Komplett : Appendix to items 4, 7 and 13 - Annual and sustainability report

ANNUAL REPORT 2022

CONTENTS | KOMPLETT GROUP IN BRIEF | CEO'S LETTER | BUSINESS SEGMENTS | BOARD AND MANAGEMENT | BOARD OF DIRECTORS' REPORT | CORPORATE GOVERNANCE | SUSTAINABILITY | FINANCIAL STATEMENTS | CONTACT

| CONTENTS
Contents	2
Komplett Group in brief	4
CEO's letter	8
Business segments	12
Board and management	18
Board of directors' report	27
Corporate governance	40
Sustainability	48
Financial statements	114

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KOMPLETT ASA ANNUAL REPORT 2022

KOMPLETT ASA ANNUAL REPORT 2022

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CONTENTS | KOMPLETT GROUP IN BRIEF | CEO'S LETTER | BUSINESS SEGMENTS | BOARD AND MANAGEMENT | BOARD OF DIRECTORS' REPORT | CORPORATE GOVERNANCE | SUSTAINABILITY | FINANCIAL STATEMENTS | CONTACT

| AN ONLINE-FIRST ELECTRONICS CHAMPION OF THE NORDICS

Komplett Group is the largest online first electronics retailer in the Nordic area and offers its customers one of the market's broadest selections of consumer electronics and business solutions. The group operates an efficient and scalable business model and is widely recognised for having an industry leading cost position.

| LEADING SAME-DAY AND LAST-MILE SERVICE

Through its well-known brands Komplett, NetOnNet, Webhallen and Itegra, the group is serving customers in the B2C, B2B and distribution segments. Building on decades of knowhow, expertise and deep customer commitment, the group enjoys industry leading customer satisfaction and a loyal and growing customer base. Our customers are served from ten webshops,

17 physical stores and 30 complementary self-service, logistics and warehouse shops. With its flexible logistics and delivery platform, the group is at the forefront when it comes to same-day delivery and last-mile ser-

vice from its warehouses in Sandefjord, Norway, and Stockholm and Borås, Sweden.

The group employed an average of 1 955 employees throughout the year 2022. The average number of full- time equivalents (FTEs) was 1 251. These figures include the employees of Ironstone.

Komplett ASA is headquartered in Sandefjord, Norway and listed on the Oslo Stock Exchange.

Same day delivery	Same day delivery
NORWAY	SWEDEN
>40%	>50%
Same + next day delivery	Same + next day delivery
NORWAY	SWEDEN
>90%	>90%

● Central fulfillment

| OUR VISION

| OUR MISSION

| OUR VALUES

● NetOnNet local fullfilment

TO BE "THE OBVIOUS CHOICE"	To develop complete solutions
This expresses how Komplett Group	that MAKE LIFE SIMPLER.
would like to be perceived and
where we are heading. Our vision
provides guidance and energy.
Each and every day, we strive to be
"the obvious choice" for customers,
suppliers and employees, and for
the community around us.

Our values are fundamental to our corporate culture. Our values tell us how to work, how to treat each other, and how we are perceived by the world around us.

PRECISION Keep our promises, meet deadlines, keep up, be clear and accurate. Have respect

for and confidence in each other.

SIMPLICITY Think smart, find simple solutions. Make life easier for our customers and ourselves.

ENTHUSIASM Get involved and wish each other well. Create enthusiasm and gain pleasure from our work.

Distribution centres located in the most densely populated areas in Norway and Sweden

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KOMPLETT IN BRIEF

KOMPLETT ASA ANNUAL REPORT 2022

KOMPLETT ASA ANNUAL REPORT 2022

KOMPLETT IN BRIEF

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CONTENTS | KOMPLETT GROUP IN BRIEF | CEO'S LETTER | BUSINESS SEGMENTS | BOARD AND MANAGEMENT | BOARD OF DIRECTORS' REPORT | CORPORATE GOVERNANCE | SUSTAINABILITY | FINANCIAL STATEMENTS | CONTACT

| HIGHLIGHTS & KEY FIGURES

			REVENUES BY COUNTRY
			DENMARK
			2%
NetOnNet	Cash flow	SWEDEN	Revenues 2022	NORWAY
Synergies	from operations of	NOK 14.6
48%	50%
on track	NOK 1.1 billion		billion
			REVENUES BY SEGMENT
			DISTRIBUTION
			22%
Material	Industry-
inventory	leading	B2B	Revenues 2022	B2C
improvement	cost position	NOK 14.6
11%	67%
			billion
KEY FIGURES KOMPLETT GROUP*
Amounts in NOK million			2022	2021
Operating revenue			14 618	11 043
Growth (%)			32.4%	11.9%
Gross profit			1 794	1 462
Gross margin (%)			12.3%	13.2%
Operating expenses (ex dep) (adj.)			(1 451)	(945)
Depreciation and amortisation			(256)	(129)
Total operating expenses (adj.)			(1 707)	(1 074)
Operating cost percentage (adj.)			(11.7%)	(9.7%)
EBIT (adj.)			87	388
EBIT margin (adj.) (%)			0.6%	3.5%
One-off cost			(80)	(19)
EBIT			6	369
Net financials			(104)	(22)
Profit before tax, continued operations			(98)	347
Profit for the period			(32)	300

• Definitions of alternative performance measures (APM) can be found on page 168 of this report. NetOnNet has been consolidated into the Komplett Group's financial statements as of 1 April 2022.

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KOMPLETT IN BRIEF

KOMPLETT ASA ANNUAL REPORT 2022

Komplett was established in Sandefjord, Norway in 1991. In 1996 we introduced e-commerce to the Norwegian market by establishing the online platform and webshop "Komplett.no". We are a pioneer within online retail and have a particular heritage for consumer electronics and gaming products.

Key milestones from our establishment in 1991:

2022:

• Market position doubled following combination with NetOnNet

2021:

• Komplett ASA listed on Oslo Stock Exchange

2013:

• Webhallen becomes a part of the Komplett Group

2011:

• Canica acquires 100 per cent of Komplett ASA and the Company is delisted from Oslo Stock Exchange.
• NetOnNet delisted by SIBA Invest

2000:

• Komplett ASA listed at Oslo Stock Exchange NetOnNet AB listed at Stockholm Stock Exchange

1999:

• Itegra, NetOnNet and Webhallen established

1998:

• Norek and Komplett merged

1996:

• Launch of online retail with Komplett.no

1991:

• Establishment of Norek AS

KOMPLETT ASA ANNUAL REPORT 2022

OPERATING REVENUE

NOK million ■ ex. NetOnNet	■ NetOnNet		14 618
			11 043	9 834
		9 866
6 697	7 543
				4 784
2018	2019	2020	2021	2022

GROSS PROFIT

■ Gross profit (NOK million)	■ Gross margin (%)	1 794
		1 318	1 462
837	960
	13.4%
		13.2%
12.5%	12.7%			12.3%
2018	2019	2020	2021	2022

OPERATING COST LEADERSHIP

Per cent

■ Operating cost ■ Adjusted for M&A

13.5%¹	12.1%
			11.7%
		10.6%
		9.7%
			9.6%	10.3%
2018	2019	2020	2021	2022

EBIT

■ EBIT adjusted (NOK million)	■ EBIT adjusted (%)
							3.5%
					2.8%
						388
			0.6%			276			0.6%
(1.1%)
								87
	48
	(71)
2018		2019		2020	2021	2022

1) Figures for 2018 have been restated.

KOMPLETT IN BRIEF

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CONTENTS | KOMPLETT GROUP IN BRIEF | CEO'S LETTER | BUSINESS SEGMENTS | BOARD AND MANAGEMENT | BOARD OF DIRECTORS' REPORT | CORPORATE GOVERNANCE | SUSTAINABILITY | FINANCIAL STATEMENTS | CONTACT

CHIEF EXECUTIVE OFFICER:

| A MUCH STRONGER POSITION

Marking my first official letter as the CEO of Komplett Group, I would like to start by acknowledging the tremendous effort and amount of work that has gone into strengthening the group's position in 2022.

The past year was no easy period for the retail industry, and I am impressed by the many different workstreams that have come together. Despite lower consumer confidence throughout 2022, the group made bold decisions and acquired NetOnNet in February 2022. The combination of two strong brands has cemented Komplett's position in the market as a leading online-first electronics platform in the Nordics and doubled our market share. Moving forward, we remain committed to realising the transaction's significant cost synergies of at least NOK 200 million on an annual basis.

In 2022, the retail industry experienced the effects of overfilled warehouses and corresponding price pressure across the industry. Komplett acted swiftly in response to the inventory build-up and successfully reduced its inventory by NOK 600 million during the year. As we neared the end of the year, our inventory position was healthy, and the gross margins have started to recover.

Ahead of the holiday season, we entered a period associated with increased spending. At Komplett, we ramped up campaign activities with the aim of providing our customers with a trusted platform where they gain access to the products they want and need. We are also nearing a replacement cycle where consumers will seek to replace their current technology. Undoubtedly, technology and electronics continue to play a major role in society, and we will always aim to meet our customers' expectations.

The final quarter of the year also represents a time for Komplett where we get to opportunity to give back. In November, we supported Barnekreftforeningen (the Chil- dren's Cancer Association) through a concept named "Gamers against childhood cancer". Through a three-daylive-streaming event, we raised NOK 1.9 million to support Barnekreftforeningen's efforts to help children and young people affected by cancer. Similar initiatives were made in NetOnNet and Webhallen.

Operating in the electronics industry, we are also aware of the need to recycle and reuse electronic components. This is why the group offers programs such as Komplett

"FLEX", Webhallen's "Revive" and NetOnNet's "Byt in" service as part of our initiatives to promote circularity. The aim of these programs is to facilitate the resale of products in the second-hand market.

The group also demonstrated its commitment to running a sustainable and responsible business in 2022 with the launch of its new packaging line. With an internal task force of logisticians and tech enthusiasts, Komplett launched a packaging line reducing the annual usage of plastic by 16-19 tons. This project has also significantly reduced the amount of air being shipped to customers and decreased the number of containers transporting our packages by 390 per year.

We remain committed to our ESG goals and will increase our efforts to reduce our climate footprint. Part of that work includes mapping our emissions and monitoring our progress. Even with our new packaging line, we will continue identifying solutions that will make the transportation of our packages even more efficient. There is no doubt that operating sustainably is high on our agenda, and moving forward, we will work hard to ensure that we continue to run a healthy business that takes care of its people, surrounding community and the environment.

In summary, the group is well-placed to continue building on its strong market position and is entering 2023 in a much stronger position than when it entered 2022.

We have a healthy stock composition with sought-after products and have significantly improved working capital. Between improved inventory and market prices normalising, we are confident that the pressure on our gross margin will begin to alleviate. Though the tepid consumer sentiment is expected to carry on into 2023, we anticipate that the market is nearing a replacement cycle which will initiate higher consumer demand. Going forward, we will continue to build on the strong market position that Komplett has in Norway and Sweden, and to deliver continued good results as well as realising the potential that lies in the acquisition of NetOnNet.

Personally, I am excited to embark on this new chapter and explore the opportunities that lie ahead. Komplett Group is the largest e-commerce player in the Nordics, regardless of industry, with huge opportunities ahead. On this journey, we will have the best customer experi- ences, innovative and sustainable solutions, the lowest cost position, competitive sourcing terms, enabling us to be a very profitable and cash generating company with good returns to our shareholders.

Yours sincerely

Jaan Ivar Semlitsch

CEO Komplett ASA

| THE GROUP IS WELL-PLACED TO CONTINUE BUILDING ON ITS STRONG MARKET POSITION

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CHIEF EXECUTIVE OFFICER

KOMPLETT ASA ANNUAL REPORT 2022

KOMPLETT ASA ANNUAL REPORT 2022

CHIEF EXECUTIVE OFFICER

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