Global Reach – Local Presence - appspot.com...6 Dovre Group’s Strategy 2013–2017 Dovre Group has defined a new strategy and updat-ed its long-term financial objectives for 2013–2017

Global Reach – Local Presence

Annual Report 2012

Review by the Dovre Group Board of Directors, page 9

Group Financial Statements (IFRS), page 18

Financial Statements of the Parent Company (FAS), page 50

Key Figures and Financial Development 2008–2012, page 62

Shares and Shareholders, page 66

Corporate Governance Statement, page 71

Annual Report 2012

Table of Contents

Dovre Group in Brief 4CEO’s Overview 5Dovre Group’s Strategy 2013–2017 6Our Business Areas 7Project Personnel 7Consulting 7Investor Relations 8Members of the Board of Directors 81. Review by the Dovre Group Board of Directors January 1 – December 31, 2012 (IFRS) 9

2. Group Financial Statements According to International Financial Reporting Standards (IFRS) 182.1 Consolidated Statement of Comprehensive Income, IFRS 192.2 Consolidated Statement of Financial Position, IFRS 202.3 Consolidated Statement of Cash Flows, IFRS 212.4 Consolidated Statement of Changes in Shareholders’ Equity, IFRS 222.5 Notes to the Consolidated Financial Statements, IFRS 23 2.5.1 Brief Company Description 23 2.5.2 Accounting Principles 23 2.5.3 Segment Information 27 2.5.4 Net Sales 29 2.5.5 Other Operating Income 29 2.5.6 Materials and Services 29 2.5.7 Employee Benefits Expense 30 2.5.8 Depreciation and Amortization 30 2.5.9 Other Operating Expenses 31 2.5.10 Financing Income and Expenses 31 2.5.11 Income Tax 32 2.5.12 Discontinued Operations 33 2.5.13 Earnings per Share 34 2.5.14 Intangible Assets 35 2.5.15 Goodwill 36 2.5.16 Tangible Assets 37 2.5.17 Investments in Associates 37 2.5.18 Available-for-sale Investments 38 2.5.19 Non-Current Trade and Other Receivables 38 2.5.20 Deferred Tax Assets and Liabilities 39 2.5.21 Trade and Other Receivables 40 2.5.22 Cash and Cash Equivalents 40 2.5.23 Shareholders’ Equity 41 2.5.24 Share Based Compensation 42 2.5.25 Non-Current Financial Liabilities 43 2.5.26 Liabilities from Defined Benefit Plan 44 2.5.27 Current Financial Liabilities 44 2.5.28 Trade Payables and Other Liabilities 45 2.5.29 Current Provisions 45 2.5.30 Financial Risk Management and Capital Structure Management 45

2.5.31 Other Rental Agreements 47 2.5.32 Commitments and Contingent Liabilities 47 2.5.33 Subsidiaries 48 2.5.34 Related Party Transactions 48

3. Financial Statements of the Parent Company, FAS 503.1 Parent Company Income Statement, FAS 513.2 Parent Company Balance Sheet, FAS 523.3 Parent Company Cash Flow Statement, FAS 533.4 Notes to the Financial Statements of the Parent Company, FAS 54 3.4.1 Accounting Principles 54 3.4.2 Net Sales 54 3.4.3 Other Operating Income 55 3.4.4 Materials and Services 55 3.4.5 Employee Benefits Expense 55 3.4.6 Depreciation, Amortization, and Impairment Losses 55 3.4.8 Financing Income and Expenses 56 3.4.9 Extraordinary Items 56 3.4.7 Auditor Fees 56 3.4.10 Intangible Assets 57 3.4.11 Tangible Assets 57 3.4.12 Investments 58 3.4.13 Non-Current Receivables 59 3.4.14 Current Receivables 59 3.4.15 Shareholders’ Equity 59 3.4.16 Non-Current Liabilities 60 3.4.17 Current Liabilities 61 3.4.18 Commitments and Contingent Liabilities 61

4. Key Figures and Financial Development 2008–2012 624.1 Key tors 634.2 Key Figures per Share 644.3 Calculation of Key Indicators 65

5. Shares and Shareholders 665.1 Shares and Share Capital 675.2 Trading and Market Capitalization 675.3 Authorization of the Board of Directors 675.4 Option Rights 675.5 Largest Shareholders as of December 31, 2012 685.6 Share Ownership on December 31, 2012 695.7 Holdings of the Board of Directors and Management 69

6. Signatures for Financial Statements 70

7. Corporate Governance Statement 2012 71

8. Auditor’s Report 77

4

Dovre Group is a global provider of project management services.

Dovre Group has two business areas: Project Personnel and Consulting. The Group’s Project Personnel business area specializes in flexible deployment of high quality project professionals for major investment projects specifically in the Oil & Gas and energy industries. The Group’s Consulting business area provides management and project management consulting services for the effective development and execution of major investment projects.

In 2012, the Group’s net sales were EUR 94 million. Dovre Group employs over 450 people world-wide.

Dovre Group in Brief

Dovre Group in Brief

2010 2011 2012

Russia & Australia

Proha renamedDovre Group

Middle-East

SEA acquisition& investment

Organizationalchanges

First dividendpayout

Entry tobiorenewables

Legal restructuringcompleted

2004 2006

Norway

Canada

Dovre Group’s development

Group key figures 2008–2012 *)

Net sales

100

80

60

40

20

02008 2009 2010 2011**) 2012**)

62.4 60.770.8 73.3

94.1EUR million

4

3

2

1

0 2008 2009 2010 2011 2012

1.6

1.0

2.8 2.7

3.4

EUR million

Operating result (excl. one-time items) *)

Personnel 2012

Personnel by reporting segment on Dec. 31, 2012

Project Personnel 401Consulting 54Other functions 6Total 461

*) Software business area presented as discontinued operations in 2011 and 2012, excluded from net sales and operating result

**) In 2012, the Group reclassified certain sales-related expenses in the income statement. 2011 and 2012 presented according to new classification.

5

CEO’s Overview

Net sales growth strong in 2012Our net sales grew strongly throughout 2012 and we saw the growth accelerating towards the end of the year. Our comparative operat-ing result improved from 2011. In the second half of 2012, we invested in business opera-tions and development.Project Personnel, our biggest business area, increased its net sales in all market areas in 2012 and grew by 28% from 2011, with Norway and Australia experiencing strong growth throughout the year. In North America, our net sales took an upward turn in the second half of 2012. We signed a new global frame agreement with a customer, which is one of the world’s largest publicly traded oil and gas companies as well as currently one of the Group’s two main customers. The frame agreement is valid for five years.

Our Consulting business has developed positively through-out 2012, mainly due to our success in Norway where both cus-tomer demand and utilization have remained high. The business area’s net sales grew by 32% from 2011. In the second half of 2012, Consulting expanded its operations into the renewable energy market. Initially, we will be focusing specifically on projects in bio-renewables in Europe and South East Asia. The business area’s service offering for actors involved in renewable energy projects covers project management services and solutions across the project life-cycle.

In the first half of 2012, the Group acquired a minority share in SaraRasa Biomass Pte. Ltd., a renewable energy project devel-oper based in Singapore, and invested in the company’s first de-

velopment project SaraRasa Bioindo Pte. Ltd., a pellet processing plant using wood biomass and located in Indonesia. The plant is expected to start production in spring 2013. In the third quar-ter of 2012, SaraRasa Bioindo agreed a financing round with the Finnish Fund for Industrial Cooperation (Finnfund), which also became a shareholder in the company.

At the end of 2012, the Group received a notice for a call of option to acquire Safran Software Solutions AS, previously part of the Group’s Software business area. Thus, the Group’s Software business area is reported under discontinued operations as of the

fourth quarter of 2012. The com-pletion of the sales process is

estimated to take place dur-ing spring 2013.

2013 has started with the announcement of the

Group’s new strategy and updated long-term finan-

cial objectives for 2013–2017. In accordance with the new strategy, we will focus on providing project management services, covering project personnel and consulting, to the energy sector world-wide and aim to become the most advanced player in our field. We have also renewed our Executive Team alongside the strategy renewal.

The Board of Directors of the Group’s parent company has proposed to the Annual General Meeting that a dividend of EUR 0.02 per share to be paid. If the proposal is adopted, the dividend would be second in the company’s history.

Organizational changes implemented in 2012 have strength-ened our business areas. We continue our work to improve our operations in accordance with our new strategy.

Janne Mielck CEO

Our business areas in 2012

We aim to become the most advanced player in our field.

Project Personnel

Consulting Software *)

Project Professionals for energy industry

Integrated Service Portfolio for Project Management

CEO’s Overview

Global projectmanagement

resourcing

Management andproject management

consulting services

Powerful softwarefor major projects

*) Software business area reported under discontinued operations as of the fourth quarter of 2012

6

Dovre Group’s Strategy 2013–2017

Dovre Group has defined a new strategy and updat-ed its long-term financial objectives for 2013–2017. In accordance with the new strategy, Dovre Group will focus on providing project management services, covering project person-nel and consulting, to the energy sector world-wide and aims to become the most advanced player in its field. The company’s long-term financial objective is an operating profit margin on the level of 5-10% with an average annual net sales growth of more than 15%.

• Projectmanagementcompetencefor complex projects

• In-depthunderstandingofenergymarkets• Establishedvendoringlobalgrowthmarkets

Dovre Group’s Strategy 2013–2017

Our missionDovre Group’s mission is to provide world-classproject management services for major investment projects. We offer project resources and project management knowledge to all players in the en-ergysector,bothinconventionalandinrenewableenergy sources. Our service offering covers our cus-tomers’needsthroughouttheirprojectlife-cycle.

• ExpandandstrenghtenConsultingbusiness• ImplementnewbusinessplatformforProject

Personnel• BuildGroup-wideexcellenceandstrong

Dovre Group brand

Our strengths

Our vision Our strategic devel-opment programsWe will become the most

advanced provider of specialized project man-agement services in the energy sector globally.

7Our Business Areas

Our Business Areas

Project PersonnelDovre Group’s Project Personnel business area specializes in flexible de-ployment of high quality professionals in large project industries. The business area operates globally and has over thirty years of experience as provider of project personnel on demanding client projects in the Oil & Gas, mining, and energy industries around the world. Project Person-nel’s main markets are Canada, Norway, and the US.

Project Personnel 2013–2017

Project Personnel seeks to develop its operations further by building up a state-of-the-art recruiting and service platform based on the latest digital and social media opportunities. We aim to provide the most ad-vanced and the most rewarding service experience to the professionals we employ. Our aim is to build up an expanded talent base and more efficient operations in order to be able to offer our customers improved service.

ConsultingDovre Group’s Consulting business area provides management and pro-ject management consulting services for the effective deployment and execution of major investment projects. We focus on the Nordic market and have operations in Finland, Norway, and Sweden. Our customers in-clude both public and private organizations. In 2012, the business area expanded its operations into the renewable energy market. Initially, we will be focusing specifically on projects in bio-renewables in Europe and South East Asia. The business area’s service offering for actors involved in renewable energy projects covers project management services and solutions across the project life-cycle.

Consulting 2013–2017

We aim to develop our consulting services with a focus on customer in-timacy, flexibility, and innovativeness. We will continue our expansion to renewables, with initial focus on biorenewables. To strengthen and sup-port our expansion interesting partnerships and selective acquisitions will be considered.

Project Personnel employs approx. 400 professionals worldwide.

3.9

100

80

60

40

20

0 2011 2012

EUR million

66.6

85.0

5

4

3

2

1

0

3.6

Net sales Operating result

Consulting employs approx. 50 people.

1.4

10

8

6

4

2

0 2011 2012

EUR million

7.0

9.25

4

3

2

1

0

0.9

Net sales Operating result

8

Members of the Board of DirectorsHannu VaajoensuuChairman of the BoardMBABoard member since March 31, 2009

Antti ManninenVice Chairman of the BoardMBABoard member since February 26, 2008

Ilari KoskeloBoard memberM. Sc. (Management)Board member since February 26, 2008

Leena MäkeläBoard memberM. Sc.Board member since March 31, 2009

Ossi PohjolaBoard memberB. Sc.Board member since March 15, 2012

Investor Relations

Dovre Group’s investor relationsThe objective of Dovre Group’s investor relations is to ensure that the market has, at all times, access to correct and sufficient information concerning the company’s financial position and operations in order to determine the value of the company’s share.

Up-to-date information about Dovre Group as investment is available on the company’s website www.dovregroup.com under Investors. Dovre Group’s investor relations website contains information concerning the com-pany’s share, ownership structure, financial results and reports, disclosure policy and corporate governance.

Dovre Group reports quarterly on its financial performance in accord-ance with the International Financial Reporting Standards (IFRS).

Dovre Group’s financial reporting in 2013• Interim report January 1 – March 31, 2013 (Q1) on Thursday, April 25, 2013• Interim report January 1 – June 30, 2013 (Q2) on Thursday, July 25, 2013• Interim report January 1 – September 30, 2013 (Q3) on Thursday, October

24, 2013

Dovre Group’s Annual General Meeting will be held at Suomalainen Klubi in Helsinki (address: Kansakoulukuja 3) on Thursday, March 14, 2013, at 2.30pm.

To obtain Dovre Group’s financial statements and interim reports,please call +358-20-436 2000or email [email protected]

Contact informationHeidi Karlsson, CFOSusanna Karlsson, Communications [email protected]

Dovre Group Plc is listed on the NASDAQ OMX Helsinki (symbol DOV1V). For more information, please visit: www.nasdaqomxnordic.com.

Investor relations, Members of the Board of Directors

http://www.dovregroup.com

http://www.nasdaqomxnordic.com

9

Review by the Dovre Group Board of Directors January 1 – December 31, 2012 (IFRS)

10 1. Review by the Dovre Group Board Of Directors January 1 – December 31, 2012 (IFRS)

1. Review by the Dovre Group Board of Directors January 1 – December 31, 2012 (IFRS)

Q4: Dovre Group’s net sales continued strong growthAs of the fourth quarter of 2012, the Group’s Software business area is reported under discontinued operations and thus impacts only the Group’s net result. In 2012, the Group reclassified certain sales-related expenses, which increased the net sales and travel expenses of the Group’s Project Personnel business area. Income statement comparatives for 2011 have been changed accordingly.

SUMMARY (Unless otherwise stated, last year’s corresponding period in parentheses.)

• Project Personnel: net sales EUR 85.0 (66.6) million – growth 28%• Consulting: net sales EUR 9.2 (7.0) million – growth 32%• Operating result for continuing operations EUR 3.4 (4.4) million. Comparable operating result for continuing operations EUR 3.4 (2.7)

million – growth 28%• Comparable operating result 3.6% (3.6%) of net sales• Result for the period incl. discontinued operations EUR 2.9 (3.2) million. Comparable result for the period incl. discontinued opera-

tions EUR 2.9 (2.0) million• Earnings per share incl. discontinued operations EUR 0.05 (0.05). Comparable earnings per share incl. discontinued operations EUR

0.05 (0.02)• Net cash flow from operating activities incl. discontinued operations EUR 2.8 (2.0) million• Board of Directors proposes to the AGM a dividend of EUR 0.02 (0.01) per share• Net sales incl. Software (discontinued operations): EUR 98.9 (77.2) million – growth 28%• Comparable operating result incl. Software (discontinued operations): EUR 4.3 (3.2) million – growth 34%

October – December 2012• Net sales for continuing operations EUR 25.7 (18.9) million – growth 36%• Project Personnel: net sales EUR 23.1 (16.9) million – growth 37%• Consulting: net sales EUR 2.6 (2.1) million – growth 27%• Operating result for continuing operations EUR 0.6 (0.7) million• Operating result 2.5% (3.6%) of net sales• Result for the period incl. discontinued operations EUR 0.7 (0.7) million• Earnings per share incl. discontinued operations EUR 0.01 (0.01)• Net cash flow from operating activities incl. discontinued operations EUR 1.3 (1.7) million• Net sales incl. Software (discontinued operations): EUR 26.9 (20.0) million• Operating result incl. Software (discontinued operations): EUR 0.9 (0.9) million

January – December 2012• Net sales for continuing operations EUR 94.1 (73.3) million – growth 28%

Comparables for 2011 exclude the gain from the closure of the defined benefit pension plan in Norway in Q1 (impact on the operating result approx. EUR 1.7 million and the result for the period approx. EUR 1.2 million).

Guidance 2012 (incl. discontinued operations):In 2012, net sales and comparable operating result are expected to grow over 20% from 2011.

Guidance 2013 for continuing operations:In 2013, net sales and operating result are expected to grow from 2012.

The financial information presented in the financial statements is based on the company’s audited financial statements. The auditor’s report was issued on February 13, 2013.

11

Key figures

EUR MILLION 10-12 2012 10-12 2011 CHANGE % 1-12 2012 1-12 2011 *) CHANGE %

Net sales, continuing operations 25.7 18.9 36.3 94.1 73.3 28.4

Operating result, continuing operations 0.6 0.7 -5.2 3.4 4.4 -21.5

% of Net sales 2.5 3.6 3.6 5.9

Result for the period, incl. discontinued operations 0.7 0.7 -11.9 2.9 3.2 -10.4

% of Net sales 2.5 3.9 3.0 4.4

Net cash flow from operations 1.3 1.7 -21.8 2.8 2.0 40.9

Debt-equity ratio (Gearing), % -27.0 -34.6 -22.4 -27.0 -34.6 -22.4

Earnings per share, EUR (incl. discontinued operations)

Basic 0.01 0.01 -12.6 0.05 0.05 -11.1

Diluted 0.01 0.01 -12.4 0.05 0.05 -10.7

*) Including one-time item

Jan-Erik Mielck, CEOOur net sales grew strongly throughout 2012 and we saw the growth in net sales accelerating towards the end of the year. In the fourth quarter of 2012, our net sales grew 36% compared to the fourth quarter of 2011. Project Personnel, our biggest busi-ness area, increased its net sales by 37% and Consulting by 27%. Geographically, our net sales grew most strongly in Norway and Australia.

Our operating result in the last quarter of 2012 was EUR 0.6 million. In the second half of 2012, our operating result was af-fected by investments in business operations and development across the Group.

In 2012, our net sales grew by 28%. Project Personnel in-creased its net sales by 28% and Consulting by 32% from 2011. Again, geographically our net sales grew most strongly in Nor-way and Australia.

The Group’s comparable operating result in 2012 was EUR 3.4 million, which was approx. EUR 0.7 million and 28% higher than in 2011. Despite strong growth in net sales, our net cash flow from operations has increased.

In the first half of 2012, we acquired a minority share in Sara-Rasa Biomass Pte., a renewable energy project developer based in Singapore, and invested in SaraRasa Bioindo Pte. Ltd., which is the company’s first development project. The project is progress-ing according to plan. In the third quarter of 2012, SaraRasa Bioin-

do agreed a financing round with the Finnish Fund for Industrial Cooperation (Finnfund), which also became a shareholder in the company.

In the third quarter of 2012, our Consulting business area expanded its operations into the renewable energy market. Ini-tially, the business area focuses specifically on projects in bio-re-newables in Europe and South East Asia. The move is part of the business area’s current operations and for its part strengthens our ability to operate in a new, growing market sector.

In the fourth quarter of 2012, we signed a new global frame agreement with a customer, which is one of the world’s largest publicly traded oil and gas companies as well as currently one of the Group’s two main customers. The frame agreement is valid for five years.

At the end of the year, Dovre Group received a notice for a call of option to acquire Safran Software Solutions AS, previously part of the Group’s Software business area. The completion of the sales process is estimated to take place during spring 2013. In case the transaction is completed, the expected consideration for the shares in on the level of EUR 5 million.

Organizational changes in the Group that were announced in the first half of 2012 have strengthened our business areas. We continue our work to improve our operations in accordance with our new strategy.

Future outlookGeneral economic insecurity has not affected investment levels among Project Personnel business area’s customers in the Oil and Gas industry and we expect demand for the business area’s services to remain strong in key market areas. Market demand supports opportunities for growth, but the competitive market

creates pressure on profitability.Current market outlook in the Nordic countries, an impor-

tant market for the Group’s Consulting business area, is positive, although uncertainty in the export industry in Finland and Swe-den may affect customers’ investment levels. In 2012, the busi-

1. Review by the Dovre Group Board Of Directors January 1 – December 31, 2012 (IFRS)

12

ness area expanded its operations into the renewable energy sector in Europe and South East Asia and continues its expansion in these two key market areas.

We will continue developing the Group in accordance with our strategy, which was released on January 25, 2013.

In 2013, net sales and operating result are expected to grow from 2012. Guidance for 2013 applies to the Group’s continuing operations.

This future outlook is based on forecasts approved by Dovre Group’s Board of Directors.

Net salesAs of the fourth quarter of 2012, the Group’s Software business area is reported under discontinued operations. At same time, the Group’s reporting structure was changed so that the Group no longer allocates certain intra-Group charges to segments. Com-paratives for 2011 have been updated according to the new re-porting structure.

In 2012, the Group reclassified certain sales-related expenses, which increased the net sales and travel expenses of the Project Personnel business area by EUR 5.8 (4.7) million.

October – December 2012In Q4, net sales for the Group’s continuing operations increased by 36.3% totaling EUR 25.7 (18.9) million. Project Personnel ac-counted for 90 (90) % and Consulting for 10 (10) % of the Group’s net sales. Net sales for Project Personnel increased by 36.8% total-ing EUR 23.1 (16.9) million. Net sales for Consulting grew by 26.7% totaling EUR 2.6 (2.1) million.

By market area, EMEA accounted for 55 (49) %, AMERICAS for 39 (46) %, and APAC for 6 (5) % of the Group’s net sales. Net sales for EMEA increased by 51.3% totaling EUR 14.0 (9.3) million. Net sales for AMERICAS increased by 17.8% totaling EUR 10.1 (8.6) mil-lion. Net sales for APAC grew by 64.7% totaling 1.6 (1.0) million.

Approximately one fifth of the growth in net sales incurred from exchange rate variations in favor of the Group.

In Q4, net sales for the Group’s discontinued operations were EUR 1.2 (1.2) million.

January – December 2012During the financial year, net sales for the Group’s continuing operations increased by 28.4% totaling EUR 94.1 (73.3) million. Project Personnel accounted for 90 (90) % and Consulting for 10 (10) % of the Group’s net sales. Net sales for Project Personnel increased by 27.6% totaling EUR 85.0 (66.6) million. Net sales for Consulting grew by 31.5% totaling EUR 9.2 (7.0) million.

By market area, EMEA accounted for 52 (44) %, AMERICAS for 42 (51) %, and APAC for 6 (6) % of the Group’s net sales. Net sales for EMEA increased by 53.5% totaling EUR 49.2 (32.0) million. Net sales for AMERICAS increased by 6.4% totaling EUR 39.4 (37.1) mil-lion. Net sales for APAC grew by 32.8% totaling 5.5 (4.2) million.

Approximately one quarter of the growth in net sales in-curred from exchange rate variations in favor of the Group.

During the financial year, net sales for the Group’s discontin-ued operations were EUR 4.9 (3.9) million.

Net sales by reporting segment (continuing operations)

EUR MILLION 10-12 2012 10-12 2011 CHANGE % 1-12 2012 1-12 2011 CHANGE %

Project Personnel 23.1 16.9 36.8 85.0 66.6 27.6

Consulting 2.6 2.1 26.7 9.2 7.0 31.5

Net sales between segments 0.0 -0.1 -87.3 -0.1 -0.3 -76.7

Group total 25.7 18.9 36.3 94.1 73.3 28.4

Net sales by market area (continuing operations)

EUR MILLION 10-12 2012 10-12 2011 CHANGE % 1-12 2012 1-12 2011 CHANGE %

EMEA 14.0 9.3 51.3 49.2 32.0 53.5

AMERICAS 10.1 8.6 17.8 39.4 37.1 6.4

APAC 1.6 1.0 64.7 5.5 4.2 32.8

Group total 25.7 18.9 36.3 94.1 73.3 28.4

EMEA: Finland, Norway, and Sweden

AMERICAS: Canada and the US

APAC: Australia and Sakhalin (Russia)

Dovre Group’s key markets by area are


13

ProfitabilityAs of the fourth quarter of 2012, the Group’s Software division is reported under discontinued operations. The Group’s segment reporting has further been changed so that the Group no longer allocates certain intra-Group charges to segments. Unallocated expenses include customer agreements and relations and their amortization as well as share-based compensation recognized as expense in the income statement. In addition, unallocated items include the release of the provision for the defined benefit pen-sion plan in Norway in the first quarter of 2011, which improved Project Personnel’s operating result by approx. EUR 1.7 million. Comparatives for 2011 have been updated according to the new reporting structure.

Operating result October – December 2012In Q4, operating result for the Group’s continuing operations was EUR 0.6 (0.7) million. Project Personnel business area’s operating

result was EUR 0.7 (0.7) million. Consulting business area’s oper-ating result was EUR 0.4 (0.4) million. Operating result for Other functions was EUR -0.3 (-0.4) million.

In Q4, operating result for the Group’s discontinued opera-tions was EUR 0.3 (0.2) million.

Operating result January – December 2012During the financial year, operating result for the Group’s continu-ing operations was EUR 3.4 (4.4) million. Project Personnel busi-ness area’s operating result was EUR 3.9 (3.6) million. Consulting business area’s operating result was EUR 1.4 (0.9) million. Operat-ing result for Other functions was EUR -1.6 (-1.6) million.

The Group’s comparable operating result EUR 3.4 (2.7) mil-lion.

During the financial year, operating result for the Group’s dis-continued operations was EUR 0.9 (0.5) million.

Operating result by reporting segment (continuing operations)

EUR MILLION 10-12 2012 10-12 2011 CHANGE % 1-12 2012 1-12 2011*) CHANGE %

Project Personnel 0.7 0.7 -2.6 3.9 3.6 7.1

Consulting 0.4 0.4 6.5 1.4 0.9 60.5

Other functions -0.3 -0.4 8.3 -1.6 -1.6 0.9

Operating result between segments 0.0 0.0 -145.4 0.0 0.0 15.8

Unallocated -0.1 -0.1 -15.2 -0.3 1.5 -119.5

Group total 0.6 0.7 -5.2 3.4 4.4 -21.5*) Including one-time item

Result October – December 2012In Q4, result before taxes for the Group’s continuing operations was EUR 0.5 (0.8) million and after taxes and including discontin-ued operations EUR 0.7 (0.7) million. Discontinued operations ac-counted for EUR 0.2 (0.1) million of the Group’s result. In Q4/2011, the tax expense included EUR 0.2 million increase in deferred tax payable which was due to a with-holding tax on subsidiaries’ ac-cumulated earnings.

The Group’s earnings per share incl. discontinued operations was EUR 0.01 (0.01).

The Group’s return on average capital employed before tax-es was 11.4 (20.1) %.

Result January – December 2012During the financial year, result before taxes for the Group’s con-

tinuing operations was EUR 3.2 (4.2) million and after taxes and in-cluding discontinued operations EUR 2.9 (3.2) million. Discontin-ued operations accounted for EUR 0.7 (0.4) million of the Group’s result. In Q1/2011, the release of the provision for the defined benefit pension plan in Norway improved the result by approx. EUR 1.2 million. In 2011, the tax expense included EUR 0.2 million increase in deferred tax payable which was due to a with-holding tax on subsidiaries’ accumulated earnings.

The Group’s earnings per share incl. discontinued operations was EUR 0.05 (0.05). The Group’s comparable earnings per share incl. discontinued operations was EUR 0.05 (0.02).

The Group’s return on average capital employed before taxes was 14.3 (26.3) %. In 2011, average capital employed before taxes was affected by a one-time item.

Cash flow, financing, and investmentsOn December 31, 2012, the Group balance sheet total was EUR 40.5 (33.7) million.

The cash and cash equivalents for the Group’s continuing operations totaled EUR 7.5 (7.9) million at the end of the period. Including discontinued operations, the Group’s cash and cash equivalents totaled EUR 9.3 (7.9) million at the end of the period. In

addition, the parent company and the subsidiaries have unused credit limits. The Group’s cash and cash equivalents increased by EUR 1.3 (2.3) million during January – December 2012.

The equity ratio was 56.8 (60.5) %. The debt-equity ratio (gearing) was -27.0 (-34.6) %. On December 31, 2012, the interest-bearing liabilities amounted to EUR 1.3 (0.9) million, accounting


14

Personnel by reporting segment (average, continuing operations)

10-12 2012 10-12 2011 CHANGE % 1-12 2012 1-12 2011 CHANGE %

Project Personnel 401 326 23.0 379 331 14.5

Consulting 55 48 14.6 50 47 6.4

Other functions 6 4 50.0 5 4 25.0

Total 462 378 22.2 434 382 13.6

for 3.2 (2.6) % of the Group’s shareholders’ equity and liabilities. Of the interest-bearing liabilities, EUR 0.0 (0.0) million were non-current and EUR 1.3 (0.9) million current.

The net cash flow from operating activities was EUR 2.8 (2.0) million. This includes the EUR -0.9 (-0.6) million change in working capital. EUR 0.9 (1.0) million were paid in taxes.

The net cash flow from investing activities was EUR -1.4 (0.2) million. Gross investments totaled EUR 1.7 (0.1) million, including the Group’s investment, EUR 1.5 million, in a project development company based in Singapore and in the company’s first develop-

ment project.The net cash flow from financing activities was EUR -0.2 (0.2)

million. The Group drew new loans worth of EUR 0.4 (0.8) million and paid back existing loans worth of EUR 0.0 (1.0) million. The Group paid a total of EUR 0.6 (0.0) million in dividends during the financial year. In 2011, stock options exercised during the financial year increased the net cash flow from financing activities by EUR 0.3 million.

The balance sheet goodwill totaled EUR 7.8 (7.5) million on December 31, 2012. No indications of impairment of assets exist.

Research and developmentThe Group’s research and development costs were EUR 0.1 (0.1) million, representing 0.1 (0.1) % of the Group’s net sales. A total

of EUR 0.1 (0.1) million of capitalized research and development costs were in the Group’s balance sheet on December 31, 2012.

Changes in Dovre GroupOn February 16, 2012, Dovre Group Plc announced Mikko Marsio’s appointment to the Group’s Executive Team as of March 5, 2012. On March 30, 2012, the company announced the resignation of Michael Critch, a member of the Group’s Executive Team.

Dovre Group Plc’s fully owned subsidiary Camako Oy was merged into its parent company on May 1, 2012.

On May 29, 2012, Dovre Group Plc announced changes in the responsibilities of the members of the Group’s Executive Team.

Arve Jensen was appointed as Head of Dovre Group’s Project Per-sonnel business area and Petri Karlsson as Head of the Group’s Consulting business area as of June 1, 2012. As of June 1, 2012, the Group’s Executive Team includes, with respective areas of respon-sibility, Jan-Erik Mielck (CEO), Heidi Karlsson (CFO), Mikko Marsio (Business Development), Arve Jensen (Project Personnel), Petri Karlsson (Consulting), and Juha Pennanen (Software).

PersonnelThe Group’s personnel expenses for continuing operations were EUR 80.2 (60.5) million during the financial year. The comparable personnel expenses for continuing operations were EUR 80.2 (62.2) million.

The personnel expenses of the Project Personnel business area were EUR 72.6 (54.2) million. The personnel expenses of the Consulting business area were EUR 6.7 (5.2) million. The personnel expenses of Other functions were EUR 0.9 (1.0) million.

In Q1/2011, the release of the provision for the defined ben-efit pension plan in Norway decreased the Group’s personnel ex-penses by EUR 1.7 million.

During the financial year, the number of personnel em-ployed by the Group’s continuing operations averaged 434 (382).

During the financial year, the Group’s personnel expenses for discontinued operations were EUR 3.5 (2.7) million and the aver-age number of personnel employed 27 (26).

On December 31, 2012, Dovre Group’s continuing operations employed 461 (381) people worldwide. Of these, 401 (329) were employed by the Project Personnel business area, 54 (48) by the

Consulting business area, and 6 (4) by Other functions.In the Project Personnel business area 40 (42) % of the em-

ployees were independent contractors.


15

Business performanceOur net sales grew strongly throughout 2012 and we saw the growth in net sales accelerating towards the end of the year. Our comparative operating result improved from 2011. In the second half of 2012, our operating result was affected by investments in business operations and development. Organizational changes in the Group announced in the first half of 2012 have strength-ened our business areas. We continue our work to improve our operations in accordance with our new strategy.

Our Project Personnel business area increased its net sales in all market areas in 2012, with Norway and Australia experienc-ing strong growth throughout the year. In North America, our net sales took an upward turn in the second half of 2012. We signed a new global frame agreement with a customer, which is one of the world’s largest publicly traded oil and gas companies as well as currently one of the Group’s two main customers. The frame agreement is valid for five years.

Our Consulting business has developed positively through-out 2012, mainly due to our success in Norway where both cus-tomer demand and utilization have remained high. In the second half of 2012, the business area expanded its operations into the renewable energy market. Initially, the business area focuses spe-

cifically on projects in bio-renewables in Europe and South East Asia. The business area’s service offering for actors involved in renewable energy projects covers project management services and solutions across the project life-cycle.

At the end of the financial year, Dovre Group received a notice for a call of option to acquire Safran Software Solutions AS, previously part of the Group’s Software business area. The completion of the sales process is estimated to take place during spring 2013.

In the first half of 2012, Dovre Group acquired a minority share in SaraRasa Biomass Pte. Ltd., a renewable energy project developer based in Singapore, and invested in the company’s first development project SaraRasa Bioindo Pte. Ltd., a pellet pro-cessing plant using wood biomass and located in Indonesia. The plant is expected to start production in spring 2013. In the third quarter of 2012, SaraRasa Bioindo agreed a financing round with the Finnish Fund for Industrial Cooperation (Finnfund), which also became a shareholder in the company.

The streamlining of the Group’s legal structure was complet-ed during the first quarter of 2012.

Shares, shareholders, option rights, and authorization to issue sharesOn January 1, 2012, Dovre Group Plc’s share capital was EUR 9,603,084.48 and the total number of shares 62,895,751. The share capital and the total number of shares did not change during the financial year.

Trading and market capitalizationIn January – December, 2012, approximately 9.2 (10.1) million Dovre Group shares were traded on the NASDAQ OMX Helsinki Ltd., corresponding to an exchange of approximately EUR 3.9 (4.3) million.

From January 1 to December 31, 2012, the lowest quotation was EUR 0.32 (0.28) and the highest quotation was EUR 0.58 (0.51). On December 31, 2012, the closing quotation was EUR 0.53 (0.34).

The period-end market capitalization was approximately EUR 33.3 (21.4) million.

ShareholdersOn December 31, 2012, the number of registered shareholders of Dovre Group Plc totaled 2,927 (2,864) including 8 nominee reg-isters. 0.9 (1.2) % of the Group’s shares are nominee-registered.

On December 31, 2012, the ownership of the Board of Di-rectors and CEO accounted for 9.1 (5.4) % of all the shares, or 5,734,475 (3,398,640) shares.

Option rightsThe subscription period for Dovre Group Plc’s 2010A option plan begun on March 1, 2012. No shares were subscribed for with the option rights during the financial year.

In Q4, the Group did not grant any options under the Group’s 2010 option plans. A total of 20,000 options granted under the 2010B option plan were returned to the company.

During the financial year, the Group granted a total 825,000 options under the 2010C option plan. A total of 150,000 options granted under the 2010B option plan and 75,000 options granted under the 2010C option plan were returned to the company.

At the end of the financial year, a total of 2,450,000 options were outstanding under the 2010 option plan. The company has in reserve 750,000 of these.

The authorization of the Board of DirectorsThe Annual General Meeting held on March 15, 2012, decided to authorize the Board of Directors to decide on the repurchase of a maximum of 6,200,000 of the Company’s own shares, cor-responding to approx. 9.9% of the Company’s total number of shares. The repurchase authorization is valid until June 30, 2013.

In addition, the Annual General Meeting authorized the Board of Directors to decide on the issuance of shares as well as the issuance of special rights. By virtue of the authorization, the Board is entitled to decide on the issuing of a maximum of 12,400,000 new shares, corresponding to approximately 20% of the Company’s total number of shares. The Board is entitled to decide on the conveying of a maximum 6,200,000 own shares held by the Company. The number of shares to be issued to the Company shall not exceed 6,200,000 including the number of own shares acquired by the Company by virtue of the authoriza-tion to repurchase the Company’s own shares. Additionally, the


16

Board is authorized to grant special rights entitling to shares. The maximum number of shares to be thus issued is 5,000,000 where-by this maximum number is included in the maximum number of shares noted above. The authorization is valid until June 30, 2013.

The Board did not exercise the authorizations granted by the Annual General Meeting held on March 15, 2012 during the financial year.

Corporate governanceDovre Group Plc’s Annual General Meeting, held on March 15, 2012, set the number of Board members to five. The following five members were elected as the members of the Board: Ilari Koskelo, Antti Manninen, Leena Mäkelä, Hannu Vaajoensuu, and Ossi Pohjola as a new member. In its first meeting held after the Annual General Meeting, the Board of Directors elected Hannu Vaajoensuu as the Chairman and Antti Manninen as the Vice Chairman of the Board.

Authorized public accountants Ernst & Young Oy continued as the Group’s auditor, with APA Mikko Järventausta as the auditor in charge.

A separate stock exchange bulletin outlining the other de-cisions of the Annual General Meeting was issued on March 15, 2012.

Dovre Group complies with the Finnish Corporate Govern-ance Code with the following exception:

The company’s Board does not have any designated board committees. The establishment of committees has not been deemed necessary due to the size of the company and the Board.

The Corporate Governance Statement for 2012 has been composed in accordance with Recommendation 54 of the Cor-porate Governance Code of the Finnish Securities Market Associa-tion and Chapter 7, Section 7 of the Finnish Securities Market Act. The Corporate Governance Statement has been issued separately from the Annual Review by Dovre Group Plc Board of Directors.

Dovre Group’s corporate governance principles are available on the company’s website at www.dovregroup.com.

Short-term risks and uncertaintiesThe success of the Project Personnel business area is influenced by the energy sector market as well as investment levels in the Oil and Gas industry. The business area expands its business to new geographical market areas. Growth in new market areas requires investments and includes risks. The business area’s identified main risks are maintaining its overall competitiveness, profitabil-ity, and its key resources in an ever more competitive market en-vironment. Project Personnel business is project-based by nature, thus adding an element of uncertainty to forecasting.

The Oil and Gas industry in general involves risks, and single projects may experience delays or accidents. Such situations may affect the operating result of the Project Personnel business area. Dovre Group is responsible for the work performed by its con-sultants. However, the company has no overall responsibility for project deliveries.

Current market outlook in the Nordic countries, an impor-tant market for the Group’s Consulting business area, is positive, although uncertainty in the export industry in Finland and Swe-den may affect customers’ investment levels. The business area is expanding its business in the renewable energy market. Growth in a new market area requires investments and includes risks. Pro-

ject delivery involves risks which are due to both customers and the Group’s own personnel.

Dovre Group has two major customers, each of which ac-counts for more than 10% of the Group’s net sales. The Group has extensive delivery agreements with these clients and is thus dependent on its key customers and the long-term frame agree-ments signed with them.

Dovre Group has invested in a new company SaraRasa Bioindo Pte. Ltd. The build-up phase involves a number of risks, including, for example, organizational set-up, construction of production capacity, legal and regulatory issues, and commercial agreements, especially feedstock purchase and end-product sale agreements. As the company’s main operations are located in In-donesia, the company is exposed to high political risk.

The Group’s reporting currency is the euro. The Group’s most important functional currencies are the Canadian dollar, the Norwegian crown, and the US dollar. Currency fluctuations can affect the company’s net sales. Assets and liabilities in foreign currencies can also result in foreign exchange gains or losses. The Group is hedging its currency positions.

Other events during the financial yearOn October 29, 2012, Dovre Group Plc announced that the Group had secured a global frame agreement with a customer, which is one of the world’s largest publicly traded oil and gas companies as well as currently one of the Group’s two main customers. The

frame agreement is valid for five years. Dovre Group was selected as one of a limited number of suppliers to provide professional services to the customer.

On December 28, 2012, Dovre Group Plc announced that the


17

company had received a notice from SNA Holding AS to call its option to acquire the entire share capital of Dovre Group’s fully-owned Norwegian subsidiary Safran Software Solutions AS. The option is based on an agreement signed between Dovre Group Plc and SNA Holding AS in 2009. The completion of the sales pro-

cess, including contract negotiations and due diligence, is esti-mated to take place during spring 2013. In case the transaction is completed, the expected consideration for the shares in on the level of EUR 5 million.

Events after the financial yearIn its meeting on January 24, 2013, the Board of Directors of Dovre Group Plc approved the company’s new strategy and the com-pany’s updated long-term financial objectives for 2013 - 2017. The company announced the new strategy on January 25, 2013. In accordance with the new strategy, Dovre Group will focus on providing project management services, covering project per-sonnel and consulting, to the energy sector world-wide and aims to become the most advanced player in its field. The company’s long-term financial objective is an operating profit margin on the level of 5-10% with an average annual net sales growth of more than 15%. Dovre Group’s Project Personnel business area provides high quality professionals for major investment projects. Project Personnel business area aims to improve its competitiveness by building up state-of-the-art recruiting and service operations that utilize latest technologies. The Group’s Consulting business area offers management and project management consulting services. The business area seeks growth especially in the renew-able energy market with initial focus on biorenewables. The busi-ness area’s expansion will be supported by selective acquisitions.

The Group renewed its Executive Team upon the release of the new strategy. As of January 25, 2013, the Group’s Executive Team consists of Jan-Erik Mielck (CEO), Heidi Karlsson (CFO), Arve Jensen (Project Personnel), and Petri Karlsson (Consulting).

In its meeting on January 24, 2013, the Board of Directors of Dovre Group Plc has approved a new option plan 2013 based on the authorization given by the Annual General Meeting on March 15, 2012. Under this plan, a total of 3,000,000 stock options are offered for subscription to Dovre Group’s key personnel. The dilution effect of the stock option plan is less than 5% of the to-

tal number of Dovre Group shares. Each stock option entitles the holder to subscribe for one share in Dovre Group.

The option plan is divided into three series. The number of stock options, the subscription period, and the subscription price, which is based on the final daily ratings of the company’s share in public trading, are as follows:• Option Series 2013A: a maximum of 1,000,000 stock options can

be given, the subscription price is the trade volume weighted average rating during 1 February - 31 March 2013, and the sub-scription period 1.3.2015 - 29.2.2018

• Option Series 2013B: a maximum of 1,000,000 stock options can be given, the subscription price is the trade volume weighted average rating during 1 February - 31 March 2014, and the sub-scription period 1.3.2016 - 28.2.2019

• Option Series 2013C: a maximum of 1,000,000 stock options can be given, the subscription price is the trade volume weighted average rating during 1 February - 31 March 2015, and the sub-scription period 1.3.2017 - 28.2.2020

The full terms and conditions of the 2013 option plan are available at www.dovregroup.com.

In its meeting on January 24, 2013, the Board of Directors of Dovre Group Plc decided to cancel a total of 345,000 2010A stock options and a total of 380,000 2010B stock options. After the can-cellation, the remaining 555,000 2010A stock options entitle hold-ers to subscribe for 555,000 shares of Dovre Group Plc. The re-maining 395,000 2010B stock options entitle holders to subscribe for 395,000 shares of Dovre Group Plc.

Board of Directors’ proposal for dividendThe parent company’s distributable funds are EUR 12,120,269.42. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.02 per share to be paid, corresponding to EUR 1,257,915.02 based on the total number of shares (62,895,751).

The Company having decided to dissolve the unrestricted equity fund and to reduce the share capital of the Company in order to set off losses from prior financial years at the Annual Gen-eral Meeting held on March 17, 2011, the payment of the dividend is conditional on the creditor protection procedure in accordance with Chapter 14, Sections 3-5 of the Finnish Companies Act/re-quires public notice and registration procedure in accordance with Chapter 14, Sections 3-5 of the Finnish Companies Act. The procedure is estimated to take four (4) months.

The Board of Directors further proposes that the dividend, conditional on the creditor protection procedure as noted in the

previous paragraph, is paid to a shareholder who on the record date March 19, 2013, is registered as a shareholder in the Com-pany’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend is paid on August 15, 2013.

No significant changes have occurred in the company’s fi-nancial position after the end of the financial year. The company’s liquidity is good, and the proposed distribution of dividend poses no risk to the company’s financial standing.

Helsinki, February 13, 2013

Dovre Group PlcBoard of Directors


http://www.dovregroup.com

18

Group Financial Statements (IFRS)

19

Group Financial Statements (IFRS)

2. Group Financial Statements According to International Financial Reporting Standards (IFRS)

EUR THOUSAND NOTEJAN. 1 - DEC. 31,

2012JAN. 1 - DEC. 31,

2011

NET SALES 2.5.3, 2.5.4 94,069 73,273

Other operating income 2.5.5 87 82

Material and services 2.5.6 -219 -180

Employee benefits expense 2.5.7 -80,183 -60,460

Depreciation and amortization 2.5.8 -428 -443

Other operating expenses 2.5.9 -9,907 -7,915

OPERATING RESULT 3,419 4,357

Financing income 2.5.10 351 403

Financing expenses 2.5.10 -374 -517

Share of results in associates 2.5.17 -156 0

RESULT BEFORE TAX 3,240 4,243

Tax on income from operations 2.5.11 -1,033 -1,453

RESULT FOR THE PERIOD, CONTINUING OPERATIONS 2,207 2,790

Discontinued operations:

Result for the period, discontinued operations 2.5.12 662 412

RESULT FOR THE PERIOD 2,869 3,202

Other comprehensive income:

Translation differences 290 128

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 3,159 3,330

Earnings per share calculated from profit attributable to shareholders of the parent company:

Earnings per share, undiluted (EUR), continuing operations 0.04 0.04

Earnings per share, diluted (EUR), continuing operations 0.03 0.04

Earnings per share, undiluted (EUR), discontinued operations 0.01 0.01

Earnings per share, diluted (EUR), discontinued operations 0.01 0.01

Earnings per share, undiluted (EUR), result for the period 2.5.13 0.05 0.05

Earnings per share, diluted (EUR), result for the period 2.5.13 0.05 0.05

Average number of shares:

Undiluted 2.5.13 62,895,751 62,428,751

Diluted 2.5.13 63,063,235 62,859,985

2.1 Consolidated Statement of Comprehensive Income, IFRS


20

2.2 Consolidated Statement of Financial Position, IFRS

EUR THOUSAND NOTE DEC. 31, 2012 DEC. 31, 2011

ASSETS

NON-CURRENT ASSETS

Intangible assets 2.5.14 856 1,119

Goodwill 2.5.15 7,803 7,491

Tangible assets 2.5.16 123 83

Investments in associates 2.5.17 1,296 933

Available-for-sale investments 2.5.18 0 75

Trade receivables and other receivables 2.5.19 25 242

Deferred tax asset 2.5.20 121 102

NON-CURRENT ASSETS 10,224 10,045

CURRENT ASSETS

Trade receivables and other receivables 2.5.21 19,201 15,724

Tax receivable, income tax 41 19

Cash and cash equivalents 2.5.22 7,503 7,941

CURRENT ASSETS 26,745 23,684

Assets held for sale 2.5.12, 2.5.17 3,553 0

TOTAL ASSETS 40,522 33,729

EQUITY AND LIABILITIES

SHAREHOLDERS' EQUITY

Share capital 2.5.23 9,603 9,603

Reserve for invested non-restricted equity 2.5.23 346 346

Revaluation reserve 2.5.23 79 127

Translation differences 2.5.23 1,101 818

Retained earnings 11,884 9,524

SHAREHOLDERS' EQUITY 23,013 20,418

NON-CURRENT LIABILITIES

Deferred tax liability 2.5.20 799 989

Other long-term liabilities 2.5.25 25 23

NON-CURRENT LIABILITIES 824 1,012

CURRENT LIABILITIES

Short-term liabilities, interest-bearing 2.5.27 1,286 870

Trade payables and other liabilities 2.5.28 13,010 11,028

Tax liability, income tax 761 362

Current provisions 2.5.29 0 39

CURRENT LIABILITIES 15,057 12,299

Liabilities held for sale 1,628 0

TOTAL EQUITY AND LIABILITIES 40,522 33,729


21

2.3 Consolidated Statement of Cash Flows, IFRS

EUR THOUSAND LIITE 2012 2011

Cash flow from operating activities

Operating result, continuing operations 3,419 4,357

Operating result, discontinued operations 883 545

Adjustments:

Gain on disposal of investment 2.5.5 -5 -1

Depreciation/Amortization 2.5.8 433 446

Loss on disposal of fixed assets 2.5.9 0 19

Personnel expenses 65 -1,628

Adjustments, total 493 -1,164

Changes in working capital:

Trade and other receivables, increase (-) / decrease (+) -3,934 -1,839

Trade and other payables, increase (+) / decrease (-) 2,986 1,202

Changes in working capital, total -948 -637

Interest paid -59 -101

Interest received 77 68

Other financial expenses paid and received -132 -139

Income taxes paid -915 -958

Net cash generated by operating activities 2,818 1,971

Cash flow from investing activities

Investments in tangible and intangible assets -184 -57

Proceeds from sale of tangible and intangible assets 0 55

Purchase of shares in associates -1,485 0

Proceeds from available-for-sale financial assets 80 188

Increase (-) / decrease (+) in loans receivable 218 0

Dividends received 0 1

Net cash generated by investing activities -1,371 187

Cash flow from financing activities

Stock options exercised 0 346

Repayments of long-term loans 0 -408

Proceeds from short-term loans 448 776

Repayments of short-term loans -16 -550

Dividends paid -629 0

Net cash generated by financing activities -197 164

Change in cash and cash equivalents 1,250 2,322


Cash and cash equivalents at the beginning of the period 7,941 5,520

Cash and cash equivalents at the end of the period 2.5.22 9,307 7,941


22

2.4 Consolidated Statement of Changes in Shareholders’ Equity, IFRS

Equity attributable to the shareholders of the parent

EUR THOUSANDSHARE

CAPITAL

RESERVE FOR INVESTED NON-

RESTRICTED EQUITY

REVALU-ATION

RESERVE

TRANS-LATION DIFFER-

ENCESRETAINED EARNINGS TOTAL

NON-CON-TROLLING INTEREST

SHARE-HOLDERS’

EQUITY TOTAL

SHAREHOLDERS' EQUITY Jan. 1, 2011

15,917 4,976 179 690 -5,197 16,564 155 16,718

Comprehensive income

Result for the period 3,202 3,202 3,202

Other comprehensive income

Translation differences 128 128 128

Transfers between items -52 52 0

Total comprehensive income -52 128 3,254 3,330 0 3,330

Transactions with shareholders

Reduction of the share capital and dissolution of the reserve for non-restricted equity (Note 2.5.23)

-6,314 -4,976 11,290 0 0

Share based compensation 51 51 51

Stock options exercised 346 346 346

Change in non-controlling interest *)

127 127 -155 -28

Total transactions with shareholders

-6,314 -4,630 0 11,468 524 -155 369

SHAREHOLDERS' EQUITY Dec. 31, 2011

9,603 346 127 818 9,524 20,418 0 20,418

*) Dovre Group derecognized the non-controlling interest due to a call option that gives present access to benefits associated with the ownership interest.

EUR THOUSANDSHARE

CAPITAL

RESERVE FOR INVESTED NON-

RESTRICTED EQUITY

REVALU-ATION

RESERVE

TRANS-LATION DIFFER-

ENCESRETAINED EARNINGS TOTAL

NON-CON-TROLLING INTEREST

SHARE-HOLDERS’

EQUITY TOTAL

SHAREHOLDERS' EQUITY Jan. 1, 2012

9,603 346 127 818 9,524 20,418 0 20,418

Comprehensive income

Result for the period 2,869 2,869 2,869

Other comprehensive income

Translation differences 7 283 290 290

Transfers between items -55 55 0

Total comprehensive income 0 0 -48 283 2,924 3,159 3,159

Transactions with shareholders

Share based compensation 65 65 65

Dividend distribution -629 -629 -629

Total transactions with shareholders

0 0 0 0 -564 -564 -564

SHAREHOLDERS' EQUITY Dec. 31, 2012

9,603 346 79 1,101 11,884 23,013 0 23,013


23

2.5 Notes to the Consolidated Financial Statements, IFRS

2.5.1 BRIEF COMPANY DESCRIPTIONDovre Group is a global provider of project management services and software. The Group’s parent, Dovre Group Plc, is a Finnish public company incorporated under Finnish law and domiciled in Espoo, Finland. The company’s registered address is Maapal-lonkuja 1 A, 02210 Espoo, Finland. Dovre Group Plc’s shares are traded in NASDAQ OMX Helsinki Ltd. (symbol DOV1V).

Dovre Group’s Board of Directors has approved these finan-cial statements for release in its meeting on February 13, 2013. In accordance with the Finnish Companies Act, the shareholders of the company have the option to approve or to reject the finan-cial statements in the General Meeting to be held following the release of the financial statements. The General Meeting may also decide to alter the financial statements. A copy of the consoli-dated financial statements of Dovre Group is available at www.dovregroup.com or at the company’s office at Unioninkatu 20-22, 00130 Helsinki, Finland.

2.5.2 ACCOUNTING PRINCIPLES

Basis of PreparationThe consolidated financial statements of Dovre Group have been prepared in accordance with the International Financial Report-ing Standards (IFRS). In preparing the financial statements, the IAS and IFRS standards and SIC and IFRIC interpretations effective on December 31, 2012 have been followed. In the Finnish Account-ing Act and the regulations issued by virtue of it, ‘IFRS’ refers to the standards and interpretations which have been endorsed by the EU in accordance with the procedure defined in the EU Regu-lation (EC) No. 1606/2002. The notes to the consolidated finan-cial statements have also been prepared in accordance with the requirements in Finnish accounting legislation and Community law that complement IFRS regulations. Changes in IFRS standards that became effective during the financial year had no material impact on the Group’s result, financial position, or the presenta-tion of the Group’s consolidated financial statements.

The consolidated financial statements have been prepared under the historical cost convention unless otherwise stated. Monetary figures in the financial statements are expressed in thousands of euros (EUR) unless otherwise stated.

The preparation of consolidated financial statements un-der IFRS requires management to make certain estimates and use judgment when applying accounting principles. The sec-tion ‘Critical Accounting Estimates and Judgments’ presents the judgments made by management when applying the Group’s accounting principles and those items on which judgments have had a significant effect.

Principles of Consolidation

SubsidiariesThe consolidated financial statements include the parent com-pany, Dovre Group Plc, and all its subsidiaries. Subsidiaries are

companies in which the Group holds, either directly or indirectly, more than half of the voting rights or otherwise holds control. Subsidiaries acquired are included in the consolidated financial statements from the date on which the Group has obtained con-trol in them and subsidiaries sold up to the date that the Group’s control has ceased.

Mutual shareholdings are eliminated using the acquisition method. The acquisition consideration and the acquired compa-ny’s identifiable assets acquired and liabilities assumed are meas-ured at fair value on the date of acquisition.

All intra-Group transactions, receivables, liabilities, and unre-alized profit, as well as the distribution of profits within the Group have been eliminated in the consolidated financial statements.

The allocation of the result for the period between the shareholders of the parent company and non-controlling inter-est is disclosed in the income statement. The share of equity of non-controlling interest is presented as a separate line item in the statement of financial position. The share of non-controlling in-terest is not disclosed in the statement of financial position, if the parent company or its subsidiary has a call option or other agree-ment, which gives the Group present access to financial benefits associated with the ownership.

For business combinations achieved in stages, previous shareholdings are measured at fair value and any profit or loss derived is recognized through the income statement. Should the Group lose control in a subsidiary, the remaining investment is measured at fair value on the date of expiry of control and the difference recognized through the income statement. Businesses acquired before January 1, 2010 have been treated in accordance with the prevailing standards at that time. The Group made no acquisitions in 2010–2012.

Associated companiesAssociated companies are companies in which the Group has significant influence. Significant influence arises when the Group controls more than 20% of a company’s voting rights or when the Group otherwise has significant influence but no control. Associ-ated companies are consolidated in the Group’s financial state-ments under the equity method.

The Group’s share of results in associates is presented as a separate line item below the Group’s operating result in the con-solidated statement of income, because the operations of the Group’s associated companies are not continuous to the Group’s operations. The Group’s share of the associates’ comprehensive result is included in the Group’s other comprehensive income.

Foreign Currency TranslationFor individual Group companies, items included in the finan-cial statements are recognized in the functional currency of the company in question. Consolidated financial statements are pre-sented in euros (EUR), which is the functional and presentation currency of the parent company.


24

Foreign currency transactionsTransactions in foreign currencies are recorded at the rates of ex-change prevailing on the date of transaction. In practice, transac-tions are often translated at the exchange rate that approximates the rate of the transaction date. At the end of the accounting pe-riod, monetary assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date.

Foreign exchange gains and losses relating to business transactions as well as exchange rate gains and losses resulting from translating monetary items have been entered in the in-come statement and are presented under financial income and expenses.

Translation of foreign currency financial statementsThe income statements of the Group’s foreign subsidiaries are translated into euros at the weighted average exchange rate of the financial period and the items in the statement of financial position at the exchange rate of the balance sheet date. Using different exchange rates for income statement items and finan-cial position items results in a translation difference which is re-corded in the Group’s other comprehensive income. Translation differences arising from the elimination of the acquisition cost of foreign subsidiaries and the translation of the accumulated eq-uity items after the acquisition are also recognized in other com-prehensive income.

As of the IFRS effective date of January 1, 2004, the transla-tion differences in equity resulting from exchange rate fluctua-tions have been entered as a separate item in the Group’s state-ment of changes in equity. Translation differences accumulated prior to the effective date have been entered in the Group’s ac-cumulated losses as allowed by the exemption in IFRS 1.

Tangible AssetsTangible assets are stated at historical cost, less accumulated de-preciation and impairment loss.

Tangible assets include machinery and equipment. Depre-ciation is calculated on a straight-line basis over the expected economic useful lives of the assets. The estimated depreciation period is 3–5 years.

Gains and losses on disposal of tangible assets are included in either other operating income or other operating expenses.

Intangible Assets

Goodwill For business combinations after January 1, 2010, goodwill corre-sponds to that portion of the acquisition cost that consists of the combined amount of consideration, non-controlling interest, and previous ownership interest and that exceeds the Group’s share of the fair value of the net assets of the acquired company. Acqui-sitions of companies between January 1, 2004 and December 31, 2009 are accounted in accordance with previous IFRS standards (IFRS 3 (2004)). For prior acquisitions, goodwill corresponds to the book value determined in accordance with previous accounting standards. This book value is used as the deemed cost as defined by IFRS.

Goodwill is not amortized but is tested annually for possible

impairment for which purpose goodwill has been allocated to groups of cash generating units. Goodwill is calculated by de-ducting possible impairment from the original acquisition cost. Goodwill arising in connection with the acquisition of foreign subsidiaries has been translated into euros at the rate of exchange on the balance sheet date.

Research and development costsResearch and development is expensed as incurred in the income statement. Development costs for new products and product versions with significant improvements are recognized as an as-set after the product is technically and commercially feasible and future economic gain can be expected. Capitalized development costs include those development, testing, and material costs that are the immediate consequence of finalizing the product for its intended use. The useful life of capitalized development costs is 2-4 years, during which the capitalized costs are recognized as an expense using the straight-line method. Amortization is started at the release of a product version. In-process development pro-jects are tested for impairment at the end of the financial period.

Other intangible assetsOther intangible assets include customer contracts and customer relations, as well as intangible assets consisting mainly of soft-ware and capitalized expenditure related to software. Intangible assets are recognized in the statement of financial position when the recognition 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 and us-ing the straight-line method. No amortization is recognized for intangible assets with unlimited useful economic lives, but they are tested annually for impairment. The Group does not presently have intangible assets with indefinite useful economic lives.

The Group’s share of the Norwegian Dovre Group AS grew to 100% after the Group acquired the remaining 60% of the com-pany’s shares in 2004. A portion of the acquisition cost was al-located to customer agreements and relations in accordance with the definition of intangible assets in IAS 38. The Group had acquired 40% of the company prior to the effective date of IFRS standards, January 1, 2004. In accordance with the exemption al-lowed by IFRS 1, the Group did not apply IFRS 3 retrospectively to acquisitions that were made prior to the effective date of January 1, 2004. Since the acquisition was achieved in stages, the fair val-ues of customer agreements and customer relations in intangible assets related to the previous 40% ownership by the Group were adjusted in accordance with IFRS 3 according to the fair values on the date of acquisition of the remaining shares (60%). Adjust-ments to the fair values related to the previously acquired share (40%) were treated as revaluations in accordance with IFRS 3.

The useful economic life of customer agreements and cus-tomer relations is estimated at 10 years. The estimated useful eco-nomic life of other intangible assets is estimated at 3-5 years.

LeasesLease agreements have been classified as finance leases and


25

other leases in accordance with IAS 17. Lease agreements where the lessee bears a substantial portion of the risks and benefits of ownership are classified as finance leases. Lease agreements where the lessor retains a significant portion of the risks and ben-efits of ownership are classified as other leases.

The Group has no finance lease agreements. The Group’s leased cars and office equipment are leased under other leases. Payments under other leases are recognized as expenses in the income statement on a straight-line basis over the lease period.

Impairment of Tangible and Intangible AssetsThe carrying values of goodwill and of in-process intangible as-sets are reviewed annually for impairment. In addition, assets and cash-generating units are tested regularly for indications of pos-sible impairment. Should any such indication arise, the recover-able amount of the asset or cash-generating unit is estimated. An impairment loss is recognized in the income statement, if the book value of the asset or cash-generating unit exceeds the re-coverable amount.

Employee Benefits

Employee benefits expenseIn addition to customary employee benefits expense, the Group’s employee benefits expense includes also expenses related to in-dependent contractors in the Project Personnel business area. The Group acts as a principal towards its customers and, de-pending on the situation, the project personnel contracted to the customer are either employees of the Group or independent contractors.

Pension liabilitiesThe Group operates various pension plans in accordance with lo-cal regulations and practices. In accordance with IAS 19, the pen-sion plans are classified as either defined contribution plans or defined benefit plans. The Group’s current pension plans are de-fined contribution plans. Contributions to defined contribution plans are charged to the statement of income in the period to which these contributions relate. The defined benefit plan of the Group’s Norwegian subsidiary was changed to a defined contri-bution plan in 2011.

Share-based compensationDovre Group has share-based incentive plans for its key person-nel. The fair value of option rights granted to key personnel is determined at the grant date and recognized as an expense over the vesting period on a straight-line basis. The fair value of the options granted is measured using the Black & Scholes pricing model. When option rights are exercised, the payments received for share subscriptions, as adjusted by possible transaction costs, are recognized in the reserve for invested non-restricted equity in accordance with the terms of the option plan in question.

ProvisionsProvisions are recognized when the Group has, as a result of past events, a current legal or constructive obligation, it is probable that an outflow of resources will be required to settle the obliga-

tion, and a reliable estimate of the amount of the obligation can be made.

Income Taxes and Deferred TaxesThe Group’s tax expense in the income statement includes taxes based on taxable income for the period and deferred taxes. The tax on taxable income for the period is calculated based on the tax legislation of the country of operation. Deferred taxes are cal-culated based on the tax rate applicable at the end of the period.

Deferred taxes are provided for temporary differences aris-ing between the tax basis of assets and liabilities and their book values in financial reporting. Deferred tax liabilities are recognized in the balance sheet in full, and deferred tax assets to the extent it is probable that future taxable profit will be available against which the deductible temporary differences can be utilized. De-ferred tax is recognized neither for temporary differences that arise from goodwill that is not deductible for tax purposes, nor for undistributed earnings of the subsidiaries to the extent that the reversal of temporary differences is not probable in the fore-seeable future. Most significant temporary differences arise from fair value measurements made in connection with acquisitions and from subsidiaries’ undistributed earnings.

Revenue RecognitionThe Group’s sales include the sale of services, licenses, and main-tenance. Revenue from sales is recognized in accordance with IAS 18. Revenue from services sold is recognized when the services have been rendered. Sales related travel expenses that have been invoiced to the customer are presented as part of the net sales.Revenue from licenses sold is recognized upon 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.

Other Operating IncomeOther 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 assetsIn accordance with IAS 39 Financial Instruments: Recognition and Measurement, the Group classifies its financial assets into the fol-lowing categories: financial assets at fair value through profit or loss; held-to-maturity investments; loans and receivables; and available-for-sale financial assets. The Group has no held-to-ma-turity investments.

Loans and receivables are recognized at amortized cost. They are presented in the balance sheet as either current or non-cur-rent assets, with the latter including assets the maturity of which exceeds 12 months. An impairment loss for doubtful receivables is recognized, if there is objective evidence that the receivable is unrecoverable in full. Allowances for trade receivables are re-corded in a separate account. An impairment loss for loans and


26

other receivables is recorded against the carrying value.The Group’s available-for-sale financial assets include unquot-

ed shares, which are measured at fair value or, when fair value cannot be reliably determined, at acquisition cost. Changes in fair value of the Group’s available-for-sale financial assets are recog-nized through other comprehensive income and presented, as adjusted for tax effect, in the fair value reserve of equity. Cumula-tive gain or loss for available-for-sale financial assets previously recognized in other comprehensive income is included in the profit or loss for the period when the asset is sold or impaired. When there is no quoted market price for financial assets availa-ble-for-sale, fair value is determined by other means. The Group does not seek to determine the fair value of the Group’s available-for-sale financial assets if differences in valuations of the fair val-ues of unquoted financial assets are significant and the probabil-ity of different valuations cannot be reasonably estimated.

Cash and cash equivalentsCash and cash equivalents include cash in bank and other liquid investments with maturity of three months or less.

Derivative financial instrumentsThe Group hedges receivables and liabilities denominated in for-eign currency with different currency forward and option con-tracts. Derivatives are initially recognized under other receivables or payables at fair value on the date of trade. Outstanding de-rivatives are subsequently remeasured at their fair value at each balance sheet date and the resulting gain or loss is recognized immediately in the income statement under financial items. In determining the fair value of a derivative, the appropriate quoted market price is used, if available. Alternatively, fair value is deter-mined using commonly used valuation methods. Dovre Group does not apply hedge accounting.

Financial liabilitiesIn accordance with IAS 39, financial liabilities are initially recog-nized on the basis of the original consideration received, less transaction costs, and subsequently measured at amortized cost using the effective interest rate method. The Group’s financial li-abilities are non-current and current, and they can be interest-bearing or non-interest-bearing. Interest expenses are recog-nized in the income statement as incurred. Financial liabilities are

recognized as current unless the Group retains the right to re-schedule the date of payment to a date that is at least 12 months from the end of the financial period.

Critical Accounting Estimates and JudgmentsThe preparation of consolidated financial statements requires the Group management to make estimates and assumptions that may differ from actual results. Also, the management is required to use judgment when applying accounting principles. The esti-mates are based on the best information available at the balance sheet date.

The Group’s estimates and assumptions concern mainly the valuation of assets. The Group annually tests goodwill, in-process intangible assets for impairment, and measures indications of im-pairment in accordance with the accounting principles presented above. The recoverable amounts of cash-generating units are de-termined using calculations based on value-in-use. The prepara-tion of these calculations requires the use of estimates.

The definition of fair values of tangible and intangible assets of business combinations requires the use of estimates. The defi-nition of fair values of intangible assets is based on estimates of future cash flows generated by the assets. Measurement of ad-ditional purchase prices for acquisitions also requires the use of managerial estimates.

Application of New or Revised IFRS and InterpretationsIASB has published new or revised standards that the Group has not yet applied (amended IAS 12 Income Taxes; amended IAS 1 Presentation of Financial Statements; amended IAS 19 Employee Benefits; new IFRS 9 Financial Instruments; new IFRS 10 Consoli-dated Financial Statements; new IFRS 11 Joint Arrangements; new IFRS 12 Disclosure of Interests in Other Entities; new IFRS 13 Fair Value Measurement; amended IAS 27 Consolidated and Separate Finan-cial Statements; amended IAS 28 Investments in Associates; and amended IFRS 7 Financial Instruments: Disclosures). The Group ap-plies new or revised standards 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 re-visions are estimated to have no significant impact on the Group’s consolidated financial statements.


27

2.5.3 SEGMENT INFORMATION

Reporting SegmentsThe Group has two reporting segments that are also the Group’s strategic business areas:• Project Personnel business area provides project personnel

services for Oil & Gas companies in their large investment pro-jects worldwide.

• Consulting business area provides management and project management consulting and software for enterprise level management in the Nordic countries.

The Group’s reporting structure was changed in the fourth quar-ter of 2012 after the Group received a notice for a call of option to acquire the Group’s Norwegian subsidiary Safran Software Solutions AS. As of the fourth quarter of 2012, Safran Software Solutions, previously part of the Group’s Software business area, is reported under discontinued operations. Income statement comparatives for 2011 have been updated according to the new reporting structure.

The segment information presented here is based on the

Group’s internal financial reporting produced in accordance with IFRS standards. The Group does not allocate the parent company’s intra-Group charges to segments for the purposes of segment reporting. Unallocated expenses include customer agreements and relations and their amortization, share-based compensation recognized as expense in the income statement, financial items, and income taxes.

The assets and liabilities of a segment are business items that a segment uses in its business or that can be allocated to a seg-ment. Unallocated assets include customer agreements and rela-tions, capitalized research and development expenses, cash and cash equivalents, available-for-sale investments, and tax assets.

Pricing between segments is based on fair market price.

Key CustomersThe Group has two major customers, each of which accounts for more than 10% of the Group’s net sales. In 2012, the Group’s in-come from these customers was approximately EUR 45 million (approx. EUR 39 million in 2011) and is included in the Project Per-sonnel business area.

Reporting segments

2012 EUR THOUSAND

PROJECT PERSONNEL CONSULTING

OTHER FUNCTIONS ELIMINATIONS UNALLOCATED

GROUP TOTAL

INCOME STATEMENT

External net sales 84,905 9,164 94,069

Intra-Group net sales 62 0 0 -62 0

Net sales 84,967 9,164 0 -62 0 94,069

Operating result 3,883 1,379 -1,582 22 -283 3,419

Financing income and expenses -23 -23

Income taxes -1,033 -1,033

Share of results in associates -156 -156

Discontinued operations 662 662

Result for the period 3,883 1,379 -1,076 22 -1,339 2,869

BALANCE SHEET

Assets 24,058 3,070 156 -58 8,447 35,673

Investments in associates 1,296 1,296

Assets held for sale 3,553 3,553

Assets total 24,058 3,070 1,452 -58 8,447 40,522

OTHER INFORMATION

Net sales, goods 0 564 0 0 0 564

Net sales, services 84,916 8,590 0 0 0 93,506

Investments 83 11 90 0 0 184

Depreciation/amortization -304 -121 -22 19 0 -428


28

Reporting segments

2011 EUR THOUSAND

PROJECT PERSONNEL CONSULTING

OTHER FUNCTIONS ELIMINATIONS UNALLOCATED

GROUP TOTAL

INCOME STATEMENT

External net sales 66,304 6,969 0 73,273

Intra-Group net sales 266 0 0 -266 0 0

Net sales 66,570 6,969 0 -266 0 73,273

Operating result 3,625 859 -1,597 19 1,451 4,357

Financing income and expenses -114 -114

Income taxes -1,453 -1,453

Discontinued operations 412 412

Result for the period 3,625 859 -1,185 19 -116 3,202

BALANCE SHEET

Assets 19,641 2,837 1,155 -77 9,240 32,796

Investments in associates 933 933

Assets total 19,641 2,837 2,088 -77 9,240 33,729

OTHER INFORMATION

Net sales, goods 0 319 0 0 0 319

Net sales, services 66,304 6,650 0 0 0 72,954

Investments 22 31 99 -95 0 57

Depreciation/amortization -319 -119 -23 17 0 -444

Comparatives for 2011 have been updated according to the reporting structure used in 2012.

Geographical division of net sales by the location of assets

Non-current assets *)

EUR THOUSAND 2012 2011

Finland 1,448 1,078

Norway 508 704

Canada 148 143

Other 171 210

Goodwill 7,803 7,491

Total 10,078 9,626

*) Non-current assets excluding financial instruments and deferred tax assets by the location of assets. Goodwill has not been allocated geographically.



Finland 2,642 2,866

Norway 45,704 28,497

Canada 29,185 28,719

Other 16,538 13,191

Total 94,069 73,273

29

Non-current assets *)


Finland 1,448 1,078

Norway 508 704

Canada 148 143

Other 171 210

Goodwill 7,803 7,491

Total 10,078 9,626

2.5.4 NET SALES

DISTRIBUTION OF NET SALES BY REVENUE TYPE EUR THOUSAND 2012 % 2011 %

Services 93,171 99.0 72,619 99.1

One-time license revenue 564 0.6 319 0.4

Recurring license revenue 334 0.4 335 0.5

Total 94,069 100.0 73,273 100.0

DISTRIBUTION OF NET SALES BY SEGMENT, UNCONSOLIDATED, EUR THOUSAND 2012 % 2011 %

Project Personnel 84,967 90.3 66,570 90.9

Consulting 9,164 9.7 6,969 9.5

Intra-Group eliminations -62 -0.1 -266 -0.4

Total 94,069 100.0 73,273 100.0

DISTRIBUTION OF NET SALES BY SEGMENT, CONSOLIDATED, EUR THOUSAND 2012 % 2011 %

Project Personnel 84,905 90.3 66,304 90.5

Consulting 9,164 9.7 6,969 9.5

Total 94,069 100.0 73,273 100.0

In 2012, the Group reclassified certain sales related expenses, which increased the Group’s reported net sales and travel ex-penses by EUR 4.7 million in 2011. In addition, the Group received a notice for a call of option as a result of which the Group’s Soft-

ware business area is reported under discontinued operations. As part of the change of the Group’s reporting structure, the Group no longer allocates the parent company’s certain intra-Group charges to segments.

2.5.5 OTHER OPERATING INCOME


Rents 39 51

Gain on disposal of non-current assets, investments 5 1

Other operating income 43 30

Total 87 82

2.5.6 MATERIALS AND SERVICES


Materials -7 0

External services -212 -180

Total -219 -180


30

2.5.7 EMPLOYEE BENEFITS EXPENSE


Salaries and fees -73,990 -57,265

Pension expenses, defined contribution plans -1,539 -969

Pension expenses, defined benefit plans *) 0 1,718

Pension expenses, total -1,539 749

Share options granted to employees **) -65 -51

Other employee benefits, total -4,589 -3,893

Employee benefits, total -4,654 -3,944

Total -80,183 -60,460

*) Notes information on defined benefit plans is presented in Note 2.5.26 Liabilities from Defined Benefit Plan.**) Notes information on share-based payments is presented in Note 2.5.24 Share-based Payments.

Information on management remuneration and fringe benefits as well as compensation for key personnel is presented in Note 2.5.34 Related Party Transactions.

AVERAGE NUMBER OF EMPLOYEES 2012 2011

Project Personnel 379 331

Consulting 50 47

Other functions 5 4

Total 434 382

Average number of employees does not include the average number of employees for the Group’s discontinued operations, which was 27 (26).

NUMBER OF PERSONNEL AT THE END OF THE FINANCIAL YEAR DEC. 31, 2012 DEC. 31, 2011

Total, continuing operations 461 381

In Project Personnel, 40 (42) % of the employees were independent contractors.

2.5.8 DEPRECIATION AND AMORTIZATION


Amortization according to plan, intangible assets -374 -374

Depreciation according to plan, tangible assets -54 -69

Total -428 -443


31

2.5.9 OTHER OPERATING EXPENSES

EUR THOUSAND 2012 2011 *)

Premises -1,090 -753

Marketing -215 -247

Travel -6,341 -5,012

Loss on disposal of non-current assets, fixed assets 0 -19

Administration and other operating expenses -2,261 -1,884

Total -9,907 -7,915*) Comparatives for 2011 updated as a result of reclassification of certain sales related expenses. See Note 2.5.4 Net Sales.

RESEARCH AND DEVELOPMENTEUR THOUSAND

2012

2011

Research and development expenses on the balance sheet -57 -40

Capitalized research and development expenditure -58 -55

Total -115 -95

AUDITOR FEESEUR THOUSAND 2012 2011

External audit -184 -170

Other services referred to in the Finnish Auditing Act -8 0

Tax consultancy 0 -72

Other professional services -96 -69

Total -288 -311

In accordance with the Finnish Accounting Ordinance, auditor fees include also the Group’s discontinued operations.

2.5.10 FINANCING INCOME AND EXPENSES

FINANCING INCOMEEUR THOUSAND 2012 2011

Dividend income from others 0 1

Gain on assets at fair value through profit and loss of financial assets, non-hedge accounting 0 10

Foreign exchange gains 274 338

Other interest and financing income 77 54

Financing income, total 351 403

FINANCING EXPENSESEUR THOUSAND 2012 2011

Loss on assets at fair value through profit and loss of financial assets, non-hedge accounting -28 -96

Foreign exchange losses -243 -279

Other interest and financing expenses -103 -142

Financing expenses, total -374 -517

Financing income and expenses, total -23 -114


32

2.5.11 INCOME TAX


Tax on income from operations -1,305 -917

Income tax for previous years 37 128

Change in deferred tax assets (Note 2.5.20) 22 -494

Change in deferred tax liability (Note 2.5.20) 256 -170

Change in previous year’s deferred tax assets -43 0

Total -1,033 -1,453

Reconciliation of the tax expense in the income statement to the domestic rate of the parent company: *)


Result before tax, continuing operations 3,240 4,243

Result before tax, discontinued operations 867 545

4,107 4,788

Income tax expense at Finnish statutory rate *) -1,006 -1,245

Effect of different tax rates in foreign subsidiaries -113 -243

Tax-free income and non-deductible expenses -60 -38

Unrecognized tax asset for the losses of the financial year -143 -50

Use of carry-forward losses 30 32

Income tax for previous years -6 155

Deferred tax liability on undistributed earnings 0 -227

Unused tax provisions 0 38

Changes in tax rate 95 1

Other items -35 -9

Income tax in the consolidated income statement -1,238 -1,586

Income tax, continuing operations -1,033 -1,453

Income tax, discontinued operations -205 -133

-1,238 -1,586

*) Parent company tax rate was 24.5% in 2012 and 26% in 2011.


33

2.5.12 DISCONTINUED OPERATIONS

On December 28, 2012, Dovre Group Plc received a notice for a call of option to acquire the Group’s fully-owned Norwegian subsidiary Safran Software Solutions AS. The completion of the sales process is estimated to take place during spring 2013. The following table presents the subsidiary’s statement of income excluding certain intra-Group items:


NET SALES 4,854 3,910


Employee benefits expense -3,485 -2,687

Depreciation -5 -3

Other operating expenses -482 -675

OPERATING RESULT 883 545

Financing income 27 48

Financing expenses -44 -48

RESULT BEFORE TAX 866 545

Tax on income from operations -204 -133

RESULT FOR THE PERIOD, DISCONTINUED OPERATIONS 662 412

Balance sheet items for discontinued operations that are included in the Group’s assets and liabilities held for sale in 2012:

Assets

Tangible assets 16

Deferred tax asset 1

Trade receivables and other receivables 798

Cash and cash equivalents 1,805

Total assets, discontinued operations *) 2,620

Liabilities

Trade payables and other liabilities 1,420

Tax liability, income tax 208

Total liabilities, discontinued operations 1,628

*) Balance sheet item on the Group’s consolidated balance sheet includes also the parent company’s shares in Kiinteistö Oy Kuukoti. See Note 2.5.17 Investments in Associates

Cash flow from discontinued operations, excluding intra-Group items:


Net cash generated by operating activities 896 311

Net cash generated by investing activities 198 0

Change in cash and cash equivalents 1,094 311


34

2.5.13 EARNINGS PER SHARE

2.5.13.1 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.

UNDILUTED EARNINGS PER SHARE 2012 2011

Result attributable to the shareholders of the parent (EUR thousand) 2,869 3,202

Weighted average number of shares during the financial year (1,000) 62,896 62,429

Undiluted earnings per share (EUR / share) 0.05 0.05

UNDILUTED COMPREHENSIVE EARNINGS PER SHARE 2012 2011

Comprehensive result attributable to the shareholders of the parent (EUR thousand) 3,159 3,330


Undiluted comprehensive earnings per share (EUR / share) 0.05 0.05

2.5.13.2 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 subscription price is lower than the market value of the share. The weighted average number of shares and the dilutive effect are calcualted per quarter takin g 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 aver-age share price. The total dilutive effect for the financial year or several quarters is calculated as a weighted average of quarterly values.

DILUTED EARNINGS PER SHARE 2012 2011

Result attributable to the shareholders of the parent (EUR thousand) 2,869 3,202


Stock option adjustment (1,000) 167 431

Weighted average number of shares for calculating the diluted earnings per share (1,000) 63,063 62,860

Diluted earnings per share (EUR / share) 0.05 0.05

DILUTED COMPREHENSIVE EARNINGS PER SHARE 2012 2011

Comprehensive result attributable to the shareholders of the parent (EUR thousand) 3,159 3,330


Stock option adjustment (1,000) 167 431

Weighted average number of shares for calculating the diluted earnings per share (1,000) 63,063 62,860

Diluted comprehensive earnings per share (EUR / share) 0.05 0.05


35

2.5.14 INTANGIBLE ASSETS

Intangible assets 2012

EUR THOUSAND

CUSTOMER AGREEMENTS AND

RELATIONSDEVELOPMENT

COSTSOTHER INTANGIBLE

ASSETS *) TOTAL

Acquisition cost, Jan. 1 2,939 196 241 3,376

Translation differences (+/-) 143 0 1 144

Additions 0 0 70 70

Disposals 0 -29 -104 -133

Acquisition cost, Dec. 31 3,082 167 208 3,457

Accumulated amortization and value adjustments, Jan. 1

-1,925 -107 -225 -2,258

Translation differences (+/-) -102 0 -1 -103

Accumulated amortization from disposals 0 29 104 133

Amortization charges for the year -304 -58 -12 -374

Accumulated amortization and value adjustments, Dec. 31

-2,331 -136 -134 -2,602

Book value Dec. 31, 2012 751 31 74 856

*) Includes prepayments of EUR 70 million for other capitalized expenditure.

Intangible assets 2011

EUR THOUSAND

CUSTOMER AGREEMENTS AND

RELATIONSDEVELOPMENT

COSTSOTHER INTANGIBLE

ASSETS TOTAL

Acquisition cost, Jan. 1 2,922 330 466 3,718

Translation differences (+/-) 17 0 5 22

Additions 0 26 0 26

Disposals 0 -160 -230 -390

Acquisition cost, Dec. 31 2,939 196 241 3,376

Accumulated amortization and value adjustments, Jan. 1

-1,622 -212 -421 -2,256

Translation differences (+/-) -12 0 -6 -18

Accumulated amortization from disposals 0 160 230 390

Amortization charges for the year -291 -55 -28 -374

Accumulated amortization and value adjustments, Dec. 31

-1,925 -107 -225 -2,258

Book value Dec. 31, 2011 1,014 89 16 1,119

Customer agreements and relations

EUR THOUSAND JAN. 1, 2012TRANSLATION DIFFERENCES

AMORTIZATION FOR THE PERIOD DEC. 31, 2012

Consulting, Finland and Sweden 207 5 -35 177

Dovre Group AS 441 22 -190 273

Project Personnel, other 366 14 -79 301

Total 1,014 41 -304 751


36

Consulting, Finland and SwedenAcquisitions in the Consulting business area took place in 2007 and 2008. Of the acquisition costs, a total of EUR 0.4 million was allocated to customer agreements and relations. The average re-maining amortization period for the customer agreements and relations was 5 years on December 31, 2012.

Acquisition of Dovre Group ASThe acquisition of Dovre Group AS was finalised in 2004 with the acquisition of the remaining 60% of the company’s shares. Of the acquisition cost, EUR 1.0 million was allocated to customer agreements and relations. The fair values of customer agree-ments and relations for the 40% ownership by Dovre Group Plc

before January 1, 2004, were adjusted to represent the fair values for the remaining 60% on the date of their acquisition on June 1, 2004. Following the revaluation, the book value of these cus-tomer agreements and relations (40%) was EUR 0.7 million. The remaining amortization period for the customer agreements and relations was 1.4 years on December 31, 2012.

Project Personnel, other acquisitionsOther acquisitions in the Project Personnel business area took place in 2006 and 2007. Of the acquisition costs, a total of EUR 0.7 million was allocated to customer agreements and relations. The average remaining amortization period for the customer agree-ments and relations was 4 years on December 31, 2012.

2.5.15 GOODWILL


Acquisition cost, Jan. 1 7,491 7,446

Translation differences (+/-) 312 45

Book value Dec. 31 7,803 7,491

GOODWILL BY CASH GENERATING UNITEUR THOUSAND 2012 2011

Project Personnel 6,583 6,306

Consulting, Finland and Sweden 903 881

Consulting, Norway 317 304

Total 7,803 7,491

Impairment testingGoodwill is allocated to the Group’s Project Personnel and Con-sulting divisions. The testing has been performed at the year end, with December 31, 2012 as the testing date. The recoverable amount of a cash generating unit is based on value-in-use calcu-lations. A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independ-ent of the cash inflows from other assets or groups of assets. The Group’s Project Personnel division consists of one and the Con-sulting division of two cash generating units. In the Consulting division, the division’s business operations in Finland and Sweden form one cash generating unit. The other cash generating unit consists of the division’s business operations in Norway.

The value-in-use calculations are based on the discounted cash flow method. The discount rate used in testing is based on the weighted average cost of capital (WACC) after tax, which is

based on risk-free rate of return, operational risks, market risk pre-mium, comparable peer industry beta coefficient, cost of debt, and target capital structure. In 2012, the discount rate used was 9.00% (9.21% in 2011). The decrease in the discount rate was due to the lowering of the risk-free interest rate. The discount rate be-fore tax was between 11.73% and 12.52%.

Key variables used in testing are the rate of growth of net sales and EBIT %, which are based on the Group’s budget for 2013 and the Group’s strategic rates of growth for 2014-2017 approved by the Board of Directors. For the purposes of impairment testing, a portion of the expenses of the Group’s Other functions and a portion of the Group’s unallocated items have been allocated to the Group’s cash generating units. The variables are based on cur-rent business performance, the division’s position in the market, and the division’s potential for growth. The rates of growth used in testing are presented in the table below.

PROJECT PERSONNELCONSULTING, FINLAND

AND SWEDEN CONSULTING, NORWAY

Growth in net sales 15% 10% 15%

EBIT % 4% 10% 16%

Terminal growth rate 1% 1% 1%


37

As a result of testing, no impairment losses were recognized in 2012. The sensitivity of the standard calculations has been tested by calculations using a higher discount rate, zero growth, and lower profitability. The management has estimated that no rea-sonably possible change of the key assumptions used would

cause the carrying value of the cash generating unit to exceed its recovarable amount. In the Project Personnel division, should its net sales not increase during the period of planning, a case for impairment loss would arise if the division’s profitability was halved and WACC increased by over 3%.

2.5.16 TANGIBLE ASSETS

MACHINERY AND EQUIPMENTEUR THOUSAND 2012 2011

Acquisition cost, Jan. 1 518 1,389

Translation differences (+/-) 14 8

Additions 114 31

Disposals -11 -910

Transfer to assets held for sale, discontinued operations -53 0

Acquisition cost, Dec. 31 582 518

Accumulated depreciation and value adjustments, Jan. 1 -436 -1,192

Translation differences (+/-) -12 -8

Accumulated depreciation from disposals 11 836

Transfer to assets held for sale, discontinued operations 31 0

Depreciation charges for the year *) -54 -72

Accumulated depreciation and value adjustments, Dec. 31 -460 -436

Book value Dec. 31 123 83

*) In 2011, depreciation charges for the year includes also depreciation charges of discontinued operations.

2.5.17 INVESTMENTS IN ASSOCIATES


At the beginning of the financial year 933 933

Additions 1,485 0

Share of profit and loss in associates -156 0

Translation differences -33 0

Transfer to assets held for sale -933 0

At the end of the financial year 1,296 933

Additions includes the Group’s investments in a project development company based in Singapore and in the company’s first development project. Both investments are treated as associates, because the Group has significant influence in the companies due to Board memberships. Transfer to assets held for sale includes the parent company Dovre Group Plc’s shares in Kiinteistö Oy Kuukoti in accordance with IFRS 5. The Group’s associates are not publicly listed.


38

The Group’s associated companies and their assets, liabilities, net sales, and profit/loss:

ASSOCIATES IN 2012 DOMICILE ASSETS LIABILITIES NET SALES PROFIT/LOSS OWNERSHIP (%)

Kiinteistö Oy Kuukoti Espoo, Finland 5,135 7 177 7 43.50

Sararasa Biomass Pte. Ltd. Singapore 413 15 0 -43 11.11

Sararasa Bioindo Pte. Ltd. Singapore 3,491 662 0 -550 25.25

ASSOCIATES IN 2011 DOMICILE ASSETS LIABILITIES NET SALES PROFIT/LOSS OWNERSHIP (%)

Kiinteistö Oy Kuukoti Espoo, Finland 5,139 17 180 0 43.50

BALANCES WITH ASSOCIATED COMPANIESEUR THOUSAND 2012 2011

Trade receivables 16 0

TRANSACTIONS WITH ASSOCIATED COMPANIESEUR THOUSAND 2012 2011

Sales of services 35 0

Payments to associates -64 -67

The terms of related party transactions correspond to the terms of non-related party transactions.

2.5.18 AVAILABLE-FOR-SALE INVESTMENTS

EUR THOUSAND DEC. 31, 2012 DEC. 31, 2011

Acquisition cost, Jan. 1 75 76

Disposals -75 -1


The Group’s investments are valued at book value since their fair values cannot be reliably measures. The Group’s available-for-sale fi-nancial assets consist of unlisted shares.

2.5.19 NON-CURRENT TRADE AND OTHER RECEIVABLES


Non-current loan receivables 25 242

Total 25 242

On December 31, 2012, the Group’s receivables have been recognized at amortized cost. On December 31, 2011, EUR 219 thousand of the Group’s receivables were recognized at fair value and EUR 23 thousand at amortized cost.


39

2.5.20 DEFERRED TAX ASSETS AND LIABILITIES

RECONCILIATION OF DEFERRED TAX ASSETS 2012 EUR THOUSAND JAN. 1

TRANSLATION DIFFERENCES

CHARGED TO INCOME STATEMENT DEC. 31

Tax losses carried forward 74 -2 29 101

Other temporary differences for assets 26 1 -7 20

Total, continuing operations 100 -1 22 121

Discontinued operations 2 0 -1 1

Total 102 -1 21 122

RECONCILIATION OF DEFERRED TAX LIABILITIES 2012 EUR THOUSAND JAN. 1



Allocation of fair value on acquisitions -294 -12 98 -208

Capitalized and amortized R&D costs -22 0 14 -8

With-holding tax on undistributed earnings -227 0 0 -227

Other temporary differences for liabilities -445 -11 101 -355

Total -989 -23 213 -799

RECONCILIATION OF DEFERRED TAX ASSETS 2011 EUR THOUSAND JAN. 1



Defined benefit plan 481 0 -481 0

Tax losses carried forward 103 1 -30 74

Other temporary differences for assets 115 2 -89 28

Total 699 3 -600 102

RECONCILIATION OF DEFERRED TAX LIABILITIES 2011 EUR THOUSAND JAN. 1



Allocation of fair value on acquisitions -377 -1 84 -294

Capitalized and amortized R&D costs -30 0 8 -22

With-holding tax on undistributed earnings 0 0 -227 -227

Other temporary differences for liabilities -406 -4 -35 -445

Total -814 -5 -170 -989

Carry-forward Losses of the GroupOn December 31, 2012, the Group carried forward losses worth of EUR 14 million (EUR 17.5 million on Dec. 31, 2011), for which no deferred tax assets were recognized as the Group’s losses carried forward do not fulfil the requirements of recognition. A total of EUR 13.6 million of the Group’s losses expires between 2013 and 2020. The remaining losses of the Group have no definite expiration date.


40

2.5.21 TRADE AND OTHER RECEIVABLES


Trade receivables 16,854 13,412

Other receivables 380 121

Prepayments and accrued income on sales 1,342 1,949

Prepayments and accrued income on expenses 626 242

Total 19,201 15,724

No significant concentrations of credit risk are associated with the receivables.The fair values of the receivables correspond to their book values.In 2011, the Group recognized EUR 5 thousand in credit losses.Prepayments and accrued income include uninvoiced sales and accrued expenses.

Age distribution of trade receivables

EUR THOUSANDDEC. 31,

2012IMPAIRMENT

LOSSNET DEC. 31,

2012DEC. 31,

2011IMPAIRMENT

LOSSNET DEC. 31,

2011

Not due 10,072 10,072 9,413 9,413

Overdue

1 - 30 days 5,464 5,464 2,998 2,998

31 - 60 days 495 495 560 560

61 - 90 days 420 420 127 127

Over 90 days 403 403 351 -37 314

Total 16,854 0 16,854 13,449 -37 13,412

2.5.22 CASH AND CASH EQUIVALENTS


Cash and bank 7,052 7,141

Short-term deposits 450 800

Total, continuing operations 7,502 7,941

Cash and cash equivalents, discontinued operations 1,805 0

Total 9,307 7,941

In 2012, the fixed annual interest rate for short-term deposits was 0.30% (1.90% in 2010) and maturity 90 days (92 days in 2011).


41

2.5.23 SHAREHOLDERS’ EQUITY

Dovre Group Plc has one class of shares. The book value of the shares is EUR 0.15 per share. Each share entitles the shareholder to one vote. Dovre Group Plc’s shares are listed in NASDAQ OMX Helsinki Ltd.

The maximum number of Dovre Group Plc’s shares is 160 million (160 million in 2011). The share does not carry nominal value. The Group’s maximum share capital is EUR 41.6 million (EUR 41.6 million in 2011). All issued shares are fully paid for.

Reconciliation of number of shares

EUR THOUSANDNUMBER OF

SHARES SHARE CAPITAL

RESERVE FOR NON-RESTRICTED

EQUITYREVALUATION

RESERVE TOTAL

Dec. 31, 2010 61,961,751 15,917 4,976 179 21,072

Transfer to retained earnings 0 0 0 -52 -52

Reduction of share capital and dissolution of the reserve for non-restricted equity

0 -6,314 -4,976 0 -11,290

Stock options exercised 934,000 0 346 0 346

Dec. 31, 2011 62,895,751 9,603 346 127 10,076

Translation differences 0 0 0 7 7

Transfer to retained earnings 0 0 0 -55 -55

Dec. 31, 2012 62,895,751 9,603 346 79 10,028

Reduction of Share Capital and Dissolution of the Reserve for Invested Non-restricted EquityDovre Group’s Annual General Meeting, held on March 17, 2011, decided that the parent company’s accumulated losses of EUR 11,289,645.91 from previous financial years are to be set off by reducing the company’s share capital with the amount of EUR 6,313,769.72 and by dissolving the reserve for invested non-restricted equity, EUR 4,975,876.19. The reduction of the share capital was registered in the Finnish Trade Register on March 25, 2011.

Stock options exercisedDovre Group’s 2007 option plan expired on May 31, 2011. 934,000 shares were subscribed for with the option plan. The remaining 1,043,000 option rights expired as unused. The exercise price was EUR 0.37.

Revaluation reserveThe fair value adjustments to the customer agreements and relations of Dovre Group AS have been entered in the revaluation reserve. See Note 2.5.14 Intangible Assets.


42

2.5.24 SHARE BASED COMPENSATION

In 2012, Dovre Group Plc had one open option plan. The key terms of the option plan as well as the key variables used for determining the value of the options are presented in the table below. The fair values of the shares granted as part of the option plan are based on the quoted share price.

Open option plans:

OPTION PLAN 2010A 2010B 2010C

Type of plan Share options Share options Share options

Grant date May 27, 2010 April 27, 2011 February 14, 2012

Exercise price EUR 0.33 EUR 0.47 EUR 0.38

Share price at grant date EUR 0.33 EUR 0.50 EUR 0.41

Option life in years 5 5 5

Condition for exercising option rights see 1) and 2) see 1) and 2) see 1) and 2)

Exercise As shares As shares As shares

Pricing model Black & Scholes Black & Scholes Black & Scholes

Variables used:

Share price at grant date EUR 0.33 EUR 0.47 EUR 0.41

Exercise price EUR 0.33 EUR 0.50 EUR 0.38

Expected volatility, see 3) 27% 30% 30%

Expected option life in years (at grant date) 5 5 5

Expected dividend yield 0 0 2%

Risk-free rate 1.4% 2.8% 1.5%

Anticipated cuts in personnel % N/A N/A N/A

Fair value of option at grant date EUR 0.09 EUR 0.17 EUR 0.11

Granted options 900,000 775,000 775,000

Fair value of option plan at grant date (EUR 1,000) 77 130 82

1) Dovre Group Options 2010 are divided into three classes. Under the A-series, a maximum of 900,000 stock options can be given, with the subscription price being the average rating in Q1/2010 and the subscription period March 1, 2012 - February 28, 2015. Under the B-series, a maximum of 775,000 stock options can be given, with the subscription price being the average rating in Q1/2011 and the subscription period March 1, 2013 - February 28, 2016. Under the C-series, a maximum of 775,000 stock options can be given, with the subscription price being the average rating in Q1/2012 and the subscription period March 1, 2014 - February 28, 2017.

2) Should the subscriber’s employment in Dovre Group end for some other reason than retirement or death, the company has, by Board decision, the right to redeem at no cost the subscriber’s option rights the subscription period of which has not yet started.

3) The expected volatility is based on the adjusted historical volatility of the share price. Due to low turnover, the value of the option cannot be considered to fully reflect reflect the historical volatility of the company’s share price because on a thin market the sale of shares easily pushes down the share price.

SHARE BASED COMPENSATION RECOGNIZED AS EXPENSE IN THE INCOME STATEMENTEUR THOUSAND 2012 2011

Employee benefits expense (Note 2.5.8) -65 -51

Total -65 -51

The effect of management stock options on the company’s profit and loss is presented in Note 2.5.34.2 Management Remuneration and Fringe Benefits.


43

CHANGES IN THE NUMBER OF OPTIONS AND THE WEIGHTED AVERAGE EXERCISE PRICE IN 2012

NUMBER OF OPTIONS

WEIGHTED AVERAGE EXERCISE PRICE (EUR / SHARE)

Outstanding at the beginning of the year 1,100,000 0.40

Granted 750,000 0.38

Returned -150,000 0.47

Outstanding on Dec. 31, 2012 1,700,000 0.38

Exercisable on Dec. 31, 2012 555,000 0.33

CHANGES IN THE NUMBER OF OPTIONS AND THE WEIGHTED AVERAGE EXERCISE PRICE IN 2011

NUMBER OF OPTIONS

WEIGHTED AVERAGE EXERCISE PRICE (EUR / SHARE)

Outstanding at the beginning of the year 2,473,000 0.36

Granted 910,000 0.46

Returned -690,000 0.38

Exercised -934,000 0.37

Expired -659,000 0.37

Outstanding on Dec. 31, 2011 1,100,000 0.40

Exercisable on Dec. 31, 2011 0

OUTSTANDING OPTIONS ON DEC. 31, 2012; EXERCISE PRICE AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE

NUMBER OF SHARES

EXERCISE PRICE (EUR / SHARE)

WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)

Options 2010A 555,000 0.33 2.2

Options 2010B 395,000 0.47 3.2

Options 2010C 750,000 0.38 4.2

Outstanding on Dec. 31, 2012 1,700,000 0.38 3.3

OUTSTANDING OPTIONS ON DEC. 31, 2011; EXERCISE PRICE AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE

NUMBER OF SHARES

EXERCISE PRICE (EUR / SHARE)

WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)

Options 2010A 555,000 0.33 3.2

Options 2010B 545,000 0.47 4.2

Outstanding on Dec. 31, 2011 1,100,000 0.40 3.7

2.5.25 NON-CURRENT FINANCIAL LIABILITIES


Non-current liabilities to others 25 23

Total 25 23

The Group’s long-term financial liabilities are measured at amortized cost and the fair value of the liabilities corresponds to their book value. The liabilities relate to the parent company’s option to acquire the shares of Project Completion Management Ltd.


44

2.5.26 LIABILITIES FROM DEFINED BENEFIT PLAN

The Board of Dovre Group AS, a Norwegian subsidiary of Dovre Group Plc, decided to change from a defined benefit plan to a defined contribution plan March 1, 2011 onwards. The Board of Dovre Group Plc approved the decision in its meeting on February 16, 2011.

Prior to closing the defined benefit plan a so-called corridor method was used, where the actuarial gains and losses were recognized as expenses in the income statement for the average remaining period of employment of each employee if the unrecognized accumu-lated actuarial net gains and losses exceeded the greater of either 10% of pension liabilities or 10% of the fair values of plan assets at the end of the previous financial year.

AMOUNTS RECOGNIZED IN THE INCOME STATEMENTEUR THOUSAND

2012

2011

Current service cost 0 -107

Interest cost 0 -48

Expected return on plan assets 0 65

Settlements (+) 0 1,808

Total, included in employee benefit expense 0 1,718

CHANGES IN THE PRESENT VALUE OF OBLIGATIONSEUR THOUSAND 2012 2011

Present value of obligation on Jan. 1 0 5,067


Current service cost 0 107

Interest cost 0 48

Settlements (-) 0 -5,252

Present value of obligation on Dec. 31 0 0

CHANGES IN THE FAIR VALUE OF THE PLAN ASSETSEUR THOUSAND 2012 2011

Fair value of plan assets on Jan. 1 0 5,306


Expected return on plan assets 0 65

Settlements (-) 0 -5,403

Fair value of plan assets on Dec. 31 0 0

2.5.27 CURRENT FINANCIAL LIABILITIES


Current loans from financial institutions 1,139 775

Lines of credit in use 147 95

Total 1,286 870

The average interest rate for loans was 1.35% in 2012 (1.8% in 2011).Information on currency and interest rate risks are presented in Note 2.5.30 Financial Risk Management and Capital Structure Management.The fair values of the liabilities correspond to their book values.


45

2.5.28 TRADE PAYABLES AND OTHER LIABILITIES


Advances received 0 401

Trade payables 3,926 1,536

Other current liabilities 4,940 6,420

Total 8,865 8,357

CURRENT ACCRUALS AND DEFERRED INCOMEEUR THOUSAND DEC. 31, 2012 DEC. 31, 2011

Accrued employee expenses 3,273 1,750

Currency derivatives 1 39

Other current accrued liabilities on income and expenses 871 882

Total 4,145 2,671

Trade payables and other liabilities, total 13,010 11,028

The fair values of the liabilities correspond to their book value.Date of expiration of currency derivates: January 7, 2013. Underlying instruments: Currency option NOK 4.5 million (sold put and bought call)Current accruals and deferred income are primarily comprised of personnel expenses and other accrued income and expenses.

2.5.29 CURRENT PROVISIONS

CHANGES IN PROVISIONS, 2012 EUR THOUSAND JAN. 1 INCREASE

REVERSAL OF PROVISIONS

PROVISIONS USED DEC. 31

Litigation provisions 39 0 0 -39 0

Other provisions 0 0 0 0 0

Total 39 0 0 -39 0

CHANGES IN PROVISIONS, 2011 EUR THOUSAND JAN. 1 INCREASE

REVERSAL OF PROVISIONS

PROVISIONS USED DEC. 31

Tax provisions 141 0 -38 -103 0

Litigation provisions 0 39 0 0 39

Total 141 39 -38 -103 39

2.5.30 FINANCIAL RISK MANAGEMENT AND CAPITAL STRUCTURE MANAGEMENT

2.5.30.1 Financial Risk ManagementOperating internationally, Dovre Group is exposed to a variety of financial risks, most importantly to foreign exchange risk. The pur-pose of financial risk management is to ensure that the Group has access to sufficient and cost-effective funding and to minimize potential adverse effects on the Group’s financial performance. Financial risks are managed centrally by the Group’s Treasury. Fi-nancial risk management is part of the Group’s operational man-agement.

Foreign exchange riskThe Group operates internationally and is thus exposed to risks arising from foreign currency exchange rate fluctuations related to foreign currency denominated assets, liabilities, and planned business transactions (transaction risk), and from the translation of income statement items and the items of the statement of financial position of the Group’s foreign subsidiaries (translation risk). The Group manages its foreign exchange risks in accordance with the Group’s currency hedging policy, which was approved by the Board of Directors in 2011. The purpose of the policy is to reduce the Group’s exposure to currency exchange rate fluc-tuations and to minimize the impact of movements in currency


46

exchange rates on the Group’s result and cash flows. Such cur-rency exchange risks that cannot be hedged internally within the Group will be managed through the use of foreign currency derivatives. The purpose is to minimize subsidiaries’ currency ex-change risks and to centrally hedge the Group’s transaction risks at the parent company.

Transaction risksA substantial part of the Group’s operations is local service busi-ness and is denominated in local functional currencies and does not therefore involve transaction risk. The Group’s internal loans and deposits are primarily initiated in the local currencies of the subsidiaries in which case the possible foreign exchange risks are hedged using foreign currency derivatives at the parent company.

The foreign exchange risk sensitivity analysis for the most impor-tant currency 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 out-standing on the balance sheet date. The exposures in the most important currency pairs are disclosed in the table below. The foreign exchange risk sensitivity analysis presents the impact of a change in the foreign exchange rates of 10% and has been cal-culated before taxes. An estimated 10% change in the foreign exchange rates on the balance sheet date would have resulted in an impact of EUR 0.3 (0.4) million with the exchange rates strengthening and EUR -0.3 (-0.4) million with the exchange rates weakening.

EXPOSURE

AGAINST EUREXPOSURE

AGAINST USDEXPOSURE

AGAINST CAD

EUR MILLION NOK CAD USD AUD TOTAL NOK CAD TOTAL AUD

Exposure Dec. 31, 2012

0.4 -0.3 0.7 1.0 1.9 0.6 0.6 1.1 -0.2

Exposure Dec. 31, 2011

1.6 0.6 0.5 0.0 2.8 0.9 1.1 2.0 -1.1

Translation riskChanges in consolidation exchange rates affect the Group’s in-come statement, cash flow statement, and the statement of fi-nancial 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 is significant for the Group. A change of 5% in the annual average foreign exchange rates used by Group would have caused a 4.6 (4.6) % change in the consolidated sales in euros in 2012. Such a change would not have had a material impact on the Group’s operating result. The translation of the subsidiaries’ balance sheets into euros caused a translation difference of EUR 0.3 (0.1) million in 2012. The translation difference was affected mainly by the Norwegian crown, which strengthened approx. 6%, and the Canadian dollar, which strengthened just under 5%. The trans-lation risk was not hedged during the financial year. The most significant translation risk exposures are in Canadian dollars and Norwegian crowns.

Interest rate riskThe Group did not have any non-current debt or interest-bearing receivables on balance sheet date.

Liquidity riskThe 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 2012.

On December 31, 2012, the Group’s cash and cash equiva-lents amounted to EUR 7.5 million (EUR 7.9 million in 2011). In addition, the parent company and subsidiaries have unused credit limits.

EUR MILLION 2012 2011

Cash and cash equivalents, continuing operations 7.5 7.9

Cash and cash equivalents, discontinued operations 1.8 0.0

Credit facilities 1.8 2.5

Total 11.1 10.5

Customer credit riskA 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 the majority of its 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.

Aging structure of the Group’s receivables and impairment losses recognized during the financial year are presented in Note 2.5.21 Trade and Other Receivables.


47

2.5.30.2 Capital Structure ManagementThe goal of the Group’s capital structure management is to ensure the Group’s liquidity in all market situations, to secure funding for the Group’s strategic investments, and to maintain the Group’s shareholder value. Capital structure management comprises the management of the Group’s solidity and liquidity. Capital struc-

ture is monitored by using the debt to equity ratio (gearing).On December 31, 2012, the Group’s interest-bearing net lia-

bilities were EUR -6.2 million (EUR -7.1 million in 2011). The Group’s debt to equity ratio (gearing) is calculated by dividing total in-terest-bearing net liabilities by total assets. Net liabilities include interest-bearing liabilities less cash and cash equivalents.

EUR MILLION 2012 2011

Interest-bearing liabilities 1.3 0.9

Cash and cash equivalents 7.5 7.9

Net liabilities -6.2 -7.1

Shareholder’s equity 23.0 20.4

Gearing -27.0% -34.6%

2.5.31 OTHER RENTAL AGREEMENTS

2.5.31.1 Group as Lessee

FUTURE MINIMUM LEASE PAYMENTS FOR NON-CANCELLABLE OPERATING LEASESEUR THOUSAND 2012 2011

Not later than one year 710 181

Later than one year and not later than five years 549 218

Total 1,259 399

Change in gearing in 2012 is mainly due to the increased interest-bearing liabilities and decreased cash and cash equivalents. Discontin-ued operations are not included in cash and cash equivalents in 2012.

The Group leases office and warehouse space under non-cancellable operating lease agreements. The leases have varying lenghts, index clauses, renewal rights, and other terms. In 2012, EUR 992 thousand in lease payments were recognized as expense in the income statement (EUR 650 thousand in 2011).

2.5.31.2 Group as Lessor

FUTURE MINIMUM INCOME ON NON-CANCELLABLE OTHER LEASESEUR THOUSAND 2012 2011


Total 6 23

The Group has leased out unused office space. The lease agreements are valid until further notice on a six-month notice.

2.5.32 COMMITMENTS AND CONTINGENT LIABILITIES

COLLATERAL FOR OWN COMMITMENTSEUR THOUSAND DEC. 31, 2012 DEC. 31, 2011

Tangible assets 0 0

Trade receivables pledged as collateral 3,402 3,224

Pledged shares *) 933 933

*) Comparatives for 2011 corrected.


48

Disputes and court proceedingsThe Group’s parent company is involved in court proceedings with a former employee who has demanded the company to pay a compensation of approx. EUR 100 thousand for having alleg-

edly unlawfully ended the employee’s contract of employment. The company has denied the claims in full. The case is solved in the first intance by the District Court of Helsinki. The date of court resolution is not currently known.

2.5.33 SUBSIDIARIES

COMPANY DOMICILE COUNTRYSHAREHOLDING %,

PARENTSHAREHOLDING %,

GROUP

Dovre Asia Pte Ltd. Singapore Singapore 100.00 100.00

Dovre Australia Pty Ltd. Brisbane Australia 100.00 100.00

Dovre Canada Ltd. St. John's Canada 100.00 100.00

Dovre Group AB Stockholm Sweden 100.00 100.00

Dovre Group AS Stavanger Norway 100.00 100.00

Dovre Group Inc. Houston USA 100.00 100.00

Dovre Group LLC Moscow Russia 100.00 100.00

Dovre Services AS Stavanger Norway 100.00 100.00

Dovre UK Ltd. London UK 100.00 100.00

Project Completion Management Inc. Houston USA 0.00 48.00

Project Completion Management Ltd. Hampshire UK 48.00 48.00

Safran Software Solutions AS Stavanger Norway 100.00 100.00

The Group consolidates Project Completion Management be-cause the company has a call option to purchase all issued shares at any time.

An external party has a call option to purchase the issued share capital of Safran Software Solutions AS. The Group received a notice for a call of option on December 28, 2012. The completion of the sales process is estimated to take place during spring 2013.

Ownership restructuring in 2012In order to simplify the Group structure, Camako Norge AS, Dovre Assets AS, and Dovre Fabcon AS were liquidated or merged with the subsidiary’s current parent company during 2012. In addition, Camako Oy was merged with the Dovre Group Plc. Project Solu-tions Inc. was merged with Dovre Canada Ltd. in the beginning of 2012.

2.5.34 RELATED PARTY TRANSACTIONS

2.5.34.1 Transactions with Related PartiesA related party is an entity, in which a member of the management of the Group or of its parent company holds either direct or indirect control, holds control together with another party, or has significant influence.

Transactions with associated companies are presented in Note 2.5.17 Investments in Associates. Dovre Group did not have any material transactions with other related parties in either 2012 or 2011. There were no loans given to management in the Group balance sheet on December 31, 2012, or on December 31, 2011.

2.5.34.2 Management Remuneration and Fringe Benefits

Management remuneration and fringe benefits, CEO and the members of the BoardInformation on management remuneration and fringe benefits includes the remuneration and fringe benefits of the CEOs of the parent company and the members of the Board of Directors of Dovre Group Plc.


CEO AND BOARD MEMBERSEUR THOUSAND 2012 2011

CEO of the parent -304 -356

Board members of the parent -111 -98

Total -415 -454

49

Management stock options

2012Information for 2012 includes information in Dovre Group’s public insider register.

DOVRE GROUPOPTIONS

2010AOPTIONS

2010BOPTIONS

2010CEXERCISABLEDEC. 31, 2012

Arve Jensen 100,000 70,000 75,000 100,000

Heidi Karlsson 100,000 70,000 75,000 100,000

Petri Karlsson 20,000 60,000 75,000 20,000

Mikko Marsio 0 0 75,000 0

Jan-Erik Mielck 75,000 75,000 300,000 75,000

Juha Pennanen 20,000 40,000 75,000 20,000

Total 315,000 315,000 675,000 315,000

2011Information for 2011 includes information in Dovre Group’s public insider register.

DOVRE GROUPOPTIONS

2010AOPTIONS

2010BEXERCISABLEDEC. 31, 2011

Mike Critch 120,000 110,000 0

Arve Jensen 100,000 70,000 0

Heidi Karlsson 100,000 70,000 0

Petri Karlsson 20,000 60,000 0

Jan-Erik Mielck 75,000 75,000 0

Juha Pennanen 20,000 40,000 0

Total 435,000 425,000 0

DOVRE GROUP PLC 2012 2011

Hannu Vaajoensuu - Chairman of the Board -35 -34

Antti Manninen - Vice Chairman of the Board -25 -24

Ilari Koskelo - Board member -22 -21

Leena Mäkelä - Board member -11 -8

Ossi Pohjola - Board member -17 0

Jan-Erik Mielck - Board member March 17 - September 30, 2011; CEO since October 1, 2011 -304 -62

Ilkka Toivola - CEO until September 30, 2011 0 -305

Total -423 -454

Key management compensationInformation on key management compensation includes the remuneration and fringe benefits of the members of the Board of Direc-tors of Dovre Group Plc and the members of the Group’s executive team.

GROUP TOTALEUR THOUSAND 2012 2011

Salaries and other short-term employee benefits -1,316 -1,216

Severance pay in connection with termination of employment 0 -185

Share based compensation -65 -51

Total -1,381 -1,451


50

Financial Statements of the Parent Company, FAS

51

3. Financial Statements of the Parent Company, FAS

3.1 Parent Company Income Statement, FAS

EUR THOUSAND NOTE JAN. 1 - DEC. 31, 2012 JAN. 1 - DEC. 31, 2011

NET SALES 3.4.2 3,271 1,329

Other operating income 3.4.3 8,939 96

Materials and services 3.4.4 -121 0

Employee benefits expense 3.4.5 -2,255 -1,171

Depreciation and amortization 3.4.6 -567 -23

Other operating expenses -1,144 -817

OPERATING RESULT 8,123 -586

Financing income and expenses 3.4.8 219 4,304

RESULT BEFORE EXTRAORDINARY ITEMS 8,342 3,718

Extraordinary items 3.4.9 0 365

RESULT BEFORE TAX 8,342 4,083

Tax -17 -5

RESULT FOR THE PERIOD 8,325 4,078


52

3.2 Parent Company Balance Sheet, FAS

EUR THOUSAND NOTE DEC. 31, 2012 DEC. 31, 2011

ASSETS

NON-CURRENT ASSETS

Intangible assets 3.4.10 476 80

Tangible assets 3.4.11 17 3

Investments

Investments in subsidiaries 3.4.12 15,762 5,537

Investments in associates 3.4.12 2,418 933

Other investments 3.4.12 0 75

NON-CURRENT ASSETS 18,673 6,628

CURRENT ASSETS

Non-current assets 3.4.13 1,514 3,880

Current assets 3.4.14 1,490 1,623

Cash and cash equivalents 1,503 2,253

CURRENT ASSETS 4,507 7,756

TOTAL ASSETS 23,180 14,384

EQUITY AND LIABILITIES

SHAREHOLDERS' EQUITY

Share capital 3.4.15 9,603 9,603

Reserve for invested non-restricted equity 3.4.15 346 346

Retained earnings 3.4.15 3,449 0

Profit/loss for the period 3.4.15 8,325 4,078

SHAREHOLDERS' EQUITY 21,723 14,027

LIABILITIES

Non-current liabilities 3.4.16 502 0

Current liabilities 3.4.17 955 357

LIABILITIES 1,457 357

TOTAL EQUITY AND LIABILITIES 23,180 14,384


53

3.3 Parent Company Cash Flow Statement, FAS


Cash flow from operating activities

Operating result 8,123 -586

Depreciation and amortization 566 24

Gain on disposal of investment -8,844 0

Changes in working capital -243 12

Interest received 203 317 *)

Interest paid -1 0 *)

Other financial items -73 -53 *)

Income taxes paid -17 -5

Net cash generated by operating activities -286 -291

Cash flow from investing activities

Investments in tangible and intangible assets -70 -99

Proceeds from available-for-sale financial assets 80 186

Purchase of shares in associates -1,485 0

Proceeds (-) and repayments (+) of loan receivables 1,188 1,092

Net cash generated by investing activities -287 1,179

Cash flow from financing activities


Dividends paid -629 0

Group contributions received 0 200

Net cash generated by financing activities -629 546

Change in cash and cash equivalents -1,202 1,434

Trnaslation differences -5 18

Transfer of cash and cash equivalents, company reorganizations 457 0

Cash and cash equivalents at the beginning of the period 2,253 801

Cash and cash equivalents at the end of the period 1,503 2,253

*) Comparatives for 2011 presented according to new presentation.


54

3.4 Notes to the Financial Statements of the Parent Company, FAS

3.4.1 Accounting PrinciplesThe financial statements of the parent company have been pre-pared in accordance with the Finnish Accounting Act and corpo-rate legislation.

Dovre Group Plc’s subsidiary Camako Oy was merged with the parent company in May 2012.

Foreign Currency TransactionsForeign currency transactions are recorded at the rate of ex-change prevailing on the date of transaction. At the end of the financial period, foreign currency assets and liabilities are translat-ed at the rate of exchange prevailing on the balance sheet date. Foreign exchange gains and losses are presented under financing income and expense in the income statement.

Revenue RecognitionRevenue from services is recognized upon delivery to the cus-tomer. Revenue from licenses is recognized upon the granting of user rights when all the main risks and rewards of license owner-ship have been transferred to the buyer. Revenue from mainte-nance is allocated to the contract period. Net sales include roy-alty 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 re-spective licensing agreement.

PensionsThe parent company’s pension schemes are funded through pay-ments to insurance companies. Statutory pension expenses are recognized as expense in the year they are incurred.

Fixed AssetsFixed assets are stated at acquisition cost less accumulated de-

preciation and amortization. Depreciation and amortization is recorded on a straight-line basis over the expected economic useful lives of the assets as follows:

• Intangible assets (software) 3 years• Intangible assets (trademarks) 5 years• Merger assets 5 years• Other capitalized expenditure 3–5 years• Machinery and equipment 4 years

Trade ReceivablesTrade receivables are stated at the original invoiced amount to customers less doubtful receivables.

Derivative InstrumentsThe company hedges receivables and liabilities denominated in foreign currency with different currency forward and option contracts. Derivatives are recognized under other receivables or payables at fair value on the date of trade. Outstanding deriva-tives are remeasured at their fair value at each balance sheet date and the resulting gain or loss is immediately recognized in the income statement 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.

TaxesIncome tax is recognized in accordance with Finnish tax legisla-tion. Taxes withheld in foreign jurisdictions are recognized as cost in the income statement if they cannot be utilized in taxation. The company has not recognized deferred tax assets for prior years’ losses.

3.4.2 NET SALES

GEOGRAPICAL DISTRIBUTION EUR THOUSAND 2012 2011

Finland 1,654 8

Canada 552 349

Norway 870 786

Other countries 195 187

Total 3,271 1,329


55

3.4.4 MATERIALS AND SERVICES


Materials -7 0

Outside services -114 0

Total -121 0

3.4.5 EMPLOYEE BENEFITS EXPENSE


Salaries and fees -1,875 -1,016

Pension expenses -315 -127

Other employee benefits -65 -28

Total -2,255 -1,171

MANAGEMENT REMUNERATIONEUR THOUSAND 2012 2011

CEO as of Oct. 1, 2011 -304 -51

CEO until Sept. 30, 2011 0 -305

Members of the Board of Directors -111 -98

Total -415 -454

Pension liabilities for the members of the Board and the CEOThe agreements do not contain any special provisions concerning retirement age or pension.

NUMBER OF EMPLOYEES 2012 2011

Average 21 5

At the end of the financial year 30 5

3.4.6 DEPRECIATION, AMORTIZATION, AND IMPAIRMENT LOSSES


Amortization according to plan, intangible assets -75 -19

Depreciation according to plan, tangible assets -6 -4

Impairment, investments -486 0

Total -567 -23

3.4.3 OTHER OPERATING INCOME


Rents 51 83

Gain on disposal of non-current assets, investments 8,844 0


Total 8,939 96

Gain on disposal of non-current assets, investments includes the company’s gains on liquidation resulting from the Group’s internal re-organizations as part of which a number of Group companies that were transferred under parent company ownership were recognized at fair value.


56

3.4.8 FINANCING INCOME AND EXPENSES

DIVIDEND INCOMEEUR THOUSAND 2012 2011

Dividend income from Group companies 0 4,033

Total 0 4,033

OTHER INTEREST AND FINANCING INCOMEEUR THOUSAND 2012 2011

Interest income from Group companies 181 272

Interest income from others 11 12

Other financing income from others 150 127

Total 342 411

INTEREST AND FINANCING EXPENSESEUR THOUSAND 2012 2011

Interest expenses to Group companies -19 0

Other interest and financing expenses -104 -140

Total -123 -140

Financing income and expenses, total 219 4,304

Foreign exchange gains included in financing income 150 116

Foreign exchange losses included in financing expenses -67 -39

3.4.9 EXTRAORDINARY ITEMS


Group contributions received 0 365

Total 0 365

3.4.7 AUDITOR FEES


External audit -86 -68

Other services referred to in the Finnish Auditing Act -8 0

Tax consultancy 0 -11

Other professional services -17 -18

Total -111 -97


57

3.4.10 INTANGIBLE ASSETS

INTANGIBLE RIGHTS AND OTHER CAPITALIZED EXPENDITUREEUR THOUSAND 2012 2011


Additions *) 70 95

Disposals 0 -230


Accumulated amortization and value adjustments, Jan. 1 -21 -231

Accumulated amortization from disposals 0 230

Amortization charges for the year -21 -19

Accumulated amortization and value adjustments, Dec. 31 -42 -21


*) In 2012, additions includes prepayments of EUR 70 thousand for other capitalized expenditure.

MERGER ASSETSEUR THOUSAND 2012 2011


Additions 401 0


Accumulated amortization and value adjustments, Jan. 1 0 0

Amortization charges for the year -54 0

Accumulated amortization and value adjustments, Dec. 31 -54 0


3.4.11 TANGIBLE ASSETS

MACHINERY AND EQUIPMENTEUR THOUSAND 2012 2011


Additions 0 4

Transferred in company reorganizations 70 0

Disposals -9 -4


Accumulated depreciation and value adjustments, Jan. 1 -23 -22

Accumulated depreciation from disposals 9 3

Transferred in company reorganizations -50 0

Depreciation charges for the year -6 -4

Accumulated depreciation and value adjustments, Dec. 31 -70 -23



58

3.4.12 INVESTMENTS

INVESTMENTS IN SUBSIDIARIESEUR THOUSAND 2012 2011

Acquisition cost, Jan. 1 5,537 5,556

Additions 16,892 9

Disposals -6,181 -28

Acquisition cost, Dec. 31 16,248 5,537

Accumulated value adjustments, Jan. 1 0 -19

Accumulated impairment on disposals -486 19

Accumulated impairment and value adjustments, Dec. 31 -486 0

Book value Dec. 31 15,762 5,537

Additions in 2012 relate to the Group’s internal reorganizations as part of which a number of Group companies were transferred under parent company ownership and were recognized at fair value at liqudation (see Note 3.4.3).

INVESTMENTS IN ASSOCIATESEUR THOUSAND 2012 2010


Additions 1,485 0

Acquisition cost, Dec. 31 2,418 933

Book value Dec. 31 2,418 933

OTHER INVESTMENTSEUR THOUSAND 2012 2011


Disposals -75 0



INVESTMENTS IN SUBSIDIARIES ON DEC. 31, 2012 DOMICILE COUNTRY OWNERSHIP %

Dovre Asia Pte Ltd. Singapore Singapore 100.00

Dovre Australia Pty Ltd. Brisbane Australia 100.00

Dovre Canada Ltd. St. John's Canada 100.00

Dovre Group AB Stockholm Sweden 100.00

Dovre Group AS Stavanger Norway 100.00

Dovre Group Inc. Houston USA 100.00

Dovre Group LLC Moscow Russia 100.00

Dovre Services AS Stavanger Norway 100.00

Dovre UK Ltd. London UK 100.00

Project Completion Management Ltd. Hampshire UK 48.00

Safran Software Solutions AS Stavanger Norway 100.00


59

INVESTMENTS IN ASSOCIATES ON DEC. 31, 2012 DOMICILE COUNTRY OWNERSHIP %

Kiinteistö Oy Kuukoti Espoo Finland 43.50

Sararasa Biomass Pte Ltd. Singapore Singapore 11.11

Sararasa Bioindo Pte Ltd. Singapore Singapore 20.19

3.4.13 NON-CURRENT RECEIVABLES


Non-current loan receivables from Group companies 1,476 3,880

Non-current loan receivables from others 38 0

Total 1,514 3,880

3.4.14 CURRENT RECEIVABLES


Current receivables from Group companies


Loan receivables 704 1,012


Prepayments and accrued income 0 12

983 1,595

Current receivables from others



Prepayments and accrued income 17 1

507 28

Total 1,490 1,623

PREPAYMENTS AND ACCRUED INCOME FROM OTHERS 2012 2011

Prepaid expenses 17 1

Total 17 1

3.4.15 SHAREHOLDERS’ EQUITY

Restricted equity

SHARE CAPITALEUR THOUSAND 2012 2011

Share capital, Jan. 1 9,603 15,917

Reduction of share capital *) 0 -6,314

Share capital, Dec. 31 9,603 9,603


60

Non-restricted equity

RESERVE FOR INVESTED NON-RESTRICTED EQUITYEUR THOUSAND 2012 2011

Reserve for invested non-restricted equity, Jan. 1 346 4,976

Dissolution of the reserve for invested non-restricted equity *) 0 -4,976


Reserve for invested non-restricted equity, Dec. 31 346 346

RETAINED EARNINGS 2012 2011

Retained earnings, Jan. 1 4,078 -11,290

Reduction of share capital and dissolution of the reserve for invested non-restricted equity *) 0 11,290

Dividend distribution -629 0

Result for the period 8,325 4,078

Retained earnings, Dec. 31 11,774 4,078

*) See Note 2.5.23.

CALCULATION OF DISTRIBUTABLE EARNINGSEUR THOUSAND 2012 2011

Carry-forward losses 3,449 0

Reserve for invested non-restricted equity 346 346

Result for the period 8,325 4,078

Total 12,120 4,424

3.4.16 NON-CURRENT LIABILITIES


Non-current liabilities to Group companies 502 0

Total 502 0


61

3.4.18 COMMITMENTS AND CONTINGENT LIABILITIES

COLLATERAL FOR OWN COMMITMENTSEUR THOUSAND DEC. 31, 2012 DEC. 31, 2011

Checking account credit lines secured by shares

Pledged shares 933 933

FUTURE MINIMUM LEASE PAYMENTS FOR NON-CANCELLABLE OPERATING LEASES 2012 2011


Later than one year and not later than five years 66 1

Total 158 12

Disputes and court proceedingsSee Note 2.5.32.

3.4.17 CURRENT LIABILITIES


Current liabilities to Group companies

Other liabilities 267 0

267 0

Liabilities to others

Trade payables 96 65

Other liabilities 115 34

Accruals and deferred income 477 258

688 357

Total 955 357

ACCRUALS AND DEFERRED INCOMEEUR THOUSAND

2012

2011

Accrued employee expenses 431 206

Currency derivates 1 39

Accrued rental expenses 1 0

Other accrued expenses 44 13

Total 477 258


62

Key Figures and Financial Development 2008–2012

63

4. Key Figures and Financial Development 2008–2012

4.1 Key Financial Indicators

EUR THOUSAND

IFRS2012

IFRS2011

IFRS2010

IFRS2009

IFRS2008

Net sales, Group *) 98,923 77,183 70,776 60,738 62,432

Change, % *) 28.2% 9.1% 16.5% -2.7% 22.4%

Net sales, continuing operations 94,069 73,273

Change, % 28.4%

Operating result, Group 4,302 4,902 3,370 263 359

% of net sales *) 4.3% 6.4% 4.8% 0.4% 0.6%

Operating result, continuing operations 3,419 4,357

% of net sales 3.6% 5.9%

Result before tax, Group 4,106 4,788 3,389 -90 631

% of net sales *) 4.2% 6.2% 4.8% -0.1% 1.0%

Result before tax, continuing operations 3,240 4,243

% of net sales 3.4% 5.8%

Result for the period 2,869 3,202 2,373 -871 -218

% of net sales *) 2.9% 4.1% 3.4% -1.4% -0.3%

Return on equity, % 13.2% 17.2% 15.3% -5.6% -0.8%

Return on investment, % **) 14.3% 26.3% 22.9% 6.7% 7.7%

Equity-ratio, % 56.8% 61.3% 55.4% 46.5% 49.0%

Gearing, % ***) -27.0% -34.6% -27.2% -2.0% -11.2%

Balance sheet total 40,522 33,729 30,774 29,911 26,607

Gross capital expenditure 1,669 57 229 522 1,551

% of net sales (Group) 1.7% 0.1% 0.3% 0.9% 2.5%

Research and development ****) 114 94 665 763 1,515

% of net sales (continuing operations) 0.1% 0.1% 0.9% 1.3% 2.4%

Average number of personnel, Group 459 406 414 404 393

Personnel at end of period, Group 488 407 418 408 391

Average number of personnel, continuing operations 434 382

Personnel at end of period, continuing operations 461 381

*) Comparative for 2011 changed due to reclassification.**) In 2012, return on investment calculated for continuing operations.***) In 2012, key indicator calculation does not include cash and cash equivalents of discontinued operations.****) Discontinued operations not included in 2011 and 2012.


64

4.2 Key Figures per Share Adjusted for share option dilution

IFRS2012

IFRS2011

IFRS2010

IFRS2009

IFRS2008

Undiluted earnings per share (EUR), Group 0.046 0.051 0.038 -0.014 -0.004

Diluted earnings per share (EUR), Group 0.045 0.051 0.038 -0.014 -0.004

Equity per share (EUR) 0.37 0.32 0.27 0.22 0.21

Dividends EUR (1,000) *) 1,258 629 0 0 0

Dividend per share, EUR 0.020 0.010 0.000 0.000 0.000

Dividend per earnings, % 43.8% 19.6% 0.0% 0.0% 0.0%

Effective dividend yield, % 3.8% 2.9% 0.0% 0.0% 0.0%

P/E ratio (EUR) 11.62 6.68 11.49 -23.48 -70.90

Highest share price (EUR) 0.58 0.51 0.44 0.36 0.38

Lowest share price (EUR) 0.32 0.28 0.29 0.23 0.24

Average share price (EUR) 0.43 0.43 0.36 0.28 0.30

Market capitalization (EUR million) 33.3 21.4 27.3 20.4 17.3

Value of traded shares (EUR million) 3.9 4.3 11.9 6.5 4.9

Shares traded, % **) 14.4% 16.0% 53.3% 37.3% 26.4%

Average number of shares:

Undiluted (1,000) 62,896 62,429 61,962 61,962 61,855

Diluted (1,000) 63,063 62,860 62,004 61,962 61,855

Number of shares at end of period (1,000) 62,896 62,896 61,962 61,962 61,962

*) Information for 2012 based on the Board of Director’s proposal for dividend.**) Comparatives corrected.


65

4.3 Calculation of Key Indicators

Return on shareholders’ equity (ROE), % *) Result for the period

x 100Shareholders' equity (average)

Return on investment (ROI), % *)(Result before taxes + interest and other financial expenses)

x 100Balance sheet total - interest free liabilities (average)

Equity-ratio, %Shareholders' equity

x 100Balance sheet total - advances received

Gearing, %(Interest-bearing liabilities - cash and cash equivalents)

x 100Shareholders' equity

Earnings per share, EURResult for the period

Adjusted number of shares (average)

Equity per share, EURShareholders' equity

Adjusted number of shares at end of period

Dividend per share, EURDividend payable for the financial year

Adjusted number of shares at end of period

Dividend per earnings, %Adjusted dividend per share

x 100Earnings per share

Effective dividend yield, %Adjusted dividend per share

x 100Adjusted share price at end of period

Price-earnings ratio (P/E), EURAdjusted 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 preceeding financial year.

The Group’s key financial performance indicators have been calculated for the Group’s continuing operations excluding result for the period, return on equity, and earnings per share, which include both continuing and discontinued operations.


66

Shares and Shareholders

67

5. Shares and Shareholders5.1 Shares and Share CapitalDovre Group Plc has one class of shares. Each share entitles the shareholder to one vote. Dovre Group Plc shares are traded in NASDAQ OMX Helsinki Ltd.

On January 1, 2012, Dovre Group Plc’s share capital was EUR 9,603,084.48 and the total number of shares 62,895,751. The share capital and the total number of shares did not change during the financial year.

5.2 Trading and Market CapitalizationIn January – December, 2012, approximately 9.2 (10.1) million Dovre Group shares were traded on the NASDAQ OMX Helsinki Ltd., corresponding to an exchange of approximately EUR 3.9 (4.3) million.

From January 1 to December 31, 2012, the lowest quotation was EUR 0.32 (0.28) and the highest quotation was EUR 0.58 (0.51). On December 31, 2012, the closing quotation was EUR 0.53 (0.34).

The period-end market capitalization was approximately EUR 33.3 (21.4) million.

On December 31, 2012, the number of registered sharehold-ers of Dovre Group Plc totaled 2,927 (2,864) including 8 nominee registers. 0.9 (1.2) % of the Group’s shares are nominee-registered.

5.3 Authorization of the Board of DirectorsThe Annual General Meeting held on March 15, 2012, decided to authorize the Board of Directors to decide on the repurchase of a maximum of 6,200,000 of the Company’s own shares, cor-responding to approx. 9.9% of the Company’s total number of shares. The repurchase authorization is valid until June 30, 2013.

In addition, the Annual General Meeting authorized the Board of Directors to decide on the issuance of shares as well as the issuance of special rights. By virtue of the authorization, the Board is entitled to decide on the issuing of a maximum of 12,400,000 new shares, corresponding to approximately 20% of the Company’s total number of shares. The Board is entitled to decide on the conveying of a maximum 6,200,000 own shares held by the Company. The number of shares to be issued to the Company shall not exceed 6,200,000 including the number of own shares acquired by the Company by virtue of the authoriza-tion to repurchase the Company’s own shares. Additionally, the

Board is authorized to grant special rights entitling to shares. The maximum number of shares to be thus issued is 5,000,000 where-by this maximum number is included in the maximum number of shares noted above. The authorization is valid until June 30, 2013.

The Board did not exercise the authorizations granted by the Annual General Meeting held on March 15, 2012 during the financial year.

5.4 Option RightsIn its meeting on May 27, 2010, the Board of Directors approved the 2010 option plan based on the authorization given by the Annual General Meeting 2007. Under the plan, a total of 2,450,000 stock options are offered for subscription by key personnel. The dilution effect of the stock option plan is less than 4% of the total number of the company’s shares. Each stock option entitles the holder to subscribe for one share in Dovre Group Plc. The 2010 option plan is divided into three series. The number of stock op-tions and the subscription periods and subscription prices, which are based on the final daily ratings in the public trading of the share, are as follows:• A-series: a maximum of 900,000 stock options can be given,

with the subscription price being the average rating in Q1/2010 and the subscription period 1.3.2012 - 28.2.2015

• B-series: a maximum of 775,000 stock options can be given, with the subscription price being the average rating in Q1/2011 and the subscription period 1.3.2013 - 28.2.2016

• C-series: a maximum of 775,000 stock options can be given, with the subscription price being the average rating in Q1/2012 and the subscription period 1.3.2014 - 28.2.2017

The subscription period for Dovre Group Plc’s 2010A option plan begun on March 1, 2012. No shares were subscribed for with the option rights during the financial year.

During the financial year, the Group granted a total 825,000 options under the 2010C option plan. A total of 150,000 options granted under the 2010B option plan and 75,000 options granted under the 2010C option plan were returned to the company.

At the end of the financial year, a total of 2,450,000 options were outstanding under the 2010 option plan. The company has in reserve 750,000 of these.

5. Shares and Shareholders

Option rights issued under the 2010 option plan are as follows:

SUBSCRIPTION PERIOD2010

SUBSCRIPTION PRICE EUR

NUMBER OF OPTIONS

NUMBER OF SHARES

A March 1, 2012 – February 28, 2015 0.33 900,000 900,000

B March 1, 2013 – February 28, 2016 0.47 775,000 775,000

C March 1, 2014 – February 28, 2017 0.38 775,000 775,000

Total 2,450,000 2,450,000

Remaining December 31, 2012 2,450,000 2,450,000

Of which in reserve 750,000 750,000

68

5.5 LARGEST SHAREHOLDERS AS OF DECEMBER 31, 2012

SHAREHOLDER SHARES % HOLDING

1 Etola Erkki 16,900,000 26.9

Etra Capital Oy *) 15,000,000 23.8

Etola Erkki 1,900,000 3.0

2 Koskelo Ilari 4,372,286 7.0

Koskelo Ilari 3,072,286 4.9

Navdata Oy **) 1,300,000 2.1

3 Sijoitusrahasto Evli Suomi 3,098,320 4.9

4 Mäkelä Pekka 1,982,375 3.2

5 Siik Rauni 1,250,000 2.0

6 Hinkka Petri 1,000,000 1.6

7 Siik Seppo Sakari 900,000 1.4

8 Kefura Ab 845,000 1.3

9 Paasi Kari 765,000 1.2

10 Oy Etsmo Ab 750,121 1.2

11 Virkki Risto 750,000 1.2

12 Ruokostenpohja Ismo 657,967 1.0

13 Schütt Christian 640,000 1.0

14 Manninen Antti 601,500 1.0

Manninen Antti 300,000 0.5

Amlax Oy ***) 301,500 0.5

15 Thominvest Oy 600,000 1.0

16 Hinkka Invest Oy 583,390 0.9

17 Vaajoensuu Hannu 545,000 0.9

Havacment Oy ****) 215,000 0.3

Vaajoensuu Henri ****) 165,000 0.3

Vaajoensuu Petra ****) 165,000 0.3

18 Jokinen Reino 434,050 0.7

19 Olsson Vesa 433,000 0.7

20 Karppinen Sakari 400,490 0.6

20 largest shareholders (total) 37,508,499 59.6

Nominee registered shares (total) 544,293 0.9

Total remaining 24,842,959 39.5

Total 62,895,751 100.0

*) Erkki Etola holds control in Etra Capital Oy. **) Ilari Koskelo, member of Dovre Group’s Board of Directors, holds control in Navdata Oy. ***) Antti Manninen, Vice-Chairman of Dovre Group’s Board of Directors, holds control in Amlax Oy.****) Hannu Vaajoensuu, Chairman of Dovre Group’s Board of Directors, holds control in Havacment Oy. Henri and Petra Vaajoensuu are

Hannu Vaajoensuu’s family members living in the same household with him.


69

5.6 SHARE OWNERSHIP ON DECEMBER 31, 2012

By number of shares owned

SHARESNUMBER OF

SHAREHOLDERS% OF ALL

SHAREHOLDERSTOTAL NUMBER

OF SHARES% OF ALL

SHARES

1–100 194 6.6 12,824 0.0

101–500 604 20.6 224,026 0.4

501–1,000 479 16.4 438,061 0.7

1,001–5,000 924 31.6 2,541,240 4.0

5,001–10,000 287 9.8 2,296,066 3.7

10,001–50,000 316 10.8 7,346,696 11.7

50,001–100,000 50 1.7 3,650,319 5.8

100,001–500,000 56 1.9 11,292,060 18.0

500,001– 17 0.6 35,094,459 55.8

Total 2,927 100.0 62,895,751 100.0

By shareholder category

NUMBER OF SHAREHOLDERS

% OF ALL SHAREHOLDERS

TOTAL NUMBER OF SHARES

% OF ALL SHARES

Private companies 151 5.2 23,697,349 37.7

Financial and insurance institutions 10 0.3 4,256,573 6.8

Public bodies 1 0.0 800 0.0

Non-profit organizations 5 0.2 7,080 0.0

Households 2,712 92.7 33,039,607 52.5

Foreign shareholders 48 1.6 1,894,342 3.0

Total 2,927 100.0 62,895,751 100.0

Nominee registered 8 544,293 0.9

5.7 Holdings of the Board of Directors and managementOn December 31, 2012, the members of the Board of Directors owned a total of 3,380,721 shares, representing approximately 5.4% of all shares and votes. Taking into account ownership through controlled companies and the ownership of under-aged children or family members living in the same household with Board members, the members of the Board of Directors owned

a total of 5,527,221 shares, representing approximately 8.8% of all shares and votes.

The Board members owned a total of 20,000 options rights (2010 option plan) on December 31, 2012.

On December 31, 2012, the CEO of Dovre Group Plc owned a total of 50,000 shares, representing approximately 0.1% of all shares and votes.

NAME NUMBER OF SHARES % OF SHARES NUMBER OF STOCK OPTIONS *)

Hannu Vaajoensuu **) 545,000 0.9 0

Antti Manninen ***) 601,500 1.0 0

Ilari Koskelo ****) 4,372,286 7.0 0

Leena Mäkelä 8,435 0.0 20,000

Ossi Pohjola 0 0.0 0

Board total 5,527,221 8.8 20,000

Jan-Erik Mielck (CEO) 50,000 0.1 450,000

*) Each option right entitles the holder to subscribe one share. The marking price varies between EUR 0.37 and EUR 0.47 per share.**) Hannu Vaajoensuu holds control in Havacment Oy, which owns a total of 215,000 shares. Hannu Vaajoensuu’s under-aged child and

a family member living in the same household own a total of 330,000 shares.***) Antti Manninen holds control in Amlax Oy, which owns a total of 301,500 shares.****) Ilari Koskelo holds control in Navdata Oy, which owns a total of 1,300,000 shares.


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6. Signatures for Financial Statements Helsinki, February 13, 2013

Hannu Vaajoensuu Antti Manninen Chairman of the Board of Directors Vice Chairman of the Board of Directors

Ilari Koskelo Leena Mäkelä Member of the Board of Directors Member of the Board of Directors

Ossi Pohjola Jan-Erik Mielck Member of the Board of Directors CEO

Auditor’s statement Based on an audit, an opinion is expressed on these financial statements and on corporate governance on this date.

Helsinki, February 13, 2013 ERNST & YOUNG OY Authorized Public Accountants Mikko Järventausta Authorized Public Accountant

6. Signatures for Financial Statements

71

Corporate Governance Statement 2012

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7. Corporate Governance Statement 2012

This Corporate Governance Statement has been composed in ac-cordance with Recommendation 54 of the Finnish Corporate Gov-ernance Code of the Finnish Securities Market Association, and Chapter 7, Section 7 of the Finnish Securities Market Act. The Finn-ish Corporate Governance Code can be found on the Association’s website, www.cgfinland.fi. The Corporate Governance Statement is issued separately from the company’s annual report.

General PrinciplesDovre Group’s parent company, Dovre Group Plc, is a public limit-ed company registered in Finland and domiciled in Espoo, Finland. In its decision-making and governance, Dovre Group complies with the company’s Articles of Association, the Finnish Companies Act, and other applicable legislation. In addition, and with the ex-ceptions covered in these principles, the company complies with the recommendations of NASDAQ OMX Helsinki Ltd, the Central Chamber of Commerce of Finland, and the Confederation of Finnish Industries EK concerning corporate governance as well as NASDAQ OMX Helsinki Ltd’s Guidelines for Insiders. Dovre Group’s subsidiaries comply with local legislation.

Dovre Group complies with the Finnish Corporate Govern-ance Code issued by the Finnish Securities Market Association with the following exception: The Board of Directors does not have any designated board committees. The establishment of committees has not been deemed necessary due to the size of the company and the Board.

Dovre Group’s Corporate Governance Statement is also avail-able on the company’s website at www.dovregroup.com.

Dovre Group’s Governing BodiesThe General Meeting of Shareholders, the Board of Directors, and the CEO are responsible for the management of Dovre Group. Their tasks and responsibilities are determined in accordance with the Finnish Companies Act. The CEO, assisted by the Group’s Ex-ecutive Team, is responsible for the Group’s operational manage-ment.

General Meeting of ShareholdersDovre Group’s supreme decision-making body is the General Meeting of Shareholders. The Annual General Meeting of Share-holders is organized once a year on a date set by the Board of Directors and must be held within six months of the end of the financial period. The Board of Directors may convene an Extraor-dinary General Meeting when necessary. In accordance with the Articles of Association, the General Meeting is to be held in Espoo, or in Helsinki or Vantaa. Notice of the Annual General Meeting and a proposal of the agenda are released as a stock exchange bulletin 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 DirectorsDovre Group’s Board of Directors is responsible for the adminis-tration and the proper organization of the company’s operations. The Board supervises the company’s operations and manage-ment, and decides on significant matters concerning the compa-ny’s strategy, organization, financing, and investments. The duties and responsibilities of the Board are determined in accordance with the company’s Articles of Association and the Finnish Com-panies Act. The Board prepares an annual charter that specifies the Board’s meeting procedures and duties.

The Board’s main duties include the following:• To assume responsibility for tasks specified as obligatory for the

Board of Directors by the Finnish Companies Act, the Articles of Association, or elsewhere

• To approve the Group’s strategy and objectives• To approve the Group’s values and ethical principles• To approve the Group’s management system and organization-

al structure• To approve annual business plans and changes to it, if any• To approve internal control and risk management policies and

enforce them• To approve interim reports, financial statements, and the annual

report• To assume responsibility for communications related to finan-

cial market outlook and guidance• To approve the Group’s financial policy• To assume responsibility for the development of the Group’s

market value and specify dividend policy• To approve business acquisitions and divestments and signifi-

cant individual investments and contingent liabilities• To approve the company’s incentive system and policy• To appoint and discharge employees reporting directly to the

CEO and decide on their terms of employment and remunera-tion

• To decide on the appointment of the deputy to the CEO• To assume responsibility for CEO’s succession planning• To decide on the establishment of new legal entities• To assume responsibility for the development of the company’s

corporate governance• To review the operations of the Board of Directors annually• To review the CEO’s performance and to provide feedback

In accordance with the Articles of Association, the Board has a minimum 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


http://www.cgfinland.fi

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the member and expires at the end of the first Annual General Meeting following the election. The Articles of Association do not specify an upper age limit for or the maximum number of terms of office of Board member, and place no other restrictions on the authority of the General Meeting to elect members to the Board. The Board selects a Chair and a Vice-Chair from among its mem-bers, and the Board is deemed to have a quorum present when more than half of its members are present.

In addition to matters to be resolved, the Board, in its meet-ings, is provided with current information on the Group’s opera-tions, financial situation, and risks.

The Board convenes once a month according to an agreed schedule. The Board may convene more often if necessary. Min-utes are kept for all meetings.

CEOThe Board of Directors appoints the CEO. The CEO is responsible for the management of the company’s business operations and governance in accordance with the Articles of Association, the Finnish Companies Act, and the instructions given by the Board. The CEO is assisted by the Executive Team.

Executive TeamThe Group’s Executive Team is appointed by the Board of Direc-tors. The Executive Team assists the CEO in the operative manage-ment of the company, prepares items for the Board and the CEO, and plans and monitors the operations of the business units. The Executive Team convenes at least once a month. The CEO acts as Chairman of the Executive Team.

Internal AuditThe Group’s internal audit assesses and ensures the sufficiency and effectiveness of the Group’s internal control. It also assesses the efficiency of the Group’s various business processes, the suf-ficiency of the Group’s risk management procedures, and compli-ance with internal guidelines. The Board of Directors is responsi-ble for internal audit. The Group’s CFO coordinates the Group’s internal audit.

External AuditAccording to the Articles of Association, Dovre Group has a mini-mum of one (1) and a maximum of two (2) auditors certified by the Finnish Central Chamber of Commerce (Authorized Public Ac-countants). Should the General Meeting appoint only one princi-pal auditor and should this auditor not be an audit corporation, or should the General Meeting deem it otherwise necessary, the General Meeting may choose to appoint a minimum of one and a maximum of two deputy auditors. The term of the auditors ex-pires 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 report to the Board of Directors on the ongoing auditing of administration and operations.

Internal Control and Risk Management Systems Pertaining to Financial ReportingThe purpose of internal control is to support the implementation of the Group’s strategy and to ensure that the Group complies with all relevant official regulations. The Group’s internal control framework is based on the Dovre Group Authorization Matrix. The matrix specifies the authority and the responsibilities of the management and is approved by the Board. The highest supervi-sory body of the Group’s internal control is the Board. The imple-mentation of internal control measures is primarily supervised by the CEO and CFO, who report to the Board.

The ultimate responsibility for accounting and financial ad-ministration 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 sys-tem. 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 Executive Team on the Group’s financial situation and devel-opment.

The goal 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 Internal Audit SystemThe 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 risks involved in the company’s operations and to make sure that these risks are appro-priately accounted for when making business decisions.

Risk management supports the achievement of strategic goals and seeks to ensure the continuity of business operations. The Group takes risks that are a natural part of its strategy and ob-jectives. The Group is not ready to take risks that might endanger the continuity of its operations, risks that are uncontrollable, or risks that may significantly harm the Group’s operations.

In accordance with Dovre Group’s risk management proce-dures, 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. The most significant risks that have come to the Board’s knowledge in 2012 pertain to maintaining the Group’s competitiveness in the changing market situation, global frame agreements, new market openings, key personnel, IT systems, and the effects of foreign exchange rate fluctuations.


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Risk AssessmentThe goal of financial reporting is to ensure that all assets and lia-bilities in the financial statements belong to the company; that all rights and liabilities of the company are presented in the financial statements; that items in the financial statements have been clas-sified, disclosed, and described correctly; that assets, liabilities, in-come, and expenditure are entered in the financial statements at the correct amounts; that all transactions during the reporting peri-od are included in the accounts; that transactions entered in the ac-counts are factual transactions; and that assets have been secured.

The company’s risk management process includes an annual identification and analysis of risks pertaining to financial reporting. In addition, risk assessment aims analyze and report all new risks immediately as soon as they have been identified. Taking into ac-count the quality and extent of the Group’s business operations, the most significant risks pertaining to the reliability of financial reporting relate to revenue recognition, bad debt provision, im-pairment testing (including goodwill), and tax reporting.

Control FunctionsThe correctness and reliability of financial reporting are ensured through compliance with Group policies and guidelines. Control functions that ensure the correctness of financial reporting in-clude controls related to accounting transactions, the selection of and compliance with the accounting principles, information sys-tems, and fraud controls.

Revenue recognition is supervised by the CFO and is based on the required sale and delivery documents.

The Group’s bad debt provision is reviewed quarterly. Bad debt calculations are based on the ageing 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 the estimated change rates of net sales and costs. In addition, indications of impairment are continuously monitored. If indications of impairment are detected, a separate testing is performed. In calculating the company-specific deferred tax assets, the effective tax rate of each country is applied. De-ferred tax assets have not been recognized for the Group’s losses as it has been estimated that a future use of the losses is not prob-able in near future.

The performance of business operations and attainment of annual goals is assessed monthly in Executive Team and Board meetings. Monthly management and Board reporting includes both the actual and the estimated results compared to the tar-geted and the actual results of previous periods. Financial reports generated for the management are used for monitoring certain key indicators associated with the development of sales, profit-ability, and trade receivables on a monthly basis.

In accordance with its business strategy, Dovre Group may complement its organic growth with business acquisitions. In making acquisitions, the Group follows due diligence and utilizes its internal and external competence in the planning phase (e.g. due diligence), takeover phase, and when integrating acquired functions into the Group’s operations.

CommunicationThe goal 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 budget-ing and forecasting. The Group’s financial administration distrib-utes, on a regular basis, information on processes and procedures pertaining to financial reporting. Internal control tasks are carried out in accordance with this information. Financial administration also arranges targeted training for the organization’s personnel on the procedures associated with financial reporting and changes in them, if necessary. The Group’s investor relations maintains, in co-operation with the Group’s financial administration, the guidelines on the disclosure of financial information, including, for example, the communication responsibilities of a publicly listed company.

MonitoringMonitoring refers to the process of assessing Dovre Group’s in-ternal 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 sup-plier audits carried out by customers. The Group’s management monitors internal control as part of its day-to-day management. The 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 and control. 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 an-nual financial reporting. The most significant observations and rec-ommendations of the audit are reported to the Board of Directors.

Insider AdministrationDovre Group’s insider guidelines comply with the NASDAQ OMX Helsinki Guidelines for Insiders effective as of October 9, 2009. The insider guidelines forbid insiders, including persons under their guardianship and companies where they exercise control, to trade in shares or option rights issued by the company during the period from the closing date of an interim or annual account-ing period to the date of publication of the interim report or fi-nancial statements release for that period. The minimum period concerned (so-called “closed window”) is always four (4) weeks prior to the date of publication of an interim report or financial statements release.

The Group’s public insider register includes members of the Board of Directors, CEO, members of the Executive Team, the sec-retary of the Board of Directors, and the auditor in charge of the company of public accountants. In addition, the Group maintains a company-specific insider register that includes those employees who regularly receive insider information through their work. Per-sons, who are involved in acquisitions or other projects that have an effect on the valuation of the Group’s shares, are considered project-specific insiders and are subject to a temporary trading suspension.


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The Board of Directors is responsible for the guidance and supervision of insider issues and also establishes project-specific insider registers, if necessary. The CFO is responsible for the com-pany’s permanent insider register. The insider register of Dovre Group Plc is maintained by Euroclear Finland Ltd. (previously the Finnish Central Securities Depository Ltd.). The up-to-date share-holdings of the insiders can be seen in Euroclear Finland Ltd.’s cus-tomer service point in Helsinki, Finland (Urho Kekkosen katu 5 C). The company also maintains a list of insiders on its website.

CompensationThe Annual General Meeting decides on the compensation of the Board of Directors. The Board decides on the terms and conditions of the employment of the CEO, specified in writing. The compensation principles of the key management are set by the Board. The Board annually approves the personnel incentive scheme. Management compensation is based primarily on the operating result and the net sales of the unit in question.

The Board decides on the compensation paid to the CEO and the Executive Team. The compensation of the management of the Group’s business areas is based on the so-called one-over-one principle whereby the compensation decision must be approved by the supervisor of the employee’s direct supervisor.

Corporate Governance in 2012

General Meeting of the ShareholdersThe Annual General Meeting was held in Helsinki on March 15, 2012

Board of DirectorsThe Annual General Meeting elected five (5) members to the Board of Directors. The Chairman of the Board is Hannu Vaajoen-suu and the Vice Chairman Antti Manninen. The other members of the Board are Ilari Koskelo, Leena Mäkelä, and Ossi Pohjola. In 2012, the Board convened 17 times, with an attendance rate of 97%.

The Annual General Meeting held on March 15, 2012, decided that the Chair of the Board be paid EUR 35,000, Vice Chair EUR 25,000, and other members of the Board EUR 22,000 for the term which will last to the next annual general meeting in 2012. The remuneration to such members of the Board, who are employed by the Company, is EUR 11,000 per term. The compensation is paid quarterly. Actual travelling expenses are remunerated.

On December 31, 2012, according to the register maintained by Euroclear Finland Ltd, members of the Board held, either in per-son and/or through a company or a family member, the following number of shares in Dovre Group Plc: Hannu Vaajoensuu 545,000; Antti Manninen 601,500; Ilari Koskelo 4,372,286; Leena Mäkelä 8,435; and Ossi Pohjola 0. Leena Mäkelä has also been granted 20,000 option rights under the company’s 2010 B-series. The mark-ing price is EUR 0.47.

CEOJan-Erik Mielck serves as Dovre Group’s CEO.

The Board decides on the terms and conditions of employ-ment of the CEO, specified in writing. Based on the terms and con-ditions of employment of the CEO, Jan-Erik Mielck’s compensation consists of an annual salary of EUR 198,000 (including holiday pay,

and car and phone benefits), a performance-based bonus decided by the Board, and a life insurance. The contract includes pension benefits pursuant to the Employees’ Pensions Act (TyEL). The con-tract does not specify the CEO’s retirement age. Should the com-pany decide to terminate the employment contract, in addition to the salary for the period of notice, the CEO is entitled to a severance pay equivalent of 12 months’ salary including fringe benefits.

The CEO’s bonus is based on the company’s, or its individual units’, performance and profitability or on the successful comple-tion of organizational measures. These objectives are specified half-annually. The CEO’s bonus may not exceed EUR 112,500 over 12 months. In 2012, this maximum has been raised in proportion to the exact number of months of employment in 2011 for which the current CEO was not paid bonus in 2011.

In accordance with the CEO’s terms of contract, the CEO has been granted:• On October 1, 2011, 75,000 option rights under the 2010 A-series

option plan (marking price EUR 0.33).• On October 1, 2011, 75,000 option rights under the 2010 B-series

option plan (marking price EUR 0.47).• On February 14, 2012, 300,000 option rights under the 2010 C-

series option plan (marking price EUR 0.38).

Based on the information obtained from Euroclear Finland Ltd., on December 31, 2012, Dovre Group’s CEO Jan-Erik Mielck held 50,000 shares in Dovre Group Plc.

Executive TeamExecutive Team’s remuneration consists of total salary (including salary in money and fringe benefits, i.e. car and phone) as well as long- and short-term incentives. Short-term incentives include a half-yearly performance-based bonus decided by the Board. Long-term incentives include option plans, to which all members of the Executive Team are entitled. The Board decides on option plans. In 2012, the Group granted option rights under its 2010C option plan to members of the Executive Team. The Group has not taken out any additional pension insurance for the members of the Executive Team.

The Board approves half-yearly the terms and criteria of the Executive Team’s short-term incentives (or bonuses). The bonus is 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 Executive Team may have either individual or team objectives. Excluding the CEO, the annual bonus of a member of the Executive Team is maximum 52% of the member’s annual base salary.

In 2012, members of the Executive Team were Jan-Erik Mielck (CEO), Mike Critch (EVP, Project Personnel) until April 23, 2012, Arve Jensen (EVP, Project Personnel), Heidi Karlsson (CFO), Petri Karlsson (EVP, Consulting), Mikko Marsio (SVP, Business Development) since March 5, 2012, and Juha Pennanen (Managing Director, Software).

In 2012, the total salaries and benefits of the Executive Team members were EUR 883,000, excluding the CEO. Performance bo-nuses totaled EUR 155,000.

Based on the information obtained from Euroclear Finland Ltd., on December 31, 2012, members of the Executive Team, ex-cluding the CEO, held 92,500 shares in Dovre Group Plc.


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Shareholdings and options of Dovre Group’s public insiders on December 31, 2012

PUBLIC INSIDER SHARES OPTIONS

Critch Michael *) 200,000 120,000

Jensen Arve 33,000 245,000

Järventausta Mikko 0 0

Karlsson Heidi 30,000 245,000

Karlsson Petri 0 155,000

Koskelo Ilari 4,372,286 0

Manninen Antti 601,500 0

Marsio Mikko 0 75,000

Mielck Jan-Erik 50,000 450,000

Mäkelä Leena 8,435 20,000

Pennanen Juha 29,500 135,000

Pohjola Ossi 0 0

Vaajoensuu Hannu 545,000 0

*) Member of the Executive Team and public insider until April 23, 2012

External AuditIn 2012, the Group’s auditor was Ernst & Young Ltd., Authorized Public Accountants, with Mikko Järventausta, A.P.A. as the principal auditor.

Dovre Group’s Corporate Governance Statement 2012 has been approved by the Board of Directors in its meeting on February 13, 2013 and has been given separately of the Report of the Board of Directors.

Members of the Board

Hannu Vaajoensuu b. 1961, MBAMember of the Board since March 31, 2009Basware Oyj: Chairman of the Board 2005–present

Key employment:

Basware Oyj: CEO 1999–2004, Director

1990–1999, Consultant 1987–1990

Key positions of trust:

Chairman of the Board: Basware Oyj,

Havactment Oy, Nervogrid Oy

Vice chairman of the Board: Comptel Oyj

Member of the Board: Inventure Oy,

Movenium Oy, Profit Software Oy,

XMLdation Oy, The Federation of Finnish Tech-

nology Industries

Antti Manninenb. 1961, MBAMember of the Board since February 26, 2008Investor and board professional

Key employment:

Rio Group Oy: Chairman of the Board 1998–pre-

sent; Megavision S.A. Ltd.: Investment Manager

1993–1998; Basware Oy: Researcher 1991–1992


Chairman of the Board: Rio Group Oy

Member of the Board: Fenno Kvantum Oy,

Event Management Group Oy

Ilari Koskelob. 1959, M. Sc., MBA, B. Sc.Member of the Board since February 28, 2008Navdata Oy: Managing Director

Key employment:

Navdata Oy: Managing Director and founder; Javad

Positioning Systems Inc. and Global Satellite Solu-

tions Inc.: Founder;

Geo/Hydro Inc.: Project Manager


Chairman of the Board: Navdata Oy

Leena Mäkeläb. 1973, M. Sc.Member of the Board since March 31, 2009Dovre Group Oyj: Consultant

Key employment:

Artemis Finland Oy / Proha Oyj: Product Man-

ager, Project Manager, Consultant 1997–2008

Ossi Pohjola b. 1957, B. Sc.Member of the Board since March 15, 2012Board professional

Key employment:

Oracle: Director, Consulting (Europe) 1993–2002;

Andersen Consulting: Country managing part-

ner 1988–1993


Chairman of the Board: Valopaino Oy,

Qentinel Oy

Member of the Board: Insta Group Oy,

Plastex Oy Ab, Sininen Meteoriitti Oy,

Trusteq Oy

Information includes also ownership through controlled companies and the ownership of under-aged chil-dren and/or family members living in the same household with public insiders.


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8. Auditor’s report

To the Annual General Meeting of Dovre Group PlcWe have audited the accounting records, the financial state-ments, the report of the Board of Directors, and the administra-tion of Dovre Group Plc for the year ended 31 December 2012. The financial statements comprise the consolidated statement of financial position, statement of comprehensive income, state-ment of changes in equity and statement of cash flows, and notes to the consolidated financial statements, as well as the parent company’s balance sheet, income statement, cash flow state-ment and notes to the financial statements.

Responsibility of the Board of Directors and the Managing DirectorThe Board of Directors and the Managing Director are responsi-ble for the preparation of consolidated financial statements that give a true and fair view in accordance with International Finan-cial Reporting Standards (IFRS) as adopted by the EU, as well as for the preparation of financial statements and the report of the Board of Directors that give a true and fair view in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The Board of Directors is responsible for the appropri-ate arrangement of the control of the company’s accounts and finances, and the Managing Director shall see to it that the ac-counts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.

Auditor’s ResponsibilityOur responsibility is to express an opinion on the financial state-ments, on the consolidated financial statements and on the re-port of the Board of Directors based on our audit. The Auditing Act requires that we comply with the requirements of profession-al ethics. We conducted our audit in accordance with good audit-ing practice in Finland. Good auditing practice requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the report of the Board of Directors are free from material misstatement, and whether the members of the Board of Directors of the parent company or the Managing Director are guilty of an act or negligence which may result in liability in damages towards the company or have violated the Limited Liability Companies Act or the articles of as-sociation of the company.

An audit involves performing procedures to obtain audit evi-dence about the amounts and disclosures in the financial state-ments and the report of the Board of Directors. The procedures selected depend on the auditor’s judgment, including the assess-

ment of the risks of material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements and report of the Board of Directors that give a true and fair view in order to design audit procedures that are appro-priate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of account-ing policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presenta-tion of the financial statements and the report of the Board of Directors.

We believe that the audit evidence we have obtained is suf-ficient and appropriate to provide a basis for our audit opinion.

Opinion on the consolidated financial statementsIn our opinion, the consolidated financial statements give a true and fair view of the financial position, financial performance, and cash flows of the group in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.

Opinion on the company’s financial statements and the report of the Board of DirectorsIn our opinion, the financial statements and the report of the Board of Directors give a true and fair view of both the consolidat-ed and the parent company’s financial performance and financial position in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The information in the report of the Board of Directors is consistent with the information in the finan-cial statements.

Helsinki, 13 February 2013

Ernst & Young OyAuthorized Public Accountant Firm

Mikko JärventaustaAuthorized Public Accountant

Ernst & Young Oy, Elielinaukio 5 B, 00100 Helsinki

8. Auditor’s report

Translation

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Dovre Group OyjUnioninkatu20-2200130Helsinkitel.+358-20-4362000www.dovregroup.com

AUSTRALIADovre Australia Pty Ltd.

BrisbaneLevel9,97CreekStreetBrisbane,Queensland4000 Australiatel.+61-7-32211170

Perth91HighStreetFremantle 6160Western Australiatel.+61-8-93367606

CANADADovre Canada Ltd.

St.John’sBox69,AtlanticPlace,Suite606215 Water StreetSt.John’s,NL,CanadaA1C6C9tel.+1-709-7542145

CalgarySuite1205,HanoverBuilding101–6thAveS.W.Calgary,AB,CanadaT2P3P4tel.+1-403-2693119

FINLANDDovre Group Oyj

EspooMaapallonkuja1A02210Espootel.+358-20-4362000

LahtiPatometsänkatu415610Lahtitel.+358-20-4362000

NORWAYDovre Group AS

OsloInkognitogaten36,4.etg.0256 Oslotel.+47-40-005900

StavangerLøkkeveien994001 Stavangertel.+47-40-005900

Safran Software Solutions ASLøkkeveien994001 Stavangertel.+47-40-005900

RUSSIALLC Dovre Group

8BMilitseyskayaStreetRoom209,Sakh-WestBuildingYuzhno-Sakhalisnk693000SakhalinskayaOblastRussiatel.+7-4242-452414

SINGAPOREDovre Asia Pte. Ltd.

45 Cantonment RoadSingapore 0890748tel.+65-62241088

SWEDENDovre Group AB

Wallingatan 38, 1. tr.POBox82710136Stockholmtel.+46-8-7113300

USDovre Group Inc.

11000RichmondAve.Suite 580Houston,Texas77042tel.+1-713-5742021

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