operating activities was EUR 2.6 (2.3) million, which includes a

EUR -4.6 (-3.5) million change in working capital. Both trade and other receivables and trade

and other payables increased following the Suvic acquisition and the growth of the Renewable

Energy business, which in particular influences the net cash flow from operating activities.

Net cash flow from investing activities was EUR -0.2 (-2.6) million. The comparison figure

includes the payment of purchase price to the sellers of Suvic Oy in March 2021 as well as

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

Investor Relations

dividends paid for the year 2020. In 2022, no dividends were paid for the year 2021 to ensure

the continued growth of the Renewable Energy business.

Net cash flow from financing activities was EUR -0.6 (0.9) million. The balance sheet goodwill

totalled EUR 21.0 (20.9) million on December 31. No indications of impairment exist.

ORDER BOOK

Dovre’s order book consists entirely of the order book that is revenue generated according

to the percentage of completion of projects of Suvic Oy, a member of the Renewable Energy

business group. The order backlog was 34,815 (19,344) thousand euros at the end of December.

Of the order backlog at the end of 2022, 89%, or 30,849 thousand euros, is expected to be

booked in income statement in 2023. In the Renewable Energy business, Suvic’s usual oper

ations involve various contractual risks related to the order book, depending on the scope of

work for each project. These risks are mainly managed as part of business management and

with various guarantee and insurance arrangements.

CHANGES IN THE GROUP STRUCTURE

The liquidation of the Russian subsidiary Dovre OOO, wholly owned by Dovre Group Plc, was

finalized in 2022. Dovre Club Oy, wholly owned by Dovre Group Plc, merged with the parent

company on December 31, 2022. On February 8, 2022, Dovre Group Oyj established a branch

Dovre Group Sweden Filial in Sweden.

RESEARCH AND PRODUCT DEVELOPMENT

The Group’s research and development costs were EUR 0.1 (0.2) million in 2022, which equals

0.1 (0.1) % of the Group’s net sales.

PERSONNEL

During 2022, the average number of personnel employed by the Group was 779 (796). Project

Personnel employed 642 (685), Consulting 98 (88) and Renewable Energy 38 (22) people. In

the Project Personnel business area 22 (21) % of employees were independent contractors.

PERSONNEL AVERAGE 1–12/2022 1–12/2021 CHANGE %

Project Personnel 642 685 -6.3

Consulting 98 88 11.7

Renewable Energy 38 22 71.1

Other Functions 1 2 -23.8

Group total 779 796 -2.2

The number of personnel employed at the end of December decreased. On December 31,

2022, Dovre Group employed 728 (865) people, 583 (743) of whom were employed by Project

Personnel, 100 (90) by Consulting, 43 (32) by Renewable Energy and 2 (1) by other functions.

The reduction of personnel was due to a major project being completed in Singapore during

the first quarter of the year.

The Group’s personnel expenses in 2022 were EUR 98.4 (85.4) million.

GROUP MANAGEMENT

There were no changes in the Group Executive Team in 2022. At the end of the year, 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 30 March 2022 re-elected Ilari Koskelo, Antti Manninen and

Svein Stavelin as members of the Board of Directors. Sanna Outa-Ollila was elected as a new

member of the Board. 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.

There were no changes in the share capital or in the number of shares during the year. On

December 31, 2022, Dovre Group’s share capital was EUR 9,603,084.48 and the total number

of shares 105,956,494. The average number of shares during the year was 105,956,494 shares.

In 2022, altogether 30.8 (60.2) million Dovre Group shares were exchanged on the Nasdaq

Helsinki Ltd., corresponding to a trade of approximately EUR 19.6 (30.9) million. During the

year, the volume weighted average price of Dovre share was 0.65 (0.51), the lowest quotation

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

Investor Relations

was EUR 0.54 (0.28) and the highest EUR 0.80 (0.78). On December 31, 2022, the closing

quotation was EUR 0.58 (0.68). The period-end market capitalization was approximately EUR

61.8 (72.3) million.

OWN SHARES

There were no changes in the number of Dovre Group’s treasury shares during the year. At

the end of December 2022, 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 totalled 6,163

(5,855), including 8 (8) nominee registered. The share of nominee-registered shares was 5.8

(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 8,833,873 (8,721,871) shares in the company, representing 8.3 (8.2) % of all shares

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

There were no flagging notifications in 2022.

HOLDINGS OF BOARD OF DIRECTORS AND CEO ON DEC 31, 2022

NAME SHARES, PCS PERCENTAGE OF SHARES

Svein Stavelin 371,268 0.4%

Ilari Koskelo 7,345,000 6.9%

Antti Manninen 533,485 0.5%

Sanna Outa-Ollila 10,000 0.2%

Board members, total 8,259,753 7.8%

CEO Arve Jensen 574,120 0.5%

Total 8,833,873 8.3%

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

The long-term incentive program has been extended to 2022-2025. The remuneration is based

on annually set performance conditions and the key metric is operating profit. The remuner

ation can be paid in shares or cash subject to Board decision. The Group Executive Team is

responsible for personnel income tax on award. The shares or cash will be awarded when the

vesting period ends at the beginning of 2025.

ANNUAL GENERAL MEETING AND THE AUTHORISATIONS

OF THE BOARD OF DIRECTORS

Dovre Group Plc’s Annual General Meeting (AGM) was held on March 30, 2022. The AGM adopted

the financial statements and consolidated financial statements for 2021 and discharged the

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

December 31, 2021.

In accordance with the Board’s proposal, the Annual General Meeting decided that no divi

dend is paid for the 2021 in order to ensure the continued growth of the Renewable Energy sector.

In accordance with the Board’s proposal, the Annual General Meeting resolved to approve

the remuneration report for the financial year of 2021.

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

Ilari Koskelo and Antti Manninen were re-elected as members of the Board. Sanna Outa-Ollila

was elected as a new member of the Board.

The Annual General Meeting resolved that the chairman of the Board is paid EUR 40,000,

the vice chairman of the Board EUR 33,000, and each other member of the Board EUR 25,000

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 has informed that

Authorised Public Accountant Henrik Juth will be the principal auditor. The auditor’s fee shall

be paid according to the approved invoice of the auditor.

The AGM authorised 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 authorisations cover a maximum of 10,100,000 shares,

which corresponds to approximately maximum of 9.5% of the total number of shares in the

company. The authorizations are valid until June 30, 2023, and revoke the previously granted,

corresponding authorizations.

During the review period, Dovre Group Plc’s Board of Directors did not use the authorisations.

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

dovregroup.com/investors/share-and-ownership

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

Investor Relations

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 45 (53)

%, Consulting for 9 (11) %, and Renewable Energy for 46 (35) % of Dovre’s net sales in 2022.

At the end of the year, the Group employed 728 (865) 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 the Nordic countries and provides project

management expertise for the development and execution of large investment projects in

transportation, buildings and property, IT and communication, power transmission, carbon

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

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

definition 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.

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 demonstrates to 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 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, 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 since

the beginning of the COVID-19 pandemic, and 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 reduced.

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

Investor Relations

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

400 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

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

the direct footprint of its own operations as early as 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. The 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.

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 have access to a wide range of client data. The

company 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 management.

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 etc. In addition, consultants

have the opportunity to influence working hours and working assignments.

In 2022, the Group had on average 779 (796) employees, of which 642 (685) worked in

the Project Personnel business, 98 (88) worked in Consulting business, and 38 (22) worked

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

were on temporary employment agreements, working as a freelancer or as subcontracted

personnel, and 8 (8) % were permanent employees. In the Consulting business, 43 (45) % were

permanent employees and 57 (55) % worked as temporary or freelancers/subcontractors. In

the Renewable Energy business, 91 (100) % were permanent employees.

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

The results have been good.

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

Investor Relations

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 rapidly, most 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 expects its personnel to comply with all 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 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 always ensure

a safe work environment 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 super

vision 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 2022, the Group had less than 2,5 (2) % absences due to illness and no major incidents

were reported. The increase in illness is caused by more short term illness /covid after societies

have been reopened in 2022.

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 honours labour

rights and international labour 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

labour, 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 51 (62) % male and 49 (38) % female, and

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

resources, it was 29 (46) % male and 71 (53) % female. The total Group gender split was 74

(79) % male and 26 (21) % female.

Dovre had more than 20 different nationalities working for the company in 2022.

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.

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

Investor Relations

The Group’s general risk management is guided by the legal and business requirements by

shareholders of the company, and the expectations of clients, personnel, and other important

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

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 prepared 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 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 plans to further 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 2024 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, such as environmental disasters (e.g.,

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.

EU TAXONOMY REPORTING

The European Union has set a clear target of becoming the world’s first climate-neutral con

tinent by 2050. The digital transition as well as smarter and greener use of technologies are

described as key enablers for achieving this. To support investment into sustainable projects,

the EU has launched a classification system for sustainable business activities, the EU Taxo

nomy. The European Commission adopted the Climate Delegated Act in 2021, containing the

two first environmental objectives: climate change mitigation and climate change adaptation.

The remaining four objectives are expected to follow in 2023.

Companies that fall under the EU’s Non-Financial Reporting Directive must report how

well their operations match the EU Taxonomy. For reporting on the financial year 2022, com-

panies report both taxonomy eligible and taxonomy-aligned KPIs: revenue as well as capital

and operating expenditure. In order for an activity to be classified as aligned, it should comply

with technical screening criteria defined by the EU. According to technical screening criteria,

an activity should ‘substantially contribute’ to at least one environmental objective and avoid

causing ‘significant harm’ to any of the other five objectives. Furthermore, the company should

comply with minimum safeguards.

We have evaluated Dovre Groups Taxonomy-eligibility according to the descriptions of

economic activities listed in the Climate delegate Act and the Annexes supported by the EU

Taxonomy Compass. Dovre is involved in a variety of large projects where we do not have

access to all detail technical details of the end product, accordingly part of the evaluations has

been based on available information and on our interpretation.

Compliance with Minimum Safeguards Compliance with Minimum Safeguards was evaluated

on a Dovre Group level. In order to become fully aligned with Minimum Safeguards requirements,

the company continues carrying out risk and impact assessments related to human rights and

anti-corruption as well as related documentation.

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

Investor Relations

Proportion of revenue from products or services associated with taxonomy-aligned economic activities

TURNOVER SUBSTANTIAL CONTRIBUTION CRITERIA (%)

DNSH CRITERIA

(DOES NOT SIGNIFICANTLY HARM) (Y/N)

ECONOMIC ACTIVITIES

CODE

ABSOLUTE TURNOVER

(TEUR)

PROPORTION

OF TURNOVER

(%)

CLIMATE CHANGE

MITIGATION

CLIMATE CHANGE

ADAPTATION

WATER AND MARINE

RESOURCES

CIRCULAR ECONOMY

POLLUTION

BIODIVERSITY

AND ECOSYSTEMS

CLIMATE CHANGE

MITIGATION

CLIMATE CHANGE

ADAPTATION

WATER AND MARINE

RESOURCES

CIRCULAR ECONOMY

POLLUTION

BIODIVERSITY

AND ECOSYSTEMS

MINIMUM

SAFEGUARDS

TAXONOMY-ALIGNED

PROPORTION OF

TURNOVER IN 2022

CATEGORY

(ENABLING

ACTIVITY, E)

CATEGORY

(TRANSITIONAL

ACTIVITY, T)

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities

(Taxonomy aligned)

Electricity generation from wind power 4.3. 94,342 46.5 % 100.0 % Y Y Y Y Y Y Y 46.5%

Engineering activities and related technical

consultancy dedicated to adaptation

to climate change 9.1. 37,696 18.5 % 100.0 % Y Y Y Y Y Y Y 18.5% E

Net sales of environmentally sustainable

activities (Taxonomy-aligned) (A.1) 132,028 65.0 % 65.0%

A.2 Taxonomy-Eligible but not

environmentally sustainable activities

(not Taxonomy-aligned activities)

Net sales of Taxonomy-eligible but

not environmentally sustainable activities

(not Taxonomy-aligned activities) (A.2)

Total (A.1 + A.2) 132,028 65.0 %

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Net sales of Taxonomy-non-eligible

activities (B)

70,943 35.0 %

Total (A + B) 202,971 100.0 %

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

Investor Relations

Proportion of capital expenditure from products or services associated with taxonomy-aligned economic activities

CAPITAL EXPENDITURE SUBSTANTIAL CONTRIBUTION CRITERIA (%)

DNSH CRITERIA

(DOES NOT SIGNIFICANTLY HARM) (Y/N)

ECONOMIC ACTIVITIES

CODE

ABSOLUTE CAPEX

(TEUR)

PROPORTION

OF CAPEX

(%)

CLIMATE CHANGE

MITIGATION

CLIMATE CHANGE

ADAPTATION

WATER AND MARINE

RESOURCES

CIRCULAR ECONOMY

POLLUTION

BIODIVERSITY

AND ECOSYSTEMS

CLIMATE CHANGE

MITIGATION

CLIMATE CHANGE

ADAPTATION

WATER AND MARINE

RESOURCES

CIRCULAR ECONOMY

POLLUTION

BIODIVERSITY

AND ECOSYSTEMS

MINIMUM

SAFEGUARDS

TAXONOMY-ALIGNED

PROPORTION OF

CAPEX, 2022

CATEGORY

(ENABLING

ACTIVITY, E)

CATEGORY

(TRANSITIONAL

ACTIVITY, T)

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities

(Taxonomy aligned) 0,000 0.0% 0.0%

CapEx of environmentally sustainable

activities (Taxonomy-aligned) (A.1) 0,000 0.0% 0.0%

A.2 Taxonomy-Eligible but not

environmentally sustainable activities

(not Taxonomy-aligned activities)

CapEx of Taxonomy-eligible but

not environmentally sustainable activities

(not Taxonomy-aligned activities) (A.2)

Total (A.1 + A.2) 0,000 0.0%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

CapEx of Taxonomy-non-eligible activities (B) 175 0.0%

Total (A + B) 175 0.0%

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

Investor Relations

Proportion of operating expenditure from products or services associated with taxonomy-aligned economic activities

OPERATING EXPENDITURES SUBSTANTIAL CONTRIBUTION CRITERIA (%)

DNSH CRITERIA

(DOES NOT SIGNIFICANTLY HARM) (Y/N)

ECONOMIC ACTIVITIES

CODE

ABSOLUTE OPEX

(TEUR)

PROPORTION

OF OPEX

(%)

CLIMATE CHANGE

MITIGATION

CLIMATE CHANGE

ADAPTATION

WATER AND MARINE

RESOURCES

CIRCULAR ECONOMY

POLLUTION

BIODIVERSITY

AND ECOSYSTEMS

CLIMATE CHANGE

MITIGATION

CLIMATE CHANGE

ADAPTATION

WATER AND MARINE

RESOURCES

CIRCULAR ECONOMY

POLLUTION

BIODIVERSITY

AND ECOSYSTEMS

MINIMUM

SAFEGUARDS

AXONOMY-ALIGNED

PROPORTION OF

OPEX, 2022

CATEGORY

(ENABLING

ACTIVITY, E)

CATEGORY

(TRANSITIONAL

ACTIVITY, T)

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities

(Taxonomy aligned)

Electricity generation from wind power 4.3. 91,594 47.1% 100.0% Y Y Y Y Y Y Y 47.1%

Engineering activities and related technical

consultancy dedicated to adaptation

to climate change 9.1. 34,383 17.7% 100.0% Y Y Y Y Y Y Y 17.7% E

OpEx of environmentally sustainable

activities (Taxonomy-aligned) (A.1) 125,977 64.8% 64.8%

A.2 Taxonomy-Eligible but not

environmentally sustainable activities

(not Taxonomy-aligned activities)

OpEx of Taxonomy-eligible but

not environmentally sustainable activities

(not Taxonomy-aligned activities) (A.2)

Total (A.1 + A.2) 125,977 64.8%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

OpEx of Taxonomy-non-eligible activities (B) 68,526 35.2%

Total (A + B) 194,503 100.0 %

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

Investor Relations

ACCOUNTING POLICIES FOR EU TAXONOMY REPORTING

The required key performance indicators have been determined based on Dovre’s financial

reporting prepared in accordance with IFRS. Further details about the Group’s accounting

policies are described in the notes to the consolidated financial statements.

Revenue includes reportable segments’ total net sales and eliminations for internal net sales.

Capital expenditure is defined as additions to tangible and intangible assets during the

financial year considered before depreciation, amortization and revaluation. It also includes

additions to right-of-use assets from lease contracts. There has been no significant capital

expenditure in 2022. Therefore, all capital expenditure is included in taxonomy-non-eligible

activities.

Operating expenditure is defined as the proportion of capital expenditure included in

taxonomy-eligible or taxonomy-aligned economic activities. In financial reporting, operating

expenditure is included in materials and services, employee benefits expense and other oper

ating expenses.

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 2022 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 2022. 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 2023, a new

law regarding the temporary hire of personnel will be implemented in Q2. The effects of this

can be negative as some Dovre Group´s clients will choose to employ staff rather than use

consultants. In addition, expansion into new client segments requires expenditure and includes

risks. The business area’s other challenges include maintaining its competitiveness and prof-

itability. The Project Personnel business is project-based by nature, thus adding an element of

uncertainty to forecasting. From time to time, there may 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. The new law for temporary hire as mentioned above will also

have impact on part of Consulting Norway’s clients.

In the Renewable Energy business area, Suvic’s normal operations correspond to various

contractual risks depending on the differences in the scopes of work. These risks are mainly

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 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,

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.

In the short term, our operating environment continues to possess concerns, such as the

current geopolitical situation, high inflation, and high oil prices. In addition, new legislation in

Norway regarding the temporary hire of personnel will be implemented in Q2. We are currently

addressing this together with our clients to ensure compliance. After very high post-pandemic

growth in both revenue and operating profit in 2022 we expect the 2023 growth numbers to

return to more normal levels.

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

Investor Relations

Forecasting the business performance for the year 2023 is more challenging than usually.

Mainly because of the new legislation Norway will introduce April 1st, which regulates the usage

of temporary employees in various situations. It is unclear at this time what the impact will

be on white collar employees, which are typically the class of employees that Dovre’s Project

Personnel and Consulting are contracting out. The second uncertainty is created by Suvic’s

sales cycle for which forecasting for the current year in mid-February is somewhat too early

when negotiations have yet not been fully completed for the coming summer.

OTHER EVENTS DURING THE REPORTING PERIOD

SARARASA PELLET OFF-TAKE AGREEMENT

On October 14, 2022, Dovre Group announced that its 19.9% owned associated company

SaraRasa Bioindo Pte. Ltd. had agreed with Cellmark Ab to supply most of its production of

pellets for a two-year period starting from December 2022 and ending in December 2024 for

the Korean market using Cellmark’s services. The agreement is fixed price, and the contract is

valued at approximately 14 million euros. This new off-take agreement replaces the previous

agreement announced on July 25, 2019, between the same parties.

Dovre Group Plc presents its ownership in SaraRasa Bioindo Pte.Ltd as a financial asset at

fair value through profit and loss.

TWO POSITIVE PROFIT WARNINGS IN 2022

Dovre Group issued two positive profit warnings, on August 2, 2022, and October 25, 2022.

The reason for raising the guidance in August was that the demand for Dovre’s services was

expected to maintain its level in the second half of the year. In October the guidance was raised

due to the continued strong demand for Dovre’s services in Project Personnel and Consulting,

and also due to the solid execution of Suvic in its Renewable Energy construction projects.

A WARNING AND FINE IMPOSED TO DOVRE GROUP PLC FOR

BREACHING THE RULES OF THE EXCHANGE

On December 1, 2022, the Disciplinary Committee of Nasdaq Helsinki Ltd imposed a warning

and a fine of EUR 40,000 to Dovre Group Plc due to the breaches of the Nordic Main Market

Rulebook for Issuers of Shares of Nasdaq Helsinki Ltd. Dovre Group Plc breached the Rules on

the disclosure of inside information when announcing agreements of its subsidiary Suvic Oy

in May and October 2021. Furthermore, the Company breached the Rules on organizing the

administration of the listed company.

Dovre Group takes compliance with the Exchange’s rules very seriously and has taken the

necessary measures to avoid similar situations in the future.

EVENTS AFTER THE REPORTING PERIOD

On 3 February 2023, Dovre Group issued a positive profit warning. Dovre Group’s net sales for

2022 is expected to be EUR 203 million and operating profit EUR 8.5 million. The operating

profit exceeds the previous guidance’s minimum operating profit by over 15 percent. The main

reason for the improved figures is steady development in all segments including in Q4.

OUTLOOK FOR 2023

Dovre Group`s net sales are expected to improve from 2022 and the operating profit (EBIT) is

expected to be about the same as in 2022.

BOARD OF DIRECTORS’ PROPOSAL FOR DISTRIBUTION

OF A DIVIDEND

On December 31, 2022, the parent company’s distributable funds were EUR 18,781,604.44

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

30, 2023, that a dividend of EUR 0.01 (0.00) per share be paid.

Espoo, February 22, 2023

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

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

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.

The board of directors of Dovre Group Plc did not use the above-described authorizations granted

in 2021 or 2022 in the financial period.

In the previous fiscal year, the Board used the authorization given in 2020 to issue, transfer own

shares and/or to grant special rights referred to in Chapter 10, Section 1 of the Limited Liability Compa

nies Act when deciding on the share issue directed to the sellers of Suvic Oy in March 2021 and when

transferring own shares in accordance with the rules of the long-term incentive program 2018–2020

for key personnel.

OWN SHARES

Dovre Group did not repurchase the company’s own shares during 2022.

At the end of December 2020, 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 2022, Dovre Group Plc held 236,725 of its own shares, representing approx

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

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, 2022 and December 31, 2022, Dovre Group Plc’s share capital was EUR 9,603,084.48.

The number of shares was 102,956,494 on January 1, 2022 and 105,956,494 on December 31, 2022.

TRADING AND MARKET CAPITALIZATION

In 2022, altogether 30.8 (60.2) million Dovre Group shares were exchanged on Nasdaq Helsinki Ltd.,

corresponding to a trade of approximately EUR 19.6 (30.9) million.

During the financial year, the lowest quotation was EUR 0.54 (0.28) and the highest EUR 0.80 (0.78).

On 31 December 2022, the closing quotation was EUR 0.58 (0.68).

The year-end market capitalisation was approximately EUR 61.8 (72.3) million.

On 31 December 2022, the number of registered shareholders of Dovre Group Plc totalled 6,163

(5,855 ), including 8 (8) nominee-registers. The share of nominee-registered shares was 5.8 (4.2)% of

the Group’s shares.

AUTHORIZATIONS OF THE BOARD OF DIRECTORS

Dovre Group Plc’s AGM held on 30 March 2022 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 convey-

ance 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 apply to a maximum of 10,100,000 shares,

which corresponds to a maximum of 9.5 percent of the company’s of all shares. The authorizations are

valid until June 30, 2023 and cancel previously issued ones corresponding 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

Investor Relations

LARGEST SHAREHOLDERS ON DECEMBER 31, 2022

SHAREHOLDER NUMBER OF SHARES % OF SHARES AND VOTES

1 Etra Capital Oy 19,000,000 17.9%

2 Kakkonen Kyösti 13,396,391 12.6%

Joensuun Kauppa ja Kone Oy 11,396,391 10.8%

K22 Finance Oy 2,000,000 1.9%

3 Koskelo Ilari 7,345,000 6.9%

Koskelo Ilari 6,045,000 5.7%

Navdata Oy 1) 1,300,000 1.2%

4 Siik Seppo 2,043,243 1.9%

5 Mäkelä Pekka 1,775,713 1.7%

6 Paasi Kari 1,663,000 1.6%

7 Siik Rauni 1,564,885 1.5%

8 Kakkonen Kari 1,500,000 1.4%

9 Räisänen Janne 1,111,030 1.0%

10 Vesanen Ville 1,098,319 1.0%

11 Hinkka Petri 1,047,160 1.0%

12 Oy Cen-Invest Ab 950,000 0.9%

13 Toivanen Kari 934,900 0.9%

14 Heikki Tervonen Oy 900,000 0.8%

15 Schengen Investment Oy 755,761 0.7%

16 von Troil Carl-Gustaf 750,000 0.7%

17 Hinkka Invest Oy 650,000 0.6%

18 OP-Henkivakuutus Oy 548,800 0.5%

19 Lemmetti Juhani 490,000 0.5%

20 Ruokostenpohja Ismo 489,374 0.5%

20 largest shareholders (total) 58,013,576 54.8%

Nominee registered shares (total) 6,174 ,935 5.8%

Total remaining 41,770,983 39.4%

Total 105,959,494 100.0%

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

Investor Relations

ANALYSIS OF SHAREHOLDINGS ON DECEMBER 31, 2022

By number of shares owned

NUMBER OF SHARES

NUMBER OF

SHAREHOLDERS

% OF ALL

SHAREHOLDERS

TOTAL

NUMBER OF

% OF ALL

1–100 955 15.5 44,219 0.0

101–500 1,261 20.5 389,200 0.4

501–1,000 864 14.0 742,393 0.7

1,001–5,000 1,874 30.4 4,986,179 4.7

5,001–10,000 554 9.0 4,312,863 4.1

10,001–50,000 482 7.8 10,419,156 9.8

50,001–100,000 65 1.1 4,631,244 4.4

100,001–500,000 85 1.4 17,654,628 16.7

500,001– 23 0.4 62,776,612 59.2

Total 6,163 100.0 105,956,494 100.0

By shareholder category

NUMBER OF SHARES

NUMBER OF

SHAREHOLDERS

% OF ALL

SHAREHOLDERS

TOTAL

NUMBER OF

% OF ALL

Private companies 197 3.2 41,791,641 39.4

Financial and insurance insti

tutions 10 0.2 6,573,683 6.2

Non-profit organizations 5,934 96.3 56,717,854 53.5

Households 5 0.1 7,673 0.0

Foreign shareholders 17 0.3 865,643 0.8

Total 6,163 100.0 105,956,494 100.0

Nominee registered 8 6 ,174,935 5.8

HOLDINGS OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT

On December 31, 2022, the members of the Board of Directors, including ownership through controlled/

significant influence companies, held a total of 8,279,753 shares, representing approximately 7.8% of

all shares and votes.

On December 31, 2022, 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, hallituksen puheenjohtaja 1) 371,268 0.4%

Ilari Koskelo, hallituksen varapuheenjohtaja 2) 7,345,000 6.9%

Sanna Outa-Ollila 3) 10,000 0.2%

Antti Manninen, hallituksen jäsen 4) 533,485 0.5%

Board total 8,259,753 7.8%

Arve Jensen, (CEO) 574,120 0.5%

Total 8,833,873 8.3%

1) Svein Stavelin holds control in Stavelin Holding AS, which holds a total of 371,268 shares.

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

3) Sanna Outa-Ollila holds control in Atuo Oy, which holds a total of 10,000 shares.

4) 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

Investor Relations

KEY FIGURES BY SHARE

EUR

IFRS

2022

IFRS

2021

IFRS

2020

IFRS

2019

IFRS

2018

Undiluted earnings per share for the shareholders of the parent company (EUR) 0.049 0.035 0.016 0.021 0.008

Diluted earnings per share for the shareholders of the parent company (EUR) 0.049 0.035 0.016 0.021 0.008

Undiluted equity per share (EUR) 0.32 0.27 0.23 0.24 0.22

Dividends EUR (1,000) 0 1,057 1,017 1,021 993

Dividend per share, EUR 0.00 0.01 0.01 0.01 0.01

Dividend per earnings, % 0.0% 28.6% 61.9% 48.4% 118.7%

Effective dividend yield, % 0.0% 1.5% 3.5% 3.4% 4.8%

P/E ratio (EUR) 11.99 19.52 17.53 14.04 24.93

Highest share price (EUR) 0.80 0.78 0.37 0.34 0.29

Lowest share price (EUR) 0.54 0.28 0.20 0.21 0.20

Average share price (EUR) 0.64 0.51 0.28 0.24 0.25

Market capitalization (EUR million) 61.8 72.3 28.7 29.6 21.0

Value of traded shares (EUR million) 19.6 30.9 8.7 11.9 3.6

Shares traded, % 29.1% 57.3% 30.2% 49.0% 14.4%

Average number of shares:

Undiluted (1,000) 105,956 104,956 102,872 101,206 100,169

Diluted (1,000) 105,956 104,956 102,872 101,206 100,169

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

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

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

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

Investor Relations

4. CONSOLIDATED FINANCIAL STATEMENTS, IFRS

CONSOLIDATED STATEMENT OF INCOME, IFRS

EUR THOUSAND NOTE

JAN. 1.–DEC. 31,

2022

JAN. 1.–DEC. 31,

2021

NET SALES 3, 5 202,971 142,744

Other operating income 6 368 265

Material and services 7 -86,022 -45,965

Employee benefits expense 8 -98,448 -85,374

Depreciation and amortization 9 -996 -854

Other operating expenses 10 -9,404 -4,747

OPERATING RESULT 3 8,467 6,069

Financing income 11 313 142

Financing expenses 11 -1,352 -600

RESULT BEFORE TAX 7,428 5,610

Tax on income from operations 12 -1,618 -1,299

RESULT FOR THE PERIOD 5,811 4,311

RESULT FOR THE PERIOD ATTRIBUTABLE TO:

Equity holders of the parent 5,152 3,667

Non-controlling interest 659 644

TOTAL 5,811 4,311

Earnings per share calculated from profit attributable

to shareholders of the parent company:

Earnings per share, undiluted (EUR),

result for the period 13 0.049 0.035

Earnings per share, diluted (EUR),

result for the period 13 0.049 0.035

Average number of shares:

Undiluted 13 105,956,494 104,956,494

Diluted 13 105,956,494 104,956,494

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS

EUR THOUSAND NOTE

JAN. 1.–DEC. 31,

2022

JAN. 1.–DEC. 31,

2021

RESULT FOR THE PERIOD 5,811 4,311

Other comprehensive income

Other comprehensive income to be classified

to profit or loss in subsequent periods:

Translation differences 346 1,383

COMPREHENSIVE INCOME FOR THE PERIOD 6,156 5,695

COMPREHENSIVE INCOME FOR THE PERIOD

ATTRIBUTABLE TO:

Equity holders of the parent 5,498 5,050

Non-controlling interest 659 644

Total 6,156 5,695

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

Investor Relations

CONSOLIDATED STATEMENT OF FINANCIAL POSITION, IFRS

EUR THOUSAND NOTE DEC. 31, 2022 DEC. 31, 2021

ASSETS

NON-CURRENT ASSETS

Intangible assets 14 2,452 2,862

Goodwill 15 21,017 20,898

Tangible assets 16 1,809 1,471

Financial assets 18 1,854 1,856

Deferred tax asset 12 471 197

NON-CURRENT ASSETS 27,604 27,284

CURRENT ASSETS

Inventories 17 1,530 669

Trade receivables and other receivables 19 42,136 32,165

Tax receivable, income tax 0 29

Cash and cash equivalents 11,229 9,500

CURRENT ASSETS 54,895 42,364

TOTAL ASSETS 82,499 69,647

EUR THOUSAND NOTE DEC. 31, 2022 DEC. 31, 2021

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 14,066

Revaluation reserve 20 2,869 2,869

Treasury shares 20 -237 -237

Translation differences -2,561 -2,906

Retained earnings 10,696 5,544

Total equity attributable to the equity holders of the parent 34,435 28,938

Non-controlling interest -106 -496

SHAREHOLDERS’ EQUITY 34,329 28,442

NON-CURRENT LIABILITIES

Deferred tax liability 12 947 961

Non-current liabilities, interest-bearing 22 1,979 2,280

Provisions 22 1,342 641

Other liabilities 22 490 3

NON-CURRENT LIABILITIES 4,758 3,884

CURRENT LIABILITIES

Current liabilities, interest-bearing 23 6,225 6,171

Trade payables and other liabilities 24 35,568 30,040

Tax liability, income tax 1,619 1,110

CURRENT LIABILITIES 43,412 37,322

TOTAL EQUITY AND LIABILITIES 82,499 69,647

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

Investor Relations

CONSOLIDATED STATEMENT OF CASH FLOWS, IFRS

EUR THOUSAND NOTE 2022 2021

Cash flow from operating activities

Operating result 3 8,467 6,069

Adjustments:

Depreciation/amortization 9 996 854

Adjustments, total 996 854

Changes in working capital:

Trade and other receivables, increase (-) / decrease (+) -11,609 -18,427

Inventories, increase (-) / decrease (+) -861 -669

Trade and other payables, increase (+) / decrease (-) 7,889 15,557

Changes in working capital, total -4,581 -3,539

Interest paid -282 -205

Interest received 101 16

Other financial expenses paid and received -916 -294

Income taxes paid -1,234 -567

Net cash generated by operating activities 2,552 2,333

Cash flow from investing activities

Investments in tangible and intangible assets -175 -131

Acquisitions of subsidiaries, less cash and cash

equivalents 0 -2,476

Net cash generated by investing activities -175 -2,607

EUR THOUSAND NOTE 2022 2021

Cash flow from financing activities

Proceeds from non-current loans 25 490 2,000

Repayments of non-current loans 25 -400 -764

Proceeds from current loans 25 0 1,677

Repayments of current loans 25 -30 -606

Repayments of leasing liabilities 16 -638 -381

Dividends paid -23 -1,058

Net cash generated by financing activities -601 869

Translation differences -47 363

Change in cash and cash equivalents 1,729 959

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

Cash and cash equivalents at the end of the period 11,229 9,500

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

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, 2022 9,603 14,066 2,869 -237 -2,906 5,544 28,938 -496 28,442

Comprehensive income

Result for the period 5,152 5,152 659 5,811

Items that may be reclassified to profit and loss

in subsequent periods:

Translation differences 0 346 346 0 346

Total comprehensive income 0 0 0 0 346 5,152 5,498 659 6,156

Transactions with shareholders

Dividend distribution 0 0 -23 -23

Capital loan granted by the parent company 0 0 -245 -245

Other items 0 -1 0 -1 0 -1

Total transactions with shareholders 0 0 0 0 -1 0 -1 -268 -270

SHAREHOLDERS’ EQUITY Dec. 31, 2022 9,603 14,066 2,869 -237 -2,561 10,696 34,435 -106 34,329

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, 2022 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, 2022 9,603 14,066 2,869 -237 -2,906 5,544 28,938 -496 28,442

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

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 22, 2023. 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 accord-

ance 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, 2022. In accordance with the

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

“International Financial Reporting Standards” refers to the stand-

ards 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 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.”

New standards and interpretations

On January 1, 2022, the group adopted the following new or

amended standards. The implementation of the changes did not

have a significant impact on the consolidated financial statements:

• Changes to the IAS 16 Tangible Fixed Assets standard. With

the change, the income received from tangible fixed assets

before the intended use, as well as the expenses related to

production, must be recorded on the income statement.

• Amendments to the IAS 37 Provisions, contingent liabilities

and contingent assets standard: Loss-making contracts -

Expenses related to fulfilling the contract. When the company

assesses whether it is a loss-making contract, the company

must include in the estimate of the expenses arising from the

fulfillment of the contract, as well as the additional expenses

arising directly from the contract, as well as the allocated

share of the expenses directly related to the contract.

• Annual improvements to IFRS Standards 2018–2020, including

mainly technical changes to standards IFRS 1, IFRS 9, IFRS 16

and IAS 41.

The following new or amended IFRS standards are not yet in force

and will be introduced in the financial period starting on January

1, 2023 or later. Only the most relevant changes for the group have

been included in the summary below. The management does not

expect the changes to have a material impact on the group’s finan-

cial statements in future reporting periods:

• Changes to the IAS 1 Presentation of Financial Statements

standard, which specify the requirements related to the classi

fication of liabilities into short-term and long-term items.

• IAS 1 Presentation of financial statements and IFRS Practice

Statement 2 changes regarding the presentation of principles

for preparing financial statements.

• Changes to IAS 8 Accounting principles, changes and errors

in accounting estimates: definition of accounting estimate.

The changes specify the difference between the definitions

of the change in the accounting principle and the accounting

estimate when applying the IAS 8 standard.

• Changes to the IAS 12 Income Taxes standard: deferred tax

on transactions in which both an asset and a liability are

recorded. The purpose of the change is to clarify the record

ing of deferred taxes for such events that give rise to both

a deferred tax liability and a receivable at the same time.

Such events include, for example, the recording of the lease

agreement in accordance with IFRS 16 and the recording of

the restoration liability.

• Amendment of the IFRS 16 Leases standard regarding the

subsequent treatment of lease debt in sale and leaseback

arrangements.

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

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

Investor Relations

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. Mon-

etary 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-

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

depreciation 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 Janu-

ary 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 recog-

nizes an asset representing the right to use a leased asset, presented

as part of property, plant and equipment, and a lease liability, repre-

senting 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.

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

Investor Relations

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-generat-

ing unit is estimated. An impairment loss is recognized in the income

statement, if the carrying value of the asset or cash-generating unit

exceeds its recoverable amount.

Employee benefits

Employee benefits expense

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

employee benefits expense includes also expenses related to inde-

pendent contractors and subcontracted personnel if so due to leg-

islation 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

At the end of 2022 or 2021, the company had no ongoing share-

based incentive programs.

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 fulfil 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 fulfil 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

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

Investor Relations

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

received.

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 as

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

with maturities greater than 12 months. In the past, the group has

had only few credit losses. The provision for losses on trade receiva-

bles is recorded using a simplified model based on the age of overdue

receivables. An allowance for losses on trade receivables is recorded

if the receivable is more than 90 days overdue, the receivable has

been actively collected without success, and according to the man

agement’s assessment, the receivable is unlikely to receive payment.

Financial liabilities

In accordance with IFRS 9, financial liabilities are initially recog-

nized on the basis of the original consideration received, less trans-

action 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 esti-

mates are based on the management’s best knowledge and under-

standing 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 2023 or later are mainly improvements or additions to

existing standards, and Dovre Group does not expect them to have a

material impact on the consolidated 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

Investor Relations

Net sales by segment

EUR THOUSAND 2022 2021

% OF

NET SALES

Project Personnel 90,649 76,205 19.0%

Consulting 18,156 16,138 12.5%

Renewable Energy 94,165 50,401 86.8%

Total 202,971 142,744 42.2%

In 2022, the Dovre Group had two clients, each accounting for more than 10% of the Group’s net sales.

The Group’s net sales from these clients were approximately EUR 52.9 million. Both clients belonged

to the Renewable Energy business area. In 2021, the Dovre Group had three clients, which accounted

for more than 10% of the Group’s net sales. The net sales of these clients were MEUR 48.0 million. Two

clients belonged to the Renewable Energy business area and one to Project Personnel.

Operating result

EUR THOUSAND 2022 2021 CHANGE %

Project Personnel 4,288 2,911 47.3%

Consulting 2,457 2,299 6.9%

Renewable Energy 2,742 1,881 45.8%

Other functions -681 -742 8.2%

Unallocated -338 -281 -20.3%

Total 8,467 6,069 39.5%

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 2022 2021

Project Personnel 642 685

Consulting 98 88

Renewable Energy 38 22

Other functions 1 2

Total 779 796

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

Non-current assets

EUR THOUSAND 2022 2021

Finland 563 319

Norway 2,043 2,251

Singapore 259 286

Other countries 81 144

Trademark (Note 14) 1,315 1,334

Goodwill (Note 15) 21,017 20,898

Total 25,279 25,231

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

Investor Relations

4. ACQUISITIONS

Acquisitions in 2022

There were no business combinations in 2022.

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.

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

Investor Relations

5. NET SALES

NET SALES BY REVENUE TYPE

EUR THOUSAND 2022

% NET

SALES 2021

% NET

SALES

Services 108,007 53.2% 91,855 64.3%

License revenue 592 0.3% 285 0.2%

Maintenance 207 0.1% 202 0.1%

Project revenue 94,165 46.4% 50,401 35.3%

Total 202,971 100.0% 142,742 100.0%

Services include 17 thousand euros (55 thousand euros in December 2021) revenue recognized as a

point in time. License income includes 14 thousand euros (49 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 MARKET AREA

EUR THOUSAND 2022

% NET

SALES 2021

% NET

SALES

EMEA 171,657 84.6% 113,126 79.3%

AMERICAS 15,987 7.9% 7,382 5.2%

APAC 15,326 7.6% 22,235 15.6%

Total 202,971 100.0% 142,742 100.0%

LONG-TERM PROJECTS

EUR THOUSAND 2022 2021

Net Sales according to percentage of completion 73,954 50,652

Other net sales 12,216 2,448

Total 86,170 53,100

Amounts recorded as net sales in the accounting period and in

previous accounting periods for projects accounted according to the

percentage of completion method, but not delivered to customers 99,738 69,838

AMOUNTS NOT RECORDED AS NET SALES FROM LONG-TERM PROJECTS

EUR THOUSAND 2022 2021

Projects to be booked as revenue according to the percentage

of completion 34,815 19,344

Projects to be booked as revenue based on delivery 0 0

Total order book 34,815 19,344

Of the order book at the end of 2022, 89%, or 30,849 thousand euros, is expected to be booked as net

sales in 2023.

Customer assets and liabilities related to long-term projects are sales accruals, and they are pre

sented in note 19 Trade and other receivables. Liabilities based on contracts, which have received

advances from projects, as well as expenses included in accruals according to the percentage of com-

pletion, are presented in note 24 Trade and other payables.

Long-term projects are included in Renewable Energy business group.

6. OTHER OPERATING INCOME

EUR THOUSAND 2022 2021

Covid 19 grants 372 263

Other operating income -3 2

Total 368 265

7. MATERIAL AND SERVICES

EUR THOUSAND 2022 2021

Materials, supplies and goods -39,064 -24,320

External services -46,959 -21,645

Total -86,022 -45,965

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 2022 2021

Salaries and fees -89,791 -78,035

Pension expenses, defined contribution plans -2,727 -2,770

Share-based compensation (Note 21) 0 -2

Other employee benefits -5,930 -4,567

Total -98,448 -85,374

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

Investor Relations

9. DEPRECIATION AND AMORTIZATION

EUR THOUSAND 2022 2021

Amortization according to plan, intangible assets -356 -382

Depreciation according to plan, tangible assets -640 -472

Total -996 -854

10. OTHER OPERATING EXPENSES

EUR THOUSAND 2022 2021

Premises -391 -271

Marketing -266 -166

Travel -1,253 -1,076

Administration and other operating expenses -7,495 -3,234

Total -9,404 -4,747

RESEARCH AND DEVELOPMENT

EUR THOUSAND 2022 2021

Research and development expenses on the balance sheet -89 -123

Capitalized research and development expenditure -11 -46

Total -101 -169

AUDITOR FEES

EUR THOUSAND 2022 2021

External audit -145 -171

Tax consultancy 0 -3

Other professional services -5 0

Total -150 -174

11. FINANCING INCOME AND EXPENSES

FINANCING INCOME

EUR THOUSAND 2022 2021

Unquoted equity investments at fair value through profit and loss 0 6

Foreign exchange gains 211 119

Other interest and financing income 101 16

Financing income, total 313 142

FINANCING EXPENSES

EUR THOUSAND 2022 2021

Foreign exchange losses -109 -127

Other interest and financing expenses -1,191 -473

Financial assets at fair value through profit and loss -52 0

Financing expenses, total -1,352 -600

Financing income and expenses, total -1,039 -458

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

Investor Relations

12. INCOME TAX

EUR THOUSAND 2022 2021

Tax on income from operations -1,826 -1,242

Prior year taxes 30 0

Change in deferred tax assets and liabilities 179 -57

Total -1,618 -1,299

Effective tax rate reconciliation

EUR THOUSAND 2022 2021

Result before tax 7,428 5,610

Taxes calculated at the parent company’s tax rate (20%) -1,486 -1,122

Effect of different tax rates in foreign subsidiaries -61 -40

Income that is exempt from taxation and expenses that not deductible -202 0

Unrecognized tax benefits for losses for the period -53 -17

Previously unrecognized and unused tax losses 139 0

Prior year taxes 30 0

Other items 15 -120

Income tax in the consolidated statement of income -1,618 -1,299

Deferred tax asset and liabilities

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Deferred tax asset 471 197

Deferred tax liabilities -947 -961

Total -476 -764

Reconciliation of deferred tax assets and liabilities 2022

EUR THOUSAND

JAN. 1,

2022

CHARGED

TO INCOME

STATEMENT

ACQUIRED

BUSINESSES

TRANSLATION

DIFFERENCES DEC. 31, 2022

Allocation of fair value on

acquisitions -727 -55 0 110 -673

Other temporary differences -37 234 0 0 197

Total -764 178 0 110 -476

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

Total -767 -57 78 -18 -764

Carry-forward losses

On December 31, 2022, the Group carried forward losses worth of EUR 7.0 million (EUR 6.2 million on

December 31, 2021), 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 5.3 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

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 2022 2021

Result attributable to the shareholders of the parent

(EUR thousand) 5,152 3,667

Weighted average number of shares during the financial year

(1,000) 105,956 104,956

Undiluted earnings per share (EUR / share) 0.049 0.035

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

Investor Relations

14. INTANGIBLE ASSETS

INTANGIBLE ASSETS 2022

EUR THOUSAND

CUSTOMER AGREEMENTS

AND RELATIONS TRADEMARK DEVELOPMENT COSTS

OTHER

INTANGIBLE ASSETS TOTAL

Acquisition cost, Jan. 1 3,216 1,334 183 42 4,775

Translation differences (+/-) -43 -19 0 0 -62

Additions 0 0 0 8 8

Acquisition cost, Dec. 31 3,173 1,315 183 50 4,721

Accumulated amortization and value adjustments, Jan. 1 -1,724 0 -172 -17 -1,913

Amortization charges for the period -334 0 -11 -11 -356

Accumulated amortization and value adjustments, Dec. 31 -2,058 0 -183 -28 -2,269

Book value, Dec. 31, 2022 1,115 1,315 0 22 2,452

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

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

Investor Relations

15. GOODWILL

EUR THOUSAND 2022 2021

Acquisition cost, Jan. 1 20,898 16,390

Additions 0 3,565

Translation differences (+/-) 119 942

Book value, Dec. 31 21,017 20,898

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 2022 2021

Project Personnel 16,729 16,610

Consulting 1,023 1,023

Renewable Energy 3,265 3,265

Total 21,017 20,898

Impairment testing has been performed at the year-end, with December 31, 2022 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, 2022 was approximately EUR 1.3

million (EUR 1.3 million on December 31, 2021).

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: 2022 2021

Average growth in net sales, %

Project Personnel 7.2 10.3

Consulting 7.8 8.3

Renewable Energy 9.9 23.9

Average EBIT, %

Project Personnel 4.5 4.4

Consulting 13.2 11.1

Renewable Energy 5.0 4.5

Terminal growth rate, %

Project Personnel 1.0 1.0

Consulting 1.0 1.0

Renewable Energy 1.0 1.0

Pre-tax discount rate, %

Project Personnel 15.7 11.7

Consulting 15.6 11.7

Renewable Energy 16.7 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.

EBIT %, %-unit, change

Project Personnel -2.0

Consulting -12.6

Renewable Energy -4.3

Pre-tax discount rate, %-unit

Project Personnel 29.4

Consulting 492.0

Renewable Energy 220.5

Based on the sensitivity analysis, a significant weakening of the operating result or a significant increase

in the WACC in one of the group’s cash flow-generating units could cause a situation where impairment

adjustment posting should be done. In the Project Personnel with the highest goodwill, the limit value

for impairment adjustment is calculated 2 percentage point decrease in operating profit. Operating

profit in Consulting and Renewable Energy the decrease should be significantly more significant. Also

the increase of WACC to 29.4 percentage points could cause a situation in the Project Personnel where

impairment would have to be recorded. In consulting and in Renewable Energy, the limit values of the

WACC are, on the other hand, considerably large.

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

Investor Relations

16. TANGIBLE ASSETS, LEASES

OWNED ASSETS RIGHT-OF-USE ASSETS

TANGIBLE ASSETS 2022

EUR THOUSAND

MACHINERY

AND EQUIPMENT

OTHER

TANGIBLE ASSETS BUILDINGS

MACHINERY

AND EQUIPMENT TOTAL

Acquisition cost, Jan. 1 903 40 2,315 212 3,470

Translation differences (+/-) 0 0 0 0 0

Additions 167 0 469 342 978

Disposals 0 -40 0 0 -40

Acquisition cost, Dec. 31 1,070 0 2,783 555 4,408

Accumulated depreciation and value adjustments, Jan. 1 -800 -40 -1,104 -54 -1,999

Translation differences (+/-) 0 0 0 0 0

Accumulated depreciation from disposals 0 40 0 0 40

Depreciation charges for the period -60 0 -455 -126 -640

Accumulated depreciation and value adjustments, Dec. 31 -860 0 -1,559 -180 -2,599

Book value, Dec. 31, 2022 210 0 1,224 375 1,809

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 0 129 212 455

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

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

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, 2022.

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 con

struction equipment. The lease contracts are fixed-term and last for 3–5 years.

LEASING LIABILITIES

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Non-current lease liabilities 1,079 980

Current lease liabilities 544 460

Total 1,623 1,440

MATURITY PROFILE OF PAYMENTS DUE

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

0–1 543 460

1–2 447 407

2–3 309 302

3–4 262 172

4–5 58 99

Over 5 years 3 0

Total 1,623 1,440

CASH FLOW STATEMENT ITEMS

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Lease liability amortization payments -582 -381

Lease liability interest payments -56 -51

Total -638 -432

INCOME STATEMENT ITEMS

EUR THOUSAND 2022 2021

Right-to-use asset depreciations -581 -437

Right-to-use asset interest cost -55 -49

Low value lease expense -349 -154

Expense relating to variable lease payments

not included in the measurement of lease liabilities 73 -73

Total -912 -714

17. INVENTORIES

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Materials and supplies of inventory, percentage of completion method 1,530 669

Total 1,530 669

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

Investor Relations

18. FINANCIAL ASSETS

Financial assets at fair value through profit and loss

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Unquoted equity investment 1,056 1,056

Fund investments 798 800

Total 1,854 1,856

Unquoted equity investment

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 2022. 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 2022 (USD 1.3 million at year-end

2021). The estimated unaudited 2022 result was approximately USD 0.0 (0.6 in 2021) million.

SaraRasa has agreed to supply its entire production of pellets until January 2024. In October 2022,

SaraRasa Bioindo Pte. Ltd had agreed with Cellmark Ab to supply the majority of its production of pellets

for a two-year period starting from December 2022 and ending in December 2024 for the Korean market

using Cellmark’s services. The agreement is fixed price, and the contract is valued at about EUR 14 million.

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, 2022 DEC. 31, 2021

Trade receivables 30,781 26,997

Valuation allowance for trade receivables -237 -25

Other receivables 821 139

Accrued income on sales 10,752 5,054

Total 42,116 32,165

ACCRUED INCOME

EUR THOUSAND 31.12.2022 31.12.2021

Revenue recognition according to the percentage of completion 8,992 3,822

Accrued income from sales 1,072 661

Other accrued income 688 571

Total 10,752 5,054

*) Renewable Energy business group

19. NON-CURRENT TRADE AND OTHER RECEIVABLES

EUR THOUSAND 31.12.2022 31.12.2021

Other non-current receivables 19 0

Total 19 0

Other accrued expenses include accruals for operating expenses.

The book values of the receivables are based on a reasonable estimate of their fair value. Allowance for

losses on trade receivables is recorded using a simplified model based on the age of overdue receivables.

Allowance for losses on trade receivables is recorded if the receivable is more than 90 days past due, the

receivable has been actively collected without success, and according to the management’s assessment,

the receivable is unlikely to be collected. The amount of impairment of trade receivables realised 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, 2022 DEC. 31, 2021

Not due 22,143 18 ,748

Overdue

1–30 days 3,103 5,287

31–60 days 2,696 2,152

61–90 days 776 314

Over 90 days 2,063 496

Total 30,781 26,997

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

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 2021). 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 2021). The

shares do not carry a nominal value. The Group’s maximum share capital is EUR 41.6 million (EUR 41.6

million in 2021). All shares issued have been fully paid for.

Changes in 2022

There have been no changes in shares in 2022.

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.

Dividend distribution in 2022

Dovre Group Plc’s Annual General Meeting held on March 30, 2022 resolved that no dividend was paid

to ensure continued growth in the Renewable Energy segment.

Dividend distribution in 2021

The Annual General Meeting, held on June 10, 2021 decided that a dividend of EUR 0.01 per share (total-

ling EUR 1.1 million) to be paid for the financial year 2020. The dividend was paid on June 28, 2021. No

dividend was paid to company’s own shares.

Own shares

Dovre Group neither acquired nor sold the company’s own shares during the accounting period.

On January 1, 2021, Dovre Group had 870,337 own shares, of which Dovre Group transferred a total

of March 30, 2021 633,612 pieces free of charge for key personnel belonging to the 2018–2020 earning

period of the share bonus system 2018 in accordance with the terms of the share bonus system.

On January 1, 2022 and December 31, 2022, Dovre Group Oyj held a total of 236,725 of the compa

ny’s own shares, whose share of the company’s total shares and votes was 0.22 (0.22 in 2021) percent.

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, 2021 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 = Dec. 31, 2022 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

Investor Relations

21. SHARE-BASED COMPENSATION

Long-term incentive programs

The company does not have a valid share-based payment plan. Rewards paid to key employees will be

paid in cash in the future.

Key employees of Dovre Group were covered by a share-based incentive scheme during earning

years 2018–2020. On March 29, 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) in April 2021.

22. NON-CURRENT FINANCIAL LIABILITIES

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Non-current loans from financial institutions 900 1,300

Non-current lease liabilities (Note 16) 1,079 980

Total 1,979 2,280

The average interest rate for non-current loans was 3.81% in 2022 (1.95% in 2021).

MATURITY PROFILE OF NON-CURRENT LOANS

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

0–1 years 400 405

1–2 years 400 400

2–3 years 100 400

3–4 years 0 95

Total 900 1,300

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Non-current interest-bearing liabilities in cash flow statement (Note 25) 900 1,300

PROVISIONS

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Warranty provision, Suvic Oy 70 441

Provisions for long-term projects 185 0

Litigation provisions 873 0

Other risk provisions 214 200

Total 1,342 641

OTHER LIABILITIES

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Other liabilities 490 3

Total 490 3

Other liabilities consist of a capital loan given by the non-controlling owners of the group’s subsidiary

Suvic Oy. There is no predetermined repayment program for capital loans. The board of Suvic Oy decides

on loan and interest repayment.

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

Investor Relations

23. CURRENT FINANCIAL LIABILITIES

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Current loans from financial institutions 400 405

Lines of credit in use 5,281 5,306

Current lease liabilities (Note 16) 544 460

Total 6,225 6,171

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Current interest-bearing liabilities in cash flow statement (note 25) 5,681 5,711

The average interest rate for current loans was 3.81% in 2022 (1.95% in 2021). 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 2022 was 4.60% (2.89% in 2021).

24. TRADE PAYABLES AND OTHER LIABILITIES

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Trade payables 10,327 8,828

Received advances from the long-term projects *) 595 3071

Other current liabilities 8,734 6,043

Accrued expenses 15,912 12,099

Total 35,568 30,040

CURRENT ACCRUALS AND DEFERRED INCOME

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Current deferred income 72 87

Expenses recorded according to the percentage of completion *) 5,690 2,578

Accrued employee expenses 7,651 8,163

Other current accrued liabilities on income and expenses 2,499 1,270

Total 15,912 12,099

The fair values of the liabilities are equal to their carrying values.

*) Renewable Energy business group

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

Investor Relations

25. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES

2022

EUR THOUSAND JAN 1, 2022 PROCEEDS REPAYMENTS TRANSFER

TRANSLATION

DIFFERENCES DEC. 31, 2022

Non-current loans and borrowings 1,300 490 -400 0 0 1,390

Current loans and borrowings 5,711 0 -30 0 0 5,681

Total 7,011 490 -430 0 0 7,071

2021

EUR THOUSAND JAN 1, 2021 PROCEEDS REPAYMENTS TRANSFER

TRANSLATION

DIFFERENCES DEC. 31, 2021

Non-current loans and borrowings 764 2,000 -76 4 -700 0 1,300

Current loans and borrowings 3,843 1,677 -606 700 96 5,711

Total 4,607 3,677 -1,370 0 96 7,011

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

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, 2022 0.5 0.1 0.9 -0.1 0.0 0.0 1.5

Exposure Dec. 31, 2021 -0.8 0.0 0.8 -0.2 0.0 0.0 -0.1

EXPOSURE AGAINST NOK

EUR MILLION NOK CAD USD SGD GBP EUR TOTAL

Exposure Dec. 31, 2022 0.0 0.1 0.1 0.0 0.2

Exposure Dec. 31, 2021 0.0 0.5 0.1 0.0 0.6

EXPOSURE AGAINST SGD

EUR MILLION NOK CAD USD SGD GBP EUR TOTAL

Exposure Dec. 31, 2022 0.1 0.4 0.0 0.4

Exposure Dec. 31, 2021 0.1 0.5 0.0 0.6

EXPOSURE AGAINST CAD

EUR MILLION NOK CAD USD SGD GBP TOTAL

Exposure Dec. 31, 2022 0.0 -0.1 -0.1

Exposure Dec. 31, 2021 0.0 0.0 0.0

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 0.4 (0.2) million on the Group’s result before taxes with the exchange rates strengthening and

EUR -0.4 (-0.2) 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

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

EUR MILLION 2022 2021

Interest-bearing liabilities 8.2 8.5

Cash and cash equivalents 11.2 9.5

Net debt -3.0 -1.0

Shareholders’ equity 34.3 28.4

Gearing -8.8% -3.7%

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. At constant

currencies, net sales would have increased by 41.3% year-on-year in 2022 instead growing by 42.2%.

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

2022

10% -6.9 -1.4 -0.2 -1.5

-10% 6.9 1.4 0.2 1.5

Conversion of the balance sheets of Dovre Group’s subsidiaries into euros resulted in a translation differ-

ence during 2022 0.4 (1.4) million euros. Among the group’s main currencies, the Singapore dollar and

the US dollar strengthened. Instead, the Canadian dollar and the Norwegian krone weakened slightly.

Interest rate risk

The Group’s interest rate risk arises from non-current loans totaling EUR 0.9 (1.3) million on December

31, 2022. 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 2022.

On December 31, 2022, the Group’s cash and cash equivalents were EUR 11.2 (9.5) million. In addition,

the parent company and subsidiaries have unused credit limit.

EUR MILLION 2022 2021

Cash and cash equivalents 11.2 9.5

Credit facilities 10.5 8.0

Lines of credit in use -5.3 -5.3

Total 16.5 12.2

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

Investor Relations

Disputes and court proceedings

The subsidiary of the Group, Suvic Oy, has litigation pending in court, in which the Company has claims

and the opposing party has counterclaims against the Company. The Company’s claims concern the scope

and quality of the delivery of the contract. The Company’s legal position is strong, but the handling of

the cases takes time and it is difficult to assess the final outcome.

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 Consulting AS Stavanger Norway 100.00 100.00

Dovre Group Inc. Houston USA 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

Dovre Group (Korea) Limited Soul Korea 0.00 100.00

Proha Oy Espoo Finland 100.00 100.00

Suvic Oy Oulu Finland 51.00 51.00

27. COMMITMENTS AND CONTINGENT LIABILITIES

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021 *)

Noncurrent loans from financial institutions 1,300 1,700

Floating charges 10,526 7,992

Line of credit in use 5,281 5,306

Guarantees given:

Trade receivables pledged as collateral 5,595 5,606

Capital loans 5,000 5,000

Capital loans, Suvic Oy 5,000 0

Debt Guarantees, overdraft facility 1,406 1,325

Other guarantees 3,097 3,107

Total 20,099 15,038

BANK AND DELIVERY GUARANTEE LIMIT

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021 *)

Bank and delivery guarantee limit, in total 12,000 6,000

Limit in use 8,434 4,170

Corporate mortgages given as collateral

Corporate mortgages, parent company 10,000 6,000

Corporate mortgages, Suvic Oy **) 5,000 0

Total 15,000 6,000

COUNTER-GUARANTEES FOR GUARANTEES DURING WORK AND

WARRANTY PERIODS

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021 *)

Mutual fund units 2,100 2,100

Floating charges 300 300

The increase in company mortgages is due to counter-guarantees given to credit institutions. Coun-

ter-guarantees have been issued to increase Suvic Oy’s bank and delivery guarantee limit.

*) Comparable data have been updated

**) Suvic Oy’s corporate mortgages have been given as collateral for commitments given by the group’s

parent company.

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

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 2022 or 2021.

There were no loans given to management in the Group balance sheet on December 31, 2022 or Decem

ber 31, 2021.

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 2022 2021

Salaries and other short-term employee benefits 981 703

Total 981 703

No share rewards were paid in the period. Dovre Group paid share rewards to Arve Jensen, CEO, and

Stein Berntsen, member of the Group Executive Team, in the earning period 2018–2021 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, 2022. 494,120 shares were transferred to Arve Jensen

and 139,492 to Stein Berntsen.

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.

BOARD MEMBERS AND CEO

EUR THOUSAND 2022 2021

Board members on Dec. 31, 2022:

Svein Stavelin - Chairman of the Board 40 35

Ilari Koskelo - Vice Chairman of the Board 31 25

Kristine Larneng - Board Member until March 30, 2022 6 22

Antti Manninen - Board member 25 22

Sanna Outa-Ollila - Board Member since March 30, 2022 19 -

121 104

CEO:

Arve Jensen 373 258

Total 494 362

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

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

Investor Relations

5. FINANCIAL STATEMENTS OF THE PARENT COMPANY, FAS

INCOME STATEMENT OF THE PARENT COMPANY, FAS

EUR THOUSAND NOTE JAN. 1–DEC. 31, 2022 JAN. 1–DEC. 31, 2021

NET SALES 2 8,148 5,784

Other operating income 3 53 63

Material and services 4 -3,821 -1,957

Employee benefits expense 5 -3,098 -2,453

Depreciation and amortization 6 -60 -20

Other operating expenses -5,324 -1,415

OPERATING RESULT -4,101 1

Financing income and expenses 8 1,293 2,887

RESULT BEFORE TAXES -2,808 2,888

Appropriations: Group contribution 194 27

Tax 9 -33 -18

RESULT FOR THE PERIOD -2,647 2,897

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

Investor Relations

BALANCE SHEET OF THE PARENT COMPANY, FAS

EUR THOUSAND NOTE DEC. 31, 2022 DEC. 31, 2021

ASSETS

NON-CURRENT ASSETS

Intangible assets 10 1,956 280

Tangible assets 11 2 1

Investments

Investments in subsidiaries 12 26,423 30,095

Investments in other shares 12 1,147 1,147

NON-CURRENT ASSETS 29,528 31,523

CURRENT ASSETS

Non-current assets 13 1,150 1,965

Current assets 14 5,639 4,747

Cash and cash equivalents 563 663

CURRENT ASSETS 7,351 7,374

TOTAL ASSETS 36,879 38,897

EUR THOUSAND NOTE DEC. 31, 2022 DEC. 31, 2021

EQUITY AND LIABILITIES

SHAREHOLDERS’ EQUITY

Share capital 15 9,603 9,603

Reserve for invested non-restricted equity 15 14,171 14,171

Retained earnings 15 7,258 4,362

Result for the period 15 -2,647 2,897

SHAREHOLDERS’ EQUITY 28,385 31,032

LIABILITIES

Non-current liabilities 16 900 1,300

Current liabilities 17 7,594 6,565

LIABILITIES 8,494 7,865

TOTAL EQUITY AND LIABILITIES 36,879 38,897

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

Investor Relations

CASH FLOW STATEMENT OF THE PARENT COMPANY, FAS

EUR THOUSAND JAN. 1–DEC.31, 2022 JAN. 1–DEC.31, 2021

Cash flow from operating activities

Operating profit (+) / loss (-) -4,101 1

Depreciation and amortization 60 20

Merger loss 3,542 0

Other adjustments -148 18

Changes in working capital -1,907 68

Interest received and other financial income 88 53

Interest paid and other financial items -194 -105

Income taxes paid -33 -18

Net cash generated by operating activities -2,692 37

Cash flow from investing activities

Investments in tangible and intangible assets -2 0

Investments in Group companies 0 -2,096

Capital loans granted to group companies -1,010 0

Acquired businesses 0 -300

Dividends received from investments 24 1,124

Increase (-) / decrease (+) in loan receivables 3,779 -746

Net cash generated by investing activities 2,791 -2,018

EUR THOUSAND JAN. 1–DEC.31, 2022 JAN. 1–DEC.31, 2021

Cash flow from financing activities

Repayments of non-current loans 0 2000

Proceeds from current loans 161 1,641

Repayments of current loans -400 -300

Dividends paid 0 -1,057

Net cash generated by financing activities -239 2,283

Translation differences 40 -42

Change in cash and cash equivalents -100 261

Cash and cash equivalents at the beginning of the period 663 402

Cash and cash equivalents at the end of the period 563 663

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

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.

On February 8, 2022, Dovre Group Oyj established a branch Dovre Group Sweden Filial in Sweden.

Financial statements of the Branch, prepared in accordance with Finnish accounting regulations, have

been included in the financial statements of Dovre Group Plc.

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 2022.

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 2022 2021

Project Personnel 6,490 4,483

Consulting 562 115

Other functions 1,096 1,186

Total 8,148 5,784

The net sales of Consulting arise from the eSite acquired on August 31, 2022.

GEOGRAPICAL DISTRIBUTION

EUR THOUSAND 2022 2021

The Netherlands 4,092 3,673

Finland 2,328 724

Norway 892 991

Other countries 836 395

Total 8,148 5,784

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

Investor Relations

3. OTHER OPERATING INCOME

EUR THOUSAND 2022 2021

Rents 32 38

Other income 21 25

Total 53 63

4. MATERIAL AND SERVICES

EUR THOUSAND 2022 2021

License fees -129 -29

External services -3,692 -1,928

Total -3,821 -1,957

5. EMPLOYEE BENEFITS EXPENSE

EUR THOUSAND 2022 2021

Salaries and fees -2,600 -2,082

Pension expenses -365 -303

Other employee benefits -134 -68

Total -3,098 -2,453

Management remuneration

EUR 2022 2021

Members of the Board of Directors -121,050 -104,000

Total -121,050 -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 2022,

the accrued expenses arising from the CEO’s statutory pension plan were EUR 2,545 (EUR 2,386 in 2021).

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 2022 2021

Average 54 41

At the end of the financial year 62 48

6. DEPRECIATION AND AMORTIZATION

EUR THOUSAND 2022 2021

Amortization according to plan, intangible assets -60 -20

Depreciation according to plan, tangible assets 0 0

Total -60 -20

7. OTHER OPERATING EXPENSES

EUR THOUSAND 2022 2021

Merger loss -3542 0

Other operating expenses -1,782 -1,415

Total -5,324 -1,415

The merger loss was caused by the merger of Dovre Club Oy with its parent company on 31 December

2022.

Auditor fees

AUDIT FIRM BDO OY

EUR THOUSAND 2022 2021

External audit -61 -72

Other services -1 0

Total -62 -72

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

Investor Relations

8. FINANCING INCOME AND EXPENSES

DIVIDEND INCOME

EUR THOUSAND 2022 2021

Dividend income from Group companies 1,358 2,920

Total 1,358 2,920

OTHER INTEREST AND FINANCING INCOME

EUR THOUSAND 2022 2021

Interest income from Group companies 29 53

Other financing income from others 100 66

Total 128 119

INTEREST AND FINANCING EXPENSES

EUR THOUSAND 2022 2021

Interest expenses to Group companies -30 -29

Interest expenses, interest-bearing liabilities -36 -27

Other interest and financing expenses -127 -95

Total -194 -152

Financing income and expenses, total 1,293 2,887

Foreign exchange gains included in financing income 69 66

Foreign exchange losses included in financing income -66 54

9. INCOME TAXES

EUR THOUSAND 2022 2021

Tax on income from operations -33 -18

Total -33 -18

10. INTANGIBLE ASSETS

INTANGIBLE RIGHTS AND OTHER CAPITALIZED EXPENDITURE

EUR THOUSAND 2022 2021

Acquisition cost, Jan. 1 95 95

Disposals -95 0

Acquisition cost, Dec. 31 0 95

Accumulated amortization and value adjustments, Jan. 1 -95 -95

Accumulated amortization from disposals 95 0

Amortization charges for the year 0 0

Accumulated amortization and value adjustments, Dec. 31 0 -95

Book value, Dec. 31 0 0

GOODWILL

EUR THOUSAND 2022 2021

Acquisition cost, Jan. 1 300 0

Additions 5,787 300

Acquisition cost, Dec. 31 6,087 300

Accumulated amortization and value adjustments, Jan. 1 -20 0

Accumulated amortization of additions -4,051 0

Amortization charges for the year -60 -20

Accumulated amortization and value adjustments, Dec. 31 -4,131 -20

Book value, Dec. 31 1,956 280

The additions and the accumulated amortisation of the additions are due to the merger of Dovre Club

Oy with its parent company on 31 December 2022.

Intangible assets, total 1,956 280

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

Investor Relations

11. TANGIBLE ASSETS

MACHINERY AND EQUIPMENT

EUR THOUSAND 2022 2021

Acquisition cost, Jan. 1 47 47

Additions 2 0

Acquisition cost, Dec. 31 48 47

Accumulated depreciation and value adjustments, Jan. 1 -46 -46

Depreciation charges for the year -0.3 0

Accumulated depreciation and value adjustments, Dec. 31 -46 -46

Book value, Dec. 31 2 1

12. INVESTMENTS

INVESTMENTS IN GROUP COMPANIES

EUR THOUSAND 2022 2021

Acquisition cost, Jan. 1 34,498 29,784

Additions 0 4,715

Disposals -3,673 0

Acquisition cost, Dec. 31 30,826 34,498

Accumulated value adjustments, Jan. 1 -4,403 -4,403

Accumulated impairment and value adjustments, Dec. 31 -4,403 -4,403

Book value, Dec. 31 26,423 30,095

Disposals in 2022 are due to the merger of Dovre Club Oy with its parent company on 31 December 2022.

The increase in 2021 is due to the acquisition of Suvic Oy’s 51% share on 31 March 2021.

OTHER INVESTMENTS

EUR THOUSAND 2022 2021

SaraRasa Bioindo Pte. Ltd, 19.86% 1,147 1,147

Book value, Dec. 31 1,147 1,147

INVESTMENTS IN SUBSIDIARIES ON DEC. 31, 2022 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 Group Consulting AS Stavanger Norway 100.00

Dovre Group Inc. Houston USA 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, 2022 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

Investor Relations

13. NON-CURRENT RECEIVABLES

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Loan receivables

Non-current loan receivables from Group companies 140 1,965

Capital loan receivables form Group companies 1,010 0

Non-current receivables, total 1,150 1,965

Capital loan receivables are from the company’s subsidiary Suvic Oy. There are no pre-arranged repay

ment program for the capital loans. The loan and interest repayment is decided by the Board of the

borrower.

14. CURRENT RECEIVABLES

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Current receivables from Group companies

Trade receivables 106 149

Loan receivables 2,000 3,954

Other receivables 194 44

Dividend distribution receivables 1,334 0

Accrued receivables, interest receivable 30 29

3,663 4,176

Current receivables from others

Trade receivables 1,457 464

Other receivables 19 43

Accrued receivables 499 63

1,975 570

Current receivables, total 5,639 4,747

ACCRUED RECEIVABLES FROM OTHERS

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Sales accruals 282 18

Accrued expenses 217 45

Total 499 63

The company has unrecognized EUR 0.3 million (0.3 million in 2021) of deferred tax assets from confirmed

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

Investor Relations

15. SHAREHOLDERS’ EQUITY

Restricted equity

SHARE CAPITAL

EUR THOUSAND 2022 2021

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 2022 2021

Reserve for invested non-restricted equity, Jan. 1 14,171 13,052

Directed share issue 0 1,119

Reserve for invested non-restricted equity, Dec. 31 14,171 14,171

RETAINED EARNINGS

EUR THOUSAND 2022 2021

Retained earnings, Jan. 1 7,258 5,419

Dividend distribution 0 -1,057

Result for the period -2,647 2,897

Retained earnings, Dec. 31 4,611 7,258

Total Equity 28,385 31,032

CALCULATION OF DISTRIBUTABLE EARNINGS

EUR THOUSAND 2022 2021

Retained earnings 7,258 4,362

Reserve for invested non-restricted equity 14,171 14,171

Result for the period -2,647 2,897

Total 18,782 21,429

16. NON-CURRENT LIABILITIES

EUR THOUSAND 2022 2021

To third parties

Non-current loans from banks 900 1,300

900 1,300

Non-current liabilities, total 900 1,300

17. CURRENT LIABILITIES

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Current liabilities to Group companies

Trade payables 19 33

Other liabilities 1,403 1264

1,422 1,296

Liabilities to others

Current loans from banks 400 400

Current overdraft facility from banks 4,187 4,026

Trade payables 468 199

Other liabilities 201 62

Accruals and deferred income 916 582

6,172 5,269

Current liabilities, total 7,594 6,565

ACCRUALS AND DEFERRED INCOME

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Accrued employee expenses 464 369

Other accrued expenses 452 213

Total 916 582

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

Investor Relations

18. COMMITMENTS AND CONTINGENT LIABILITIES

Collateral

COLLATERAL FOR OWN COMMITMENTS

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Business mortgages and other pledges given as

collateral for liabilities and commitments

Loans from financial institutions 1,300 1,700

Tililuottolimiitit, myönnetyn limiitin kokonaismäärä 5,220 4,813

Credit limits, amount in use 4,187 4,026

Business mortgage pledged as collateral 5,000 5,000

Collaterals given on behalf of Group companies

EUR THOUSAND DEC. 31, 2022 DEC. 31, 2021

Bank and delivery guarantee limit

Bank and delivery guarantee limit, in total 12,000 6,000

Limit in use 8,434 4,170

Corporate mortgages given as collateral 15,000 6,000

Tililuottolimiitit

Line of credit, total amount granted 5,306 3,179

Line of credit in used 1,094 1,280

Debt guarantee, overdraft facility 1,406 1,325

Other guarantees 3,097 3,107

Total 4,504 4,432

Comparable data have been updated.

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 2022 2021

Not later than one year 1 1

Later than one year and not later than five years 0 0

Total 1 1

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

Investor Relations

6. SIGNATURES FOR THE FINANCIAL STATEMENTS

Espoo, Finland, February 22, 2023

Svein Stavelin

Chairman of the Board of Directors

Ilari Koskelo

Vice Chairman of the Board of Directors

Sanna Outa-Ollila

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.

Helsinki, February 22, 2023

BDO OY

Audit Firm

Henrik Juth

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

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

Investor Relations

7. AUDITOR’S REPORT (Translation of the Finnish original)

To the Shareholder’s 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,

2022. 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

Investor Relations

Key Audit Matter How our audit addressed the Key Audit Matter

Valuation of Goodwill

We refer to the note 15

• The value of goodwill in the consolidated balance sheet amounted to EUR 21.0 million

representing 25% of the total assets and 61% of net assets (2021: EUR 20.9 million representing

30% of the total assets and 73% 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.

• This matter is a significant risk of material misstatement referred to in EU Regulation No

537/2014, point (c) of Article 10(2).

• 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. 53% of the Dovre Group’s turnover consists of service sales based on hours or

days done.

• Long-term projects are entered as income in accordance with the degree of completion of the

performance obligation (project’s degree of completion). The transfer price of performance

pertaining to long-term projects is entered as a proportion of the price of the finished products

according to the degree of the performance. The earnings of long-term customer relationships

involve management judgement estimates based on experience and expectations regarding

future events. The most significant judgement relates to the projected total cost of the project.

46% 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 537/2014, 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

and accruals related to project accounting.

• We have ensured that the accounts receivable do not include significant undoubtful receivables.

• 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

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 five 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 auditor’s report thereon. We have obtained the report of the

Board of Directors prior to the date of this auditor’s report, and the

Annual Report is expected to be made available to us after that date.

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 the report of the Board of Directors, our

responsibility also includes considering whether the report of the

Board of Directors has been prepared in accordance with the appli

cable 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 on the other infor-

mation that we obtained prior to the date of this auditor’s report,

we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing

to report in this regard.

Helsinki 22.2.2023

BDO Oy, Audit Firm

Henrik Juth

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

Investor Relations

CORPORATE GOVERNANCE

STATEMENT 2022

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

Investor Relations

8. CORPORATE GOVERNANCE STATEMENT

INTRODUCTION

Dovre’s decision-making and administration comply with the Finnish

Limited Liability Companies Act, securities market legislation, other

regulations concerning public companies, Dovre Group Plc’s Articles

of Association, and the rules and regulations of Nasdaq Helsinki

Ltd. Dovre follows the Finnish Corporate Governance Code, effective

from January 1, 2020, which is available on the Securities Market

Association’s website www.cgfinland.fi. Dovre Group’s subsidiaries

comply with local legislations.

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.

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, https://www.dovregroup.

com/investors/corporate-governance/

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 Plc’s supreme decision-making body is the General

Meeting of Shareholders. The Annual General Meeting of Sharehold-

ers is organized once a year on a date set by the Board of Directors

and is held within six 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 Hel

sinki, Espoo 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 and report by the

Board of Directors

• Approving all stock exchange releases that contain financial

information as well as those that require the Board’s decision

in accordance with Dovre Group Plc’s Disclosure Policy

• 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

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

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

Investor Relations

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

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.

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

Investor Relations

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.

Dovre Group Plc Disclosure Policy describes the main princi-

ples according to which Dovre Group Plc, as a listed company, dis-

closes information to capital markets and other stakeholders. Dovre

Group communicates with the capital market and other stakeholders

primarily through stock exchange releases and press releases. In

order for the information provided to the market to give market

participants a fair picture of Dovre Group, it is important that Dovre

Group’s information is both consistent and compliant with appli-

cable regulations. Disclosures must therefore (if permitted by the

applicable regulatory framework) take into account Dovre Group’s

previous disclosure practice in similar cases (including any threshold

values applicable to the notification and the choice of the notifica-

tion channel).

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

Dovre Group complies with the applicable legislation, the standards

of the Finnish Financial Supervisory Authority as well as NASDAQ

Helsinki Ltd.’s Guidelines for Insiders. In accordance with the legis

lation in force and the standards and guidelines in question, 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 possible 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 out-

lined in the Market Abuse Regulation ((EU) No 596/2014). If the

Company decide to delay disclosure, the Company documents and

continuously monitors the conditions for delayed disclosure. The

Company notifies the Finnish Financial Supervisory Authority of

the delayed disclosure immediately after the information has been

publicly disclosed.

The Company’s insider manager is the Group’s CFO, who per-

forms tasks related to insider management together with the man-

ager of insider lists, the insider communication manager and the

persons responsible for project-specific insider registers. In addition,

the head of each function is responsible for supervising the insider

affairs of his own organization. The Company organizes training

in activities related to insider affairs. The manager of the relevant

insider project, who is named to the aforementioned project-spe-

cific insider register, is responsible for preparing and maintaining

project-specific insider register.

The list of insiders includes, by virtue of their position, Dovre

Group’s management personnel (the members of the Company’s

Board of Directors, the CEO, the members of the Group Executive

Team and the Company’s subsidiary Suvic Oy’s Board members

and CEO) and certain other persons working in the knowledge core

of Dovre Group who, based on the tasks they perform, have bet

ter knowledge of the Company than the market in general. These

persons are typically persons who prepare an interim report or

annual financial statements, persons responsible for the Company’s

finances, financial reporting or communication, or persons who have

access to such information, as well as some other persons working

in managerial positions in the Company.

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

Investor Relations

The Company also keeps a project- or event-specific insider list

of all persons who have access to insider information and who work

for the Company based on an employment contract or otherwise

perform tasks through which they have access to insider informa-

tion. Persons who participate in the planning and preparation of pro-

jects or events dealing with insider information, such as mergers and

acquisitions, are considered to be Project- or event-specific insiders.

A project-specific insider may not trade or carry out other transac-

tions with the Company’s financial instruments during the project.

Dovre Group Plc Persons discharging managerial responsibili

ties 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 employ-

ees participating in the preparation, drawing-up, and disclosure of

the Company’s financial reports.

The Company also releases as stock exchange releases all

transaction notifications submitted both by persons discharging

managerial responsibilities in the Company and by persons closely

associated to them once a total amount of EUR 5,000 has been

reached within a calendar year.

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 2022

Annual General Meeting

Dovre Group’s Annual General Meeting was held in Helsinki on March

30, 2022.

Board of Directors

The Annual General Meeting decided that the number of Board mem-

bers be set at four (4). Svein Stavelin, Ilari Koskelo and Antti Manni-

nen were re-elected as members of the Board. Sanna Outa-Ollila was

elected as a new member of the Board. Members of the Board are

independent of the company and significant shareholders.

In 2022, the Board convened 13 times, with an attendance rate

of 100 per cent. The Group’s CEO acted as the Secretary of the

Board of Directors.

BOARD MEMBER ATTENDANCE AT MEETINGS:

Svein Stavelin 13/13

Ilari Koskelo 13/13

Kristine Larneng *) 3/3

Antti Manninen 13/13

Sanna Outa-Ollila **) 10/10

*) Board member until March 30, 2022

**) Board member since March 30, 2022

CEO

Arve Jensen has served as the Group’s CEO as of November 1, 2018.

On December 31, 2022, Arve Jensen held a total of 574,120

shares in Dovre Group Plc.

Group Executive Team

At the end of 2022, the members of the Group Executive Team were

Arve Jensen (CEO & President, business area Norway), Stein Bernt-

sen (President, business area Consulting), Sirpa Haavisto (CFO), and

Miko Olkkonen (EVP Finland).

Shareholdings of Dovre Group Plc’s management on

December 31, 2022

NAME TITLE SHARES

Svein Stavelin Chairman of the Board 371,268

Ilari Koskelo Vice Chairman of the Board 7,345,000

Antti Manninen Member of the Board 533,485

Sanna Outa-Ollila Member of the Board 10,000

Arve Jensen CEO, Member of the GET 574 ,120

Stein Berntsen Member of the GET 139,492

Sirpa Haavisto Member of the GET 50,000

Miko Olkkonen Member of the GET 0

Total 9,023,365

Information includes also ownership through controlled companies

of the Board members.

Shareholdings in Dovre Group Plc from the Suvic`s

management on December 31, 2022

NAME TITLE SHARES

Ville Vesanen CEO and Chairman of the Board 1,098,319

Jaakko Norrkniivilä Member of the Board 400,001

Janne Räisänen Member of the Board 1,111,030

Yhteensä 2,609,350

External audit

In 2022, the Group’s auditor was BDO Ltd., Authorized Public

Accountants. Ari Lehto, APA, acted as the principal auditor until

March 30,2022. Henrik Juth, APA, has acted as the principal auditor

since March 30, 2022.

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

Investor Relations

REMUNERATION IN 2022

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 2022, the proposal for the

remuneration of the Board of Directors came from shareholders,

who represented over 38 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. The Annual

General Meeting held on March 30, 2022 resolved that the chairman

of the Board is paid EUR 40,000, the vice chairman of the Board

EUR 33,000, and each other member of the Board EUR 25,000 per

year for the term which will last to the next Annual General Meeting.

Both Annual General Meeting resolved that reasonable travelling

expenses are compensated as incurred. Remuneration was decided

to pay in cash.

Remuneration of the members of the Board of Directors

in 2022:

1,000 EUR

Svein Stavelin 40

Ilari Koskelo 31

Kristine Larneng *) 6

Antti Manninen 25

Sanna Outa-Ollila **) 19

Total 121

*) until March 30, 2022

**) since March 30, 2022

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 2,050,000 (approx. EUR 203 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 or can be paid in cash subject to Board decision and the

objectives are defined annually.

In 2022, CEO Arve Jensen’s total compensation was EUR 373

thousand. The amount includes STI/LTI performance bonus for 2021

EUR 162 thousand.

Group Executive Team

The Group Executive Team’s remuneration consists of total salary

or fee (including salary or fee 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 performance-based bonus decided by the Board. Long-term

incentives include yearly performance-based share-based incentive

plans, for which all members of the Group Executive Team are eligi-

ble with the exception of CFO. Board decides on long term incentive

plans. The Group has not taken out any additional pension insurance

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 2022, the total salaries, fees and benefits of the Group Exec

utive Team members, not including the CEO Arve Jensen, were

EUR 491 thousand. The amount includes short-term performance

bonuses of EUR 117 thousand.

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

Investor Relations

Dovre Group Plc’s Board members on December 31, 2022

Svein Stavelin

Chairman of the Board

Board member since March 28, 2018

M.Sc., NTNU Trondheim, 1980, Pedagogy (PUFS),

NTNU, 1983, Norwegian School of Management,

BI, 1988

Born 1957, Norwegian citizen

Work experience:

Aalto Capital AS, October 2022–

Managing Partner. Incepto joined the interna

tional Corporate Finance firm and changed its

name to Aalto Capital AS.

Incepto AS, 2007–2022

CEO / Founding Partner

Chairman / Founder Proventus AS (Consolidate)

Bridgehead AS (Oaklins), 2005–2007

Partner

Telecomputing ASA (Visolit), 2004–2005

CEO

Creuna AS, 2001–2003

CEO and founder

Ementor ASA, 1994–2001

CEO in Ementor

CEO in Avenir ASA

Managing Director in Avenir AS

Provida, 1989–1994

Assistant Managing Director / Senior Vice

President

Assistant Managing Director, Director for Sales

and Marketing

Sales and Marketing Director

A/S EDB (EDB ASA),1988–1989

A.S Computas (Cap Gemini), 1986–1988

Cincom Systems Inc., Cincinnati, Ohio, US,

1985–1986

A.S Computas, 1982–1986

NTNU - Norwegian University of Science and

Technology,1981–1982

Board memberships:

Chairman of the Board of Incepto AS, 2007–

Chairman of the Board, Proventus AS, 2007–

Member of the Board, Perx Folkefinansiering AS,

2018–2020

Chairman of the Board, OXX AS, 2011–2017

Chairman of the Board, Con Moto AS, 2011–2014

Chairman of the Board, Oslo ICT Network,

2011–2012

Member of the Board, Capella IT AS (Mathema

teria), 2011–2014

Member of the Board of Dovre Group / Proha,

2008–2009

Member of the Board of Directors in Creuna

Holding A/S, 2001–2004

Chairman of Board of The Norwegian Computer

Society, 2000–2002

Member of the Board of Directors in Visma ASA,

2000–2001

Chairman of the Board in Ementor Denmark

A/S, Ementor Sweden AB, AMI A/S plus several

other subsidiaries in the Ementor structure.

Chairman of the Board in Avenir UK ltd, Avenir

Denmark A/S and several other subsidiaries in

the Avenir system.

Member of the Board in Provida A.S, 1989–1984

Member of the Board in Provida (UK) ltd., Lon

don, 1992–1994

Independent of the company and significant

shareholders

Ilari Koskelo

Vice Chairman of the Board

Board member since February 28, 2008

B.Sc. Computer Science, University of Turku,

Finland

MBA, The George Washington University, USA

M.Sc. in Management, Stanford University, USA

Born 1959, Finnish citizen

Work experience:

Karera Oy

Co-investor and Director, 2022 -

Navdata Oy

Founder and Managing Director, 1988 -

Thai Biogas Energy Corporation, Pte, Ltd.,

Thailand

Co-investor and Director, 2016–2020

SaraRasa Bioindo, Pte. Ltd., Singapore

Co-investor and Director, 2014–

Soil Scout Oy, Finland

Co-founder and CFO, 2013–

Planman Oy

Co-investor and Director, 2020–2015

Global Satellite Solutions Inc, USA

Co-investor, 1997–2000

Board memberships:

Chairman of the Board, Navdata Oy, 1988–

Member of the Board, Thai Biogas Energy Cor

poration, 2016–2020

Member of the Board, SaraRasa Bioindo Pte.

Ltd., 2014–

Member of the Board, Soil Scout Oy, 2013

Member of the Board, Ixonos Oyj, 2013–2016

Independent of the company and significant

shareholders

Antti Manninen

Member of the Board

Board member since March 28, 2018

M.Sc. (Econ.)

Born 1961, Finnish citizen

Work experience:

Rio Group Oy, Chairman of the Board, 1998–

Dovre Group Plc, Member of the Board, Vice

Chairman, and the Chairman, 2008–2013

Mega Vision S.A. Ltd., Director, Investments,

1993–1998

Board memberships:

Event Management Group Oy, Chairman of the

Board, 2004–

Independent of the company and significant

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

Investor Relations

Dovre Group Plc’s Board members on December 31, 2022 Board members December 31, 2022

Ville Vesanen

CEO and Chairman of the Board since

March 2017

Master’s Degree, Mechanical Engi

neering, University of Oulu

Major: Structural Engineering

Minor: Engineering Mechanics

Born 1984, Finnish citizen

Work experience:

Suvic Oy

Managing Director, 03/2021–

Sales Director, 2017–2021

Keski-Suomen Betonirakenne Oy

Project Manager, 2013–2017

Ramboll Finland Oy

Structural Engineer, 2011–2013

Ilari Koskelo

Member of the Board

Please see information on Board of

Dovre Group Plc

Jaakko Norrkniivilä

Member of the Board

Master’s Degree, Mechanical Engi

neering, University of Oulu, 2012

Major: Structural engineering

Minor: Engineering mechanics

Born 1986, Finnish citizen

Work experience:

Suvic Oy

Design Manager, 02/2018–

Suomen Maastorakentajat Oy

Project Manager, 2017–2018

Ramboll Finland Oy

Project Manager, 2013–2017

Structural Engineer, 2012–2013

Kontiotuote Oy

Senior Structural Engineer, 2010–2012

Janne Räisänen

Member of the Board

Construction Engineering, Oulu Uni

versity of Applied Sciences, 2008

Born 1981, Finnish citizen

Work experience:

Suvic Oy

Construction Manager, 03/2017–

Keski-Suomen Betonirakenne Oy

Construction Manager, 2014–2017

Cost and Purchasing Engineer,

2010–2014

YIT Rakennus Oy

Cost Estimator, 2005–2010

Sanna Outa-Ollila

Member of the Board

Board member since March 30, 2022

M.Sc. in Technical Physics, Helsinki University of Technology, 1998

Major: Nuclear and Energy Technology

Minor: Business Strategy and International Marketing

Born 1973, Finnish Citizen

Work experience:

Atuo Oy

Owner and CEO, Management consultant, 2018–

Tietoevry Banking

Lead Product Manager, Cash Management, 2021–2022

Analyste Oy

Vice President, Product Management, 2020

Director, International Business, 2019–2020

Nordea Bank Finland Plc

Business Driver, Integrated Treasury Services, 2010–2011

Exidio Oy

COO and VP Sales & Marketing, 2005–2019

Smarttrust Systems Oy (Sonera SmartTrust Oy until 9/2002)

Director, Solution Consulting, 2003–2005

Manager in Product Development and Solution Consulting, 2000–2003

Fortum Engineering Ltd, Nuclear Power Engineering

Design Engineer, 1998–2000

Board memberships:

Exidio Oy 2010–2018

Independent of the company and significant 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

Investor Relations

Group Executive Team on December 31, 2022

Arve Jensen

CEO

Member of the Group Executive Team since

October 2009

M. Sc. (Mech.)

Master’s degree programmes in Economy,

Finance and Management from The Norwegian

School of Economics and Business Admin

istration (NHH) and Norwegian School of

Management (BI)

Master of Science in Mechanical Process Plant

Design, Norwegian University of Science and

Technology (NTNU), 1982

Born 1959, Norwegian citizen

Work experience:

Dovre Group

CEO, 2018–

President of Business Area Project Personnel

Norway, 2015–2018

EVP Project Personnel, 2012–2015

EVP Project Personnel Norway, 2009–2012

Dovre International

CEO, 2001–2008

Regional Manager Oslo, 1993–2001

Senior Project Engineer Statoil, project- and

contract management, 1995–1999

ABB Global Engineering, Senior Project Engineer

at Statoil project management team, 1990–1993

MTC Engineering (own company)

Senior Engineer Piping-Aker and Statoil/NPC,

1988–1990

Aker Engineering

Engineer Gullfaks B project, 1984–1987

Stein Berntsen

President, business area Consulting

Member of the Group Executive Team since July

2014

M. Sc. (Econ. and BA)

Master of Science in Economics and Business

Administration, University of Agder, Norway,

1993

Project Administration and Management, Uni

versity of Agder, Norway, 1989

Bachelor of Science in Industrial Economy and

Technology Management, University of Agder,

Norway, 1988

Born 1965, Norwegian citizen

Work experience:

Dovre Group

President Consulting, 2014 –

Managing Director, Consulting Norway, 2016–

Executive Vice President Management Consult

ing, 2008–2011

Dovre International

Vice President Project Management, 2006–2008

Vice President Project Consulting, 2002–2006

Manager Project Analyses, 2000–2002

Project Control Manager at Statoil, 1999–2000

Senior Consultant at Statoil, 1997–1999

Philips Petroleum

Department Manager Risk Management,

1995–1997

Senior Cost Estimator, 1993–1995

Cost and Contracts Engineer, 1991–1993

Cost Estimator, 1989–1991

Sirpa Haavisto

CFO from 1.10.2020

Member of the Group Executive Team since

October 2020

M.Sc. (Economics and Business Administration,

Accounting), 1990

Authorized Public Accountant, 1995

Born 1963, Finnish citizen

Work experience:

Dovre Group Plc

Chief Financial Officer, 2020–

Azets Insight Oy

Senior Advisor, 2019–2020

Director, IFRS, Group Reporting and M&A,

2016–2019

Visma Services Oy

Director, IFRS, Group Reporting and M&A,

2013–2016

Chief Financial Controller, SMB, 2011–2013

Proha Plc

Chief Financial Officer, 2002–2011

Ernst & Young Oy

Senior Manager, IFRS Specialist, 1997–2002

Ernst & Young LLP, Chicago

Audit Senior III, 1995–1997

Ernst & Young Oy

Authorized Public Accountant, 1995

Auditor, 1986–1995

Miko Olkkonen

Miko Olkkonen Vice President Finland

Member of Group Executive Team since Septem

ber 2021

M.Sc. (Mech.)

Born 1974, Finnish citizen

Work experience:

Fortum Group

Head of eSite, 2019–2021

Head of Sales, Nuclear Services, 2016–2019

R&D Program manager for New Business

Growth, 2015–2017

Execution Manager, Hydro Services, 2013–2015

AFRY (Pöyry Group)

Director of Engineering Centre Thailand,

2012–2013

Business Development Manager, Nuclear,

2010–2012

Managing Director, Pöyry Application Service

Oy, 2006–2010

Managing Director, Inforbis Oy, 2004–2006

Business Development Manager, Local Services,

2002–2004

Project manager and mechanical engineer,

1997–2002

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

Investor Relations

INVESTOR RELATIONS

The primary objective of Dovre Group’s investor relations is to ensure that the market has at

all times access to accurate and sufficient information to support the correct valuation of the

company’s share.

Up-to-date information about Dovre Group as an investment is available on the company’s

website www.dovregroup. com -> Investors. All financial releases can also be obtained by

emailing to info@dovregroup.com.

Dovre Group reports half-yearly on its financial performance in accordance with the Inter

national Financial Reporting Standards (IFRS).

FINANCIAL REPORTING IN 2023

• Q1 trading statement for January 1–March 31, 2023 on thursday, April 27, 2023

• Half-year report for January 1–June 30, 2023 on wednesday, August 17, 2023

• Q3 trading statement for January 1–September 30, 2023 on wednesday,

October 26, 2023.

The company’s Annual General Meeting is planned to be held on Wednesday, March 30, 2023.

Dovre Group’s Board of Directors will summon the meeting at a later date.

CONTACT INFORMATION

Sirpa Haavisto, CFO, tel. +358 20 436 2000

info@dovregroup.com

SHARE INFORMATION

Dovre Group Plc’s shares are listed on the Nasdaq Helsinki Ltd. Dovre Group has one class of

shares (trading symbol: DOV1V).

Market: Nasdaq Helsinki

ISIN: FI0009008098

Symbol: DOV1V

Segment: OMX Helsinki Small Cap

Sector: Industrial goods and services

Number of shares on December 31, 2022: 105,956,494

For more information: www.nasdaqomxnordic.com

INVESTOR 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

Investor Relations

INDEPENDENT AUDITOR’S REASONABLE ASSURANCE REPORT

ON DOVRE GROUP PLC’S ESEF FINANCIAL STATEMENTS

To the Board of Directors of Dovre Group Plc

We have undertaken a reasonable assurance engagement on the

iXBRL marking up of the consolidated Financial Statements for the

year ended 31 December, 2022, included in the Dovre Group Plc’s

(Business ID 0545139-6) digital files [7437000NA1I6Y1OQWL24-

2022-12-31-fi.zip] prepared in accordance with the requirements of

Article 4 of EU Delegated Regulation 2018/815 (ESEF RTS).

The Responsibility of the Board of Directors

and Managing Director

The Board of Directors and Managing Director are responsible for

preparing the report of the Board of Directors and financial state

ments (ESEF financial statements) that comply with the require-

ments of ESEF RTS. This responsibility includes:

• preparation of ESEF financial statements in XHTML format in

accordance with Article 3 of the ESEF RTS

• marking up the primary statements and the notes to the con

solidated financial statements, and the company identification

data included in the ESEF financial statements with iXBR tags

in accordance with Article 4 of the ESEF RTS; and

• ensuring consistency between ESEF financial statements and

audited financial statements.

The Board of Directors and the Managing Director are also respon

sible for such internal control as they deem necessary to prepare

the ESEF financial statements in accordance with the requirements

of the ESEF RTS.

Auditor’s Independence and Quality Management

We are independent of the company in accordance with the ethi-

cal requirements applicable in Finland, which apply to the engage-

ment we have performed, and we have fulfilled our other ethical

obligations in accordance with these requirements. The auditor

applies International Standard on Quality Management ISQM 1,

which requires the firm to design, implement and operate a system

of quality management including policies or procedures regarding

compliance with ethical requirements, professional standards and

applicable legal and regulations requirements.

Auditor’s Responsibility

In accordance with the Engagement Letter our responsibility is to

express an opinion on whether the marking up of the consolidated

financial statements included in the ESEF financial statements com-

ply in all material respects with the Article 4 of the ESEF RTS. We

conducted our reasonable assurance engagement in accordance

with International Standard on Assurance Engagements 3000. The

engagement involves procedures to obtain evidence whether;

• the primary statements of the consolidated financial state

ments included in the ESEF financial statements are, in all

material respects, marked up with iXBR tags in accordance

with Article 4 of the ESEF RTS, and;

• whether the notes to the consolidated financial statements

and the company identification data included in the ESEF

financial statements data, have been marked up, in all mate

rial respects, with iXBRL tags in accordance with Article 4 of

the ESEF RTS; an

• whether the ESEF financial statements and the audited finan

cial statements are consistent with each other.

The nature, timing and the extent of procedures selected depend on

practitioner’s judgement. This includes the assessment of the risks

of material departures from the requirements set out in the ESEF

RTS, whether due to fraud or error. We believe that the evidence

we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Opinion

In our opinion, the primary statements of the consolidated financial

statements, the notes to the consolidated financial statements and

the company identification data included in the ESEF financial state-

ments of Dovre Group Plc identified as [7437000NA1I6Y1OQWL24-

2022-12-31-fi.zip] for the year ended 31 December, 2022 are marked

up, in all material respects, in compliance with the ESEF Regulatory

Technical Standard.

Our audit opinion relating to the consolidated financial state-

ments of Dovre Group Plc’s for the year ended 31 December, 2022

is set out in our Auditor’s Report dated 22 February, 2023. In this

report, we do not express an audit opinion, review conclusion or

any other assurance conclusion on the consolidated financial state-

ments.

Helsinki 7.3.2023

BDO Oy, Audit firm

Henrik Juth

Authorised Public Accountant

(Translation of the Finnish original)

Dovre Group Plc

Ahventie 4 B

FI-02170 Espoo

tel. +358 20 436 2000

www.dovregroup.com

EUROPE AND

THE MIDDLE EAST

NORWAY

Dovre Group Consulting AS

Dovre Group Energy AS

Oslo

Kirkegata 15

NO-0153 Oslo

tel. +47 40 005 900

Stavanger

Bjergsted Terrasse 1

NO-4007 Stavanger

tel. +47 40 005 900

Bergen

Kokstadalen 4

NO-5257 Kokstad

tel. +47 40 005 900

FINLAND

Dovre Group Plc

Proha Oy

Ahventie 4 B

FI-02170 Espoo

tel. +358 20 436 2000

Suvic Oy

Elektroniikkatie 14

FI-90590 Oulu

tel. +358 44 328 9928

NORTH AMERICA

CANADA

Dovre Canada Ltd.

5 Hill O’Chips

St John’s, NL, Canada A1C 0A8

tel. +1 709 754 2145

USA

Dovre Group Inc.

13501 Katy Freeway

Suite 1655

Houston, Texas 77079

tel. +1 281 914–4910

ASIA PACIFIC

SINGAPORE

Dovre Group (Singapore) Pte Ltd

Dovre Asia Pte Ltd

144 Robinson Road #03–01

Robinson Square

Singapore 068908

tel. +65 6386 2350