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CBRAIN Annual Report 2025

Feb 19, 2026

3395_rns_2026-02-19_c6adc125-71cb-4362-9497-bfdd4ab6bba8.pdf

Annual Report

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A Proven Platform Built for Government

cBrain F2® is a fully integrated, commercial off-the-shelf (COTS) software platform built for government. Supporting 100+ government organizations across 5 continents

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Contents

Management review 4
Letter from the CEO 5
Five-year Summary 8
Financial Results 11
Our Business 13
The 2026–2028 Growth Plan 20
Risk Management 27
Shareholder Information 31
Financial Calendar 2026 32
Company Announcements and Press Releases 33
Corporate Governance 35
Board of Directors 39
Sustainability 40
Introduction 41
General information 44
Environmental Information 51
Social Information 58
Governance Information 68
Management Statement 72
Independent Auditor's Report 73
Financials 77
Consolidated Financial Statements 78
Parent Company Financial Statements 103

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Letter from the CEO

cBrain is paving the way for a new type of enterprise software, built for government

cBrain is at a strategic crossroads. Now taking the next step in its long-term journey toward leadership in the large and emerging global market for standard Commercial-Off-The-Shelf (COTS) software for government, cBrain has announced the next growth plan, covering 2026-2028.

In spite of 2025 results, the overall market opportunity and the company ambitions remain unchanged. The 2026–2028 plan focuses on accelerating sustainable growth through scalable sales of standard software, combining a segment-focused go-tomarket approach with a partner-led delivery and scaling model.

Market analysts estimate the global government software market to exceed USD 50b. This market will undergo a significant structural shift, as governments move away from complex, custom-built IT solutions toward standardized platforms and (COTS) standard software.

With the F2 Digital platform, cBrain is paving the way for a new generation of integrated enterprise software, purpose-built for government operations. cBrain believes that integrated standard software for government - easy to configure and designed to support digital transformation at scale - will outperform and replace custom-built solutions and standard products tailored to specific functional areas.

A key milestone for cBrain in 2025 was the completion of full AI enablement. AI is now embedded as a native, production-ready capability across the F2 Digital platform, seamlessly integrated into core workflows and case processes.

This positions F2 as a fully AI-enabled COTS platform for government - driving higher productivity, enhanced decision support, and scalable automation, while preserving standardization, transparency, and regulatory compliance. The completed AI enablement reinforces cBrain's long-term competitive advantage and supports the scalability and margin potential of the 2026–2028 growth plan.

2025 results

In 2025, revenue decreased by 6%, from DKK 268m to DKK 251m, in line with our December 22, 2025, expectation of approximately DKK 250m. The decrease from prior year reflects the volatility associated with cBrain's strategic focus during the 2023–2025 period on building business with large government customers. Characterized by long sales cycles and limited short-term predictability, this focus impacted license revenue in 2025 as several forecasted customer projects were delayed.

While volatility related to large customers affected overall growth, the underlying business based on long-term software subscriptions delivered solid growth of approximately 18%. In 2025, software subscriptions accounted for 66% of total revenue, providing cBrain with a solid financial foundation and strategic flexibility.

cBrain maintains solid earnings, with earnings before tax (EBT) of DKK 56m, corresponding to an EBT margin of 22%. This is above our December 22, 2025, expectation of approximately DKK 45m, corresponding to 18%. The stronger-thanexpected EBT is driving by a combination of accounting-related effects across several items.

The results show a continued strong positive cash flow from operating activities. This enables an increase in dividends and investments in the growth of the company.

Consequently, the Board of Directors proposes a 56% increase in the dividend to DKK 1,00 per share in 2025, up from DKK 0,64 per share in 2024. This corresponds to a total dividend payment of DKK 20m, compared to DKK 13m in 2024.

2025 evolved into a year focused on piloting and preparing for growth

At the beginning of 2025, cBrain allocated investments to support international market development in the USA and Germany. These investments were, however, not fully realized. Instead, 2025 evolved into a year focused on piloting and preparing for a broader go-to-market approach.

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Investments were made in two pilot initiatives targeting selected market segments paperless ministries and environmental permitting - and in piloting collaboration with selected partners as preparation for a partner-led strategy.

This included investments into further developing the F2 ServiceBuilder. The F2 ServiceBuilder is a key enabler for establishing a partner channel. It supports customers in rapid workflow automation while ensuring full data and process sovereignty. In addition, it opens new revenue opportunities across the existing customer base.

While developing the F2 ServiceBuilder, cBrain has also invested in AI technology and, in the near term, expects to announce embedded AI capabilities. This will further strengthen and differentiate the F2 ServiceBuilder offering by providing sovereignty and flexibility, enabling customers to fully control and maintain both their own processes and AI prompts without reliance on external providers.

In parallel, cBrain delivered a number of significant customer projects that further consolidated its market position. This included the delivery of a new national Danish hunting license system serving approximately 200.000 users, as well as going live with more than 4.500 users at Deutsche Rentenversicherung in Germany. In the autumn cBrain signed a contract with Aarhus Municipality, the second largest Danish city, initially supporting 5.000 users with an option to grow to 20.000 users. Also, in 2025 cBrain delivered a complete digital grant management solution supporting Denmark's largest-ever reforestation grant program.

cBrain has announced its strategy plan for 2026–2028

With the completion of the 2023–2025 plan, cBrain now takes the next step in its long-term journey toward leadership in the large and emerging global market for standard (COTS) software for government.

The 2026–2028 plan focuses on accelerating sustainable growth through scalable sales of standard software, driven by selected market segments and a partner-led goto-market model.

The global market opportunity

Market analysts estimate the global government software market to exceed USD 50 billion, driven by continued digitalization at national, regional, and local government levels.

At the same time, the market is expected to undergo a significant structural shift toward standardized platforms and commercially available standard software. This shift toward standard (COTS) software for government represents one of the largest untapped market opportunities of our time.

cBrain intends to capitalize on this opportunity. Over more than 20 years and 600.000 hours, cBrain has invested in building the integrated F2 platform, which is uniquely positioned to serve this emerging market. F2 has been proven with government customers worldwide and building on strong customer references in Denmark and internationally, cBrain aims to take a global leadership position in this new market.

Scaling through standard (COTS) software sales

During the previous growth cycle, 2023–2025, cBrain's primary growth driver was building business with large customers, typically focused on configuring individual solutions. This approach was essential to drive product and technology development, but it is also characterized by long sales cycles and limited predictability, which impacted license revenue in 2025 as forecasted projects were delayed.

Building on early successes and investments made during 2025, including partner collaboration and the piloting of a segment-driven go-to-market approach, cBrain is well prepared to enter the next growth cycle and invest in market and sales development.

The sales strategy is centered around four key objectives:

  • Winning selected global market segments, initially focused on paperless ministries and environmental permitting. Additional segments will be added over time; for example, the contract with Aarhus Municipality – Denmark's second largest municipality - is expected to open a new market segment by positioning F2 as a standard software platform for local government.
  • Accelerating the F2-for-Partners strategy. Over the past two years, cBrain has invested significantly in the F2 ServiceBuilder, which now enables scalable partner-led delivery and global reach without proportional growth in internal capacity.
  • Expanding business across the existing customer base, driven by AI-enabled process automation and sovereignty. Governments are under increasing pressure to improve efficiency and reduce costs, creating a significant opportunity to support customers through the F2 ServiceBuilder. This is further accelerated by embedded AI capabilities and growing demand for sovereignty.

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Establishing a dedicated large-customer unit to continue and further develop work with large strategic customers, building on the pipeline established in recent years and supporting continued product and technology innovation.

Short-term financial outlook

With the 2026–2028 plan, cBrain has initiated market investments and organizational development to support the sales strategy. While investments and organizational changes are expected to impact the business in the short term, cBrain expects to see initial positive effects from these investments made during 2025. Consequently, cBrain forecasts revenue of DKK 275–290m in 2026, corresponding to organic revenue growth of 10–15%, with an EBT margin of 20–25%.

The 2026 forecast is based on revenue growth driven by expansion within selected market segments, working directly and with partners, as well as increased sales to existing customers.

The shift toward partner-led sales is expected to accelerate throughout the 2026– 2028 period as partner training and support structures are further developed.

In parallel, cBrain continues to develop its pipeline of potential large customers. While this represents a significant revenue upside, it is characterized by long sales cycles and limited predictability, as demonstrated by revenue growth of 27% from 2022 to 2023 and a revenue decline of 6% from 2024 to 2025.

Due to this volatility, only limited revenue from new large customer contracts has been included in the short-term financial forecast. Larger contract wins therefore represent upside potential for the 2026 revenue outlook and beyond.

From custom-built systems to a new category of enterprise software for government

While many vendors have focused on developing standard products tailored to specific functional areas, cBrain is pioneering a new category of fully integrated enterprise platforms purpose-built for government.

Similar to the shift decades ago when integrated Enterprise Resource Planning (ERP) systems replaced fragmented financial point solutions, cBrain is paving the way for a new generation of integrated enterprise software for government operations. cBrain believes that integrated standard software for government - easy to configure and designed to support digital transformation at scale - will outperform and replace both custom-built solutions and standard products tailored to individual functional areas.

Government organizations today face substantial transition costs as they modernize operations project by project using traditional custom-built solutions and isolated point systems.

As an alternative, the F2 platform represents a new category of enterprise software purpose-built for government. F2 is a fully digital platform that enables governments to digitize and configure multiple functional areas in parallel - without modifying the standard software - using the no-code F2 ServiceBuilder and the open source Process Library.

The integrated F2 platform delivers out of the box a new type of fully integrated standard (COTS) software for government, covering all core operational needs: services supporting case management and workflows, self-services for citizens and companies, base registries, and mass-operation functionality enabling high-scale processing across large case volumes, communications, and financial operations.

Proven and deployed by government organizations worldwide

cBrain enters the next growth cycle based on a strong customer reference position. Today, the Danish ministries and more than 75 Danish government organizations use F2 as their digital platform.

Internationally, F2 has been successfully deployed by government organizations across five continents, including the Emirates, Germany, Ghana, Guyana, Kenya, Romania, Thailand, the UK, and the USA.

This demonstrates that governments around the world operate according to the same fundamental principles of bureaucracy and that digital government best practices can be successfully reused and adapted internationally.

With the 2026–2028 plan, building on a unique product foundation and a strong customer reference base, cBrain has now taken the next step in a long-term journey toward leadership in the fast-emerging global market for standard (COTS) software for government.

Per Tejs Knudsen, CEO

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Five-year Summary

T.DKK 2025 2024 2023 2022 2021
Income Statement
Revenue 251.256 267.781 239.182 187.924 154.662
Depreciation and amortization -28.792 -24.756 -21.165 -18.853 -19.444
Operating profit (EBIT) 58.727 88.342 85.405 49.379 38.714
Financial items, net -2.412 -2.338 -4.051 -451 275
Earnings before tax (EBT) 56.315 86.004 81.354 48.928 38.989
Profit for the year 43.122 64.815 63.178 38.383 31.006
Financial position
Cash and cash equivalents 41.945 22.256 9.234 2.225 72.181
Trade receivables 30.660 46.962 43.801 40.516 27.576
Total assets 388.880 392.376 340.857 322.693 215.851
Total equity 318.296 288.517 229.180 169.502 134.877
Cash flows
Cash flow from operating activities 88.616 67.924 86.297 62.312 50.231
Cash flow from investing activities -31.918 -47.434 -27.107 -226.443 -20.447
Investments in PPE -6.882 -24.598 -703 -205.494 -957
Cash flow from financing activities -37.008 -7.468 -52.181 94.175 -8.396

Definitions of financial ratios are set out in note 31 to the Consolidated Financial Statements. Amounts are presented in European format.

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Five-year Summary

T.DKK 2025 2024 2023 2022 2021
Financial Ratios
Revenue growth rate -6% 12% 27% 22% 29%
Profit margin (EBIT) 23% 33% 36% 26% 25%
Return on investment (ROI) 14% 22% 24% 15% 18%
EBT margin 22% 32% 34% 26% 25%
Liquidity ratio 246% 208% 125% 104% 303%
Solvency ratio 82% 74% 67% 53% 62%
Return on equity 14% 25% 32% 25% 26%
Stock Market Ratios
Number of shares 1.000 pcs. 20.000 20.000 20.000 20.000 20.000
Book Value per Share (BVPS) 15,91 14,43 11,46 8,48 6,74
Basic EPS 2,16 3,24 3,16 1,92 1,55
Diluted EPS (DEPS) 2,16 3,24 3,16 1,92 1,55
Environmental and Social Data
Average number of employees (FTEs) 203 189 167 152 137
Gender diversity, all employees 39% 40% 43% 43% 44%
Scope 1 & 2 CO2e emissions (tons) 14 13 25 99 65

Definitions of financial ratios are set out in note 31 to the Consolidated Financial Statements. Amounts are presented in European format.

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Financial Results

Revenue

Total revenue for 2025 amounted to DKK 251m, compared to DKK 268m in 2024, representing a decrease of DKK 16m (-6%). The decline was primarily driven by lower license revenue as several forecasted customer projects were delayed.

Software sales totaled DKK 196m, compared to DKK 210m in 2024, representing 78% of total revenue. Software sales continued to constitute the majority of total revenue.

Within software sales 84% consist of subscriptions. Revenue from software subscriptions amounted to DKK 166m in 2025, representing 66% of total revenue. This represents growth of 18% compared to 2024 where software subscription revenue totaled DKK 141m.

Revenue from services amounted to DKK 55m, compared to DKK 58m in 2024, representing a decrease of DKK 3m (-5%).

Revenue in Denmark totaled DKK 181m, compared to DKK 178m in 2024, representing 72% of total revenue, reflecting stable growth.

International revenue amounted to DKK 70m, compared to DKK 90m in 2024, representing 28% of total revenue. The change in international revenue is primarily attributable to timing of license deliveries.

For further details on revenue by segment and geography, see notes 3 and 4 in the Consolidated Financial Statements.

Earnings Before Tax (EBT)

Earnings before taxes in 2025 amounted to DKK 56m, compared to DKK 86m in 2024, representing a decrease of DKK 30m (-35%). The EBT margin is 22%, compared to 32% in 2024.

Taxes

Income taxes for 2025 amounted to DKK 13m, comprising current tax on profits DKK 15m and deferred tax adjustments DKK -2m.

The effective tax rate for 2025 is 23%, compared to 25% in 2024.

REVENUE split by Sales in Denmark and International

Sales in Denmark International sales

REVENUE split by Software and Sales of Services

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Costs and Capitalization

cBrain's cost structure primarily comprises staff costs, business development, travel, and office-related expenditures including depreciation.

Total expenses for 2025 amounted to DKK 195m, compared to DKK 182m in 2024, representing an increase of DKK 13m (+7%). The change is mainly due to growth in employee base and international business development.

An existing lease agreement for office facilities has been extended, resulting in a reclassification from operating expenses to a right-of-use asset. Consequently, external expenses decreased DKK 1m while depreciation increased accordingly DKK 4m which is also a result of increased capitalization of development costs.

Capitalized development costs for F2 software totaled DKK 25m in 2025, compared to DKK 23m in 2024. The capitalized amount primarily consists of salaries and costs directly associated with software development.

Intangible Assets

cBrain's intangible assets comprise capitalized development costs relating to F2 software development. During 2025:

  • DKK 25m was capitalized as software under development, compared to DKK 23m in 2024.
  • Transfers from software under development to released software amounted to DKK 25m, which will be amortized over 5 years.
  • Amortization of released software in 2025 totaled DKK 21m.

For further details, see notes 2 and 13 in the Consolidated Financial Statements.

Property, Plant, and Equipment (PPE)

The total amount for PPE as of December 31, 2025, is DKK 232m, compared to DKK 231m in 2024. The Copenhagen headquarters has a carrying amount of DKK 195m.

The headquarters is held by the 100% owned subsidiary cProperty ApS, with cBrain A/S as the tenant. Lease agreements are recognized in the parent company's balance sheet with a carrying amount of DKK 44m, corresponding to 10 years of discounted lease payments.

Investments in office facilities during 2025 amounted to DKK 6m, compared to DKK 24m in 2024.

Liquidity and Capital Resources

As of December 31, 2025, cash and cash equivalents amounted to DKK 42m, compared to DKK 22m in 2024. Trade receivables totaled DKK 31m.

Management assesses that cash on hand, receivables, and ongoing operational cash flows will adequately cover cash requirements for the next 12 months and beyond.

Debt and Interest Rate Risk

As of December 31, 2025, cBrain holds variable-rate mortgage loans totaling DKK 27m, with repayments of DKK 1m due within 12 months. Interest rates are reviewed semi-annually, and management monitors interest rate risk. cBrain has opted not to fix interest rates as the cost of hedging exceeds the potential benefits.

Shareholders' Equity

Total equity increased to DKK 318m, compared to DKK 289m in 2024. 5.700 ordinary shares were repurchased in 2025. The Annual General Meeting authorizes management to repurchase up to 10% of share capital.

Dividend

The Board of Directors proposes a dividend of DKK 1,00 per share, corresponding to a total payment of DKK 20m, compared to DKK 13m in 2024.

Cash Flows

Cash Flow from Operating Activities: DKK 89m (2024: 68m), reflecting operating performance and changes in working capital and taxes.

Cash Flow from Investing Activities: DKK -32m (2024: -47m), including capitalization of software development projects DKK -25m, investments in office buildings and facilities DKK -6m and capitalized IT hardware: DKK -1m.

Cash Flow from Financing Activities: DKK -37m (2024: -7m), comprising dividends paid DKK -13m and repayment of borrowings DKK -22m.

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F2 drives fast-track and low-risk government IT modernization by replacing custom-built systems with standard COTS software

Imagine… "a government that is efficient and transparent not despite its complexity, but because its complexity is intelligently managed". The cBrain F2® platform turns this into reality: One complete and fully integrated platform – built for government – fast and easy to configure.

Across the world, governments are investing heavily in digital transformation investing into Electronic Case and Document Management (ECDM) systems, workflow systems, and targeted custom-built solutions. While the goals are clear improved efficiency, transparency, and compliance - many countries have discovered that implementation is far more complex than expected.

Denmark achieved a breakthrough by reversing the traditional logic: instead of starting with archiving and compliance, the Danish approach began with users and workflows. By supporting how public employees actually work - and automating compliance as a natural by-product - Denmark created a model and the F2 digital platform where digital government drives both efficiency and quality.

The results are remarkable: in Denmark, a complete digital platform for a new ministry can be configured and ready to go live within just 3 weeks. Recently, the Danish ministerial model was replicated and adapted for the Kenyan Ministry of ICT in only 10 weeks.

The F2 platform offers out-of-box all what is needed for government

F2 is a commercially available off-the-shelf (COTS) software platform, purpose-built for government. Out of the box, F2 offers fully integrated case management and workflows, self-services, registries for citizens and companies, mass-operation capabilities for handling large volumes of cases, and integrated on-premise AI.

Due to the unique configuration layer, the F2 platform can be configured for individual customers without any change of the F2 software. All configurations are open, separated from the F2 platform, and customer-owned. This ensures not only data

sovereignty, but also process sovereignty, allowing the customer to maintain their F2 solution independently.

As an alternative to traditional custom-built solutions and packaged niche software, the F2 digital COTS platform offers government organizations to fast-track enterprise digital transformation and IT modernization based on standard software and reusable, open-source process libraries. cBrain estimates the global addressable market for the F2 digital platform to exceed 50 billion USD.

Deployed by government organizations across the world

Today the Danish ministries and more than 75 Danish government organizations use F2 as their digital platform. Internationally, the Danish F2 platform has successfully been deployed by government organizations in 5 continents, including the Emirates, Germany, Ghana, Guyana, Kenya, Romania, Thailand, the UK, and USA. This demonstrates that governments around the world operate according to the same fundamental principles of bureaucracy, and it proves that digital government best practices can be successfully reused and adapted internationally.

Built for government, the F2 platform is standard and generic, and the large F2 solution gallery demonstrates how F2 can be deployed for large-scale IT modernization projects across the world:

  • The Danish EPA has digitized more than 150 mission-critical processes end-toend, from grants management to permitting to inspections, all stored and maintained at the F2 Process library.
  • During the spring of 2025, Deutsche Rentenversicherung went live on the F2 platform with more than 4.500 new users, supporting auditing and compliance.
  • In 2025, cBrain delivered a new national Danish hunting license system, supporting hunters license management end-to-end, from self-service to case processing and filing. Fully automated, this system is now supporting

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  • approximately 200.000 hunters, based on App and self-services, from applications and license renewal to courses, payments, and game reporting.
  • The Danish tax uses F2 as the digital platform tax for managing dividend returns. With a huge number of transactions, the system pays out many billions of dividends, based on self-service applications and automated case processing.
  • The Ministry of Finance in the UAE uses the F2 platform in several instances. This includes OECD reporting, supporting more than 350 users across 25 entities, with English and Arabic language self-service. In 2025 cBrain delivered an AI based solution for the ministry, to support the new Peppol electronic invoicing standards.
  • In the autumn 2025, cBrain signed a contract with Aarhus Municipality to adapt the F2 platform for local government. Initially the municipality plans to deploy F2 by 5.000 users, potentially growing to 20.000 users as more institutions are enrolled on the platform.

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The F2 journey from document management to enterprise platform

cBrain is paving the way for a new type of enterprise software, built for government.

Similar to the shift decades ago when integrated ERP systems replaced fragmented financial point solutions, cBrain believes that integrated standard software for government - easy to configure and designed to support digital transformation at scale - will outperform and replace both custom-built solutions and standard products tailored to individual functional areas.

ECDM platform across Danish ministerial departments. Next, cBrain began working with agencies. cBrain added a unique process layer

designed to support government workflows end-to-end, from services to case

supporting regulatory requirements. Driven by user success, F2 became the standard

provided a highly efficient platform case and document handling, while fully

Denmark was among the first countries to implement electronic case and document management (ECDM) for government, i.e. digital platforms that organize cases, decisions, and records. However, early ECDM systems took compliance as the starting point, which led to additional work for users and reduced productivity.

The breakthrough came when cBrain fundamentally changed its approach - shifting away from systems designed primarily for archiving and instead supporting user work and communication as the starting point, with compliance automated in the background.

By supporting how public employees actually work, documentation and compliance became a natural byproduct. The user-driven approach

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processing and filing. cBrain invented the F2 Toolchain, which makes it possible to design and store workflows as open-source declarations in a Process Library.

The ease of maintaining and reusing workflows positioned F2 as a highly efficient solution for agencies. In parallel, it enabled cBrain to build reusable solution galleries and helped cBrain to expand internationally.

As a third phase, cBrain extended the F2 platform to support registries - for example, for citizens and companies - as well as mass-operation functionality. Mass operations functions are used to initiate and control high volumes of cases in parallel, such as when communicating with large groups of citizens and controlling high volume financial transactions.

cBrain also has extended the F2 platform with embedded AI functionality. These AI capabilities support on-premise execution, thereby protecting government data and ensuring sovereignty. Fully embedded in workflows and tasks, this provides government organizations with a unique technology to automate and optimize processes while increasing quality.

The F2 platform constitutes a complete and fully integrated platform for government, and with the F2 ServiceBuilder, cBrain has opened the configuration layer for partners. The F2 ServiceBuilder is a highly efficient no-code configuration tool that enables customers and partners to configure and maintain the F2 platform according to their individual requirements. This supports process sovereignty and is a key enabler of the F2-for-partners strategy, allowing scalable growth through a partner ecosystem.

Working in close collaboration with the Danish government, cBrain has spent more than 600.000 hours over 20 years designing and building the F2 enterprise platform for government. Based on Danish government best practices and proven with government customers across five continents, cBrain is now entering the next growth cycle, aiming to scale internationally in collaboration with partners worldwide.

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F2 COTS represents a new category of fully integrated enterprise software, purpose-built for government and designed for easy configuration

F2 today is a true Commercial Off-The-Shelf (COTS) software for government, delivering a fully integrated digital platform for case management, workflows, selfservices, registries, and large-scale operations.

Ready to use out of the box, F2 is configured - rather than custom-built - to meet customer-specific legal, organizational, and process requirements, without modifying the standard software. This ensures fast deployment, lower implementation risk, and long-term sustainability.

At the same time, F2 provides full data and process sovereignty, enabling governments to modernize and scale digital operations on a stable, standardized enterprise platform.

The architecture of an F2 solution can be compared to a spreadsheet model, divided into a standard application kernel and customer-specific configuration. The F2 platform kernel constitutes the standard software - similar to the spreadsheet application itself - while all customer-specific configurations are defined and maintained separately. Configurations are open, customer-owned, and they are stored in the F2 Process Library, analogous to individual sheets within a spreadsheet. Out of the box, the F2 standard (COTS) software delivers all core functionality required to support government operations:

  • Services, supporting internal case management and workflows
  • Self-services for citizens and companies including embedded AI functions
  • Registries, enabling the establishment and operation of any type of government registry
  • Mass-operation functionality, enabling high-scale processing across large volumes of cases, from communication with large citizen groups to financial operations
  • Open APIs ensures interoperability and seamless integration with other ITsystems

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F2 COTS for Government: Complete and fully integrated enterprise platform

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The 2026–2028 Growth Plan

Building a new Growth Plan

For eight consecutive years, Denmark has ranked at the top of the United Nations Global E-Government Index. Building on this strong Danish reference base, and with F2 proven by government customers across five continents, cBrain aims to take a global leadership position in delivering standard software for government digitalization.

As announced in January cBrain has launched a new three-year growth plan for 2026– 2028. Building on the results achieved during the previous three-year plan, the plan adopts a global approach aimed at delivering sustainable growth.

The sales strategy is centered around four key objectives:

  • Winning selected global market segments, initially focused on paperless ministries and environmental permitting. Additional segments will be added over time; for example, the contract with Aarhus Municipality – Denmark's second largest municipality - is expected to open a new market segment by positioning F2 as a standard software platform for local government.
  • Accelerating the F2-for-Partners strategy. Over the past two years, cBrain has invested significantly in the F2 ServiceBuilder, which now enables scalable partner-led delivery and global reach without proportional growth in internal capacity.
  • Expanding business across the existing customer base, driven by AI-enabled process automation and sovereignty. Governments are under increasing pressure to improve efficiency and reduce costs, creating a significant opportunity to support customers through the F2 ServiceBuilder. This is further accelerated by embedded AI capabilities and growing demand for sovereignty.
  • Establishing a dedicated large-customer unit to continue and further develop work with large strategic customers, building on the pipeline established in recent years and supporting continued product and technology innovation.

Adjusting the go-to-market approach and organization

Recurring software revenue based on long-term government contracts constitutes two-thirds of total revenue in 2025, combined with earnings before tax (EBT) of 22%, and a strong positive cash flow. This provides cBrain with a robust financial position.

cBrain remains confident in its long-term strategy. As the company enters its next growth cycle, cBrain has adjusted its go-to-market approach and organization to support its ambition of becoming a global leader in COTS software for government.

Between 2023 and 2025, cBrain organized its operations around growth driven by selected large customers. Building on the strong financial foundation, the three-year growth plan for 2026–2028 will shift the focus toward growth through selected market segments and working with partners.

In parallel, cBrain will expand its business with existing customers through a broader approach, seeking growth across the entire large customer base rather than concentrating on a limited number of selected customers. This shift will reduce dependency on individual customers and strengthen the F2-for Partner strategy.

To support the revised strategy, cBrain has already initiated changes

These include establishing dedicated sales units focused on landing new customers within selected market segments, dedicated customer teams focused on expanding business with existing customers, and a new product management unit to support the land-and-expand motion.

During 2025, cBrain initiated this strategy by focusing on two initial global segments: paperless ministries and environmental permitting. In parallel cBrain delivered first projects working with partners in both Europe and Africa.

Paperless Ministry established cBrain's initial strong foothold in the Danish market. The company now seeks to replicate this success internationally by leveraging Denmark's strong reference position and the F2 Paperless Ministry solution. The strategy is to expand into selected countries step by step, establishing local presence at ministerial level.

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Environmental permitting is a critical element of the green transition and the global effort to combat climate change. With strong Danish references and deep domain expertise, cBrain sees environmental permitting as a significant international growth opportunity and a door opener to new markets. Initially, cBrain has focused on the U.S. market, where the company is among the first vendors to support the new national standards for digital environmental permitting.

The project with Aarhus Municipality involves significant product and technology development. Through this project, cBrain will extend the F2 digital platform, positioning F2 as a strong offering for local government and cities, thereby adding a new market segment.

The F2 ServiceBuilder offers partners and customers a unique ability to configure individual government case and workflow solutions without modifying the standard software. In parallel, the F2 platform is built on an architecture designed for government sovereignty and security, including the ability to use AI on premise.

Leveraging these architectural advantages, cBrain has begun establishing a partner channel in which certified partners take responsibility for the delivery and configuration of F2 solutions. This enables cBrain to scale globally without being constrained by internal organizational capacity, while maintaining the benefits of standard software. Early results with partners, such as the project in Romania, validate the opportunity of working through partners.

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Building the future platform for local government in Aarhus City

In October 2025 cBrain and Aarhus Municipality signed a contract for a new digital case and document management platform for Aarhus Municipality. Aarhus is Denmark's second-largest municipality, with more than 375.000 residents and approximately 28.000 employees, making it Jutland's largest workplace.

F2 will become the unified digital platform for the entire city administration, supporting all six municipal departments: The Mayor's Department, Social Affairs and Employment, Children and Youth, Technical and Environmental Services, Health and Care, Culture and Citizen Services.

Initially, Aarhus Municipality plans to implement F2 for around 5.000 users, with an option to extend the rollout to up to 20.000 users. The F2 platform will support the management of approx. half a million cases and more than 4 million documents each year, delivering a fully integrated, out-of-the-box solution for case handling, decisionmaking, communication, workflows, and compliance.

For cBrain, this agreement marks a major milestone as it represents a significant expansion of the market reach of the F2 platform solution. With cBrain F2 as the core digital platform for large city administrations, cBrain is significantly broadening its footprint within the local government and municipal sector, in Denmark as well as internationally.

Denmark has ranked number one in the United Nations Global E-Government Index for the past eight years, and the adoption of F2 as the digital platform for the country's second-largest city strengthen cBrain's role as a key technology provider behind Denmark's digital leadership and supports the company's international growth strategy.

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cBrain solutions around the globe

F2 has proven that the model for digital bureaucracy developed in close collaboration with the Danish government can be applied worldwide.

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cBrain delivers a new national Danish hunting license system for 200.000 hunters

In 2025, cBrain delivered a new national Danish hunting license system, supporting hunters license management end-to-end, from self-service to case processing and filing.

The system is now supporting approximately 200.000 hunters, based on App and self-services, from applications and license renewal to courses, payments, and game reporting.

Delivered as one fully integrated platform, F2 has been configured to support all user requirements functionality, end-to-end. Highly automated, this includes self-service and portal for approximately 200.000 hunters, a registry of hunters, case processing related to issuing hunting license, managing different hunting courses and tests for different types of weapons, game harvest reporting, police security checks, and license payments.

The project demonstrates the breadth of the F2 COTS for government platform. Delivered as one fully integrated solution, F2 is able to support national registers, case processing, self-service and mass operations such as billing and payment collection.

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Applied Permitting Solutions for Government

Our solutions simplify permit processing, ensuring faster approvals, regulatory compliance, and improved oversight. By automating workflows for applications, reviews, and approvals, cBrain F2® enhances transparency, reduces delays, and ensures efficient resource management.

  • Digitization to close the time gap from political decision to execution
  • End-to-end solution from case processing to communication & archiving
  • Built for government by the leading experts in the public sector

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Risk Management

Four strategic initiatives will drive the COTS software for government strategy and plan for sustainable growth:

  • Getting new customers by winning selected market segments, where F2 has a value offer for specific customers; including continued positioning of Paperless ministry and Environmental Permitting.
  • Establishing partner channels, enabling cBrain to sell standard products and services at scale without increasing organizational complexity.
  • Expanding business and the use of the F2-platform across the broad existing customer base, supporting customers with the F2 ServiceBuilder and embedded AI capabilities.
  • Aligning the organization around new objectives, establishing a dedicated largecustomer unit and supporting continued product and technology innovation with large customers.

1. Decline in demand

Risk

cBrain fails to deliver on the growth expectations due to decline in external demand.

Cause

The geopolitical situation, continued war in Europe, political instability in many countries, as well as economic risks preoccupy politicians and can draw focus and investments away from modernizing the public sector through digitizing.

Probability

Low. Despite global geopolitical instability and crisis indicators, the public sector has an undiminished need for increased efficiency. The climate agenda and the need for action and speedy permitting is also growing globally. Thus, a weakening demand for digitizing does not seem likely.

Impact

Medium. Diminishing investments in digitizing could reduce growth, even though there are still possibilities in a declining market due to shift to standard platforms.

  • Decline in demand 1
  • Fail to execute strategy and build partner channels 2
  • Fail to retain and attract talent 3

  • Cyber Attack 4

  • Competitors build standard platform similar to F2 5
  • Legal risks entering new geographical markets 6

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Mitigation

Sharpening cBrain's value proposition to customers, highlighting the gains of digitizing government using standard software, including efficiency gains, low risk, rapid implementation through configuration, and speed of action in permitting.

2. Fail to execute strategy and build partner channels

Risk

cBrain fails to deliver on growth expectations due to lack of execution of the central strategy elements: winning segments, expanding business with existing customers and establishing partner channels.

Cause

Lack of internal focus, external partners and customers wanting to participate in innovation projects and building a F2 ecosystem.

Probability

Medium. The probability that cBrain fails to execute the strategy, onboard new partners and establish an F2 customer ecosystem is regarded as medium due to e.g. the long sales cycles and potential difficulties in finding and onboarding new partners.

Impact

High. Lack of execution and partners will have a negative impact on growth plans.

Mitigation

A central element in cBrain's new growth plan for 2026-2028 is to increase recent efforts to establish and execute a partnership strategy allowing corporation with external partners on selling products and delivering customer specific solutions. Measures include providing methods, knowledge, and tools together with the F2 standard platform and the ServiceBuilder with integrated AI-functions. Management is firmly committed to deliver on this, and a robust financial situation allows for the necessary investments in the platform as well as in the framework for partners.

3. Fail to retain and attract talent

Risk

cBrain's growth depends on attracting and retaining new talent and skilled employees.

Cause

cBrain's possibilities for hiring talented people depend on multiple factors including salary, workplace culture and reputation for innovation. Salary competition, insufficient employer visibility and changes in cBrain's reputation may hinder the company's ability to attract qualified talent and thereby impact strategic execution.

Probability

Low. cBrain has consistently been able to fill open positions and maintains a turnover rate below industry norms. Recruitment is managed internally via job postings and proactive search, with the capacity to increase efforts if required.

Impact

Medium. The long-term impact of not being able to recruit talent would be high, even though short-term fluctuations could be managed.

Mitigation

Management prioritizes maintaining and strengthening the cBrain value proposition, including securing competitive salaries, a strong company culture, modern office facilities, structured onboarding, and a strong focus on employee well-being. Additional information is provided under ESRS S1 – Own Workforce.

4. Cyber Attack

Risk

Cyber-attacks, including breaches of confidentiality through unauthorized access to networks and customer data, pose an increased reputational and financial risk.

Cause

Cyber-attacks against government agencies and their vendors are carried out by a range of different actors, including state and non-state actors. cBrain delivers mission-critical solutions to the public sector and is thereby exposed.

Probability

Medium. The number of cyber-attacks from a range of different actors is at a high level. However, the likelihood of successful cyber-attacks is low due to mitigation.

Impact

High. The impact of a successful attack could be very high.

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Mitigation

cBrain's development and product strategy is based on controlling the value chain itself. The standard platform F2 is developed by highly educated and trained software engineers with a focus on the world market. Generic concepts, independence, and security are embedded in the platform. Offshoring is not used.

Relevant technical measures including surveillance are in place and are continuously updated according to new threats and standards. Management monitors threat level and makes sure that appropriate means are implemented. There is also close cooperation on security with Statens IT, where most Danish customers are hosted.

cBrain's processes are certified as ISO 27001 and all cBrain's processes with personal data are annually reviewed and assessed by an external audit firm, which issues ISAE 3000 and 3402 statements to customers. cBrain is NIS2 compliant and is continuously working to further improve security. Implementation will begin in 2026 of relevant parts of the CIS 18 IT Security Framework, refers to the Center for Internet Security (CIS) Controls, which is a set of best practices designed to help organizations improve their cybersecurity posture.

An ISO and ISAE Management Review Team consisting of the C-level management and the director for Service and Operations, and the security officer meet on at least a quarterly basis to oversee and evaluate policies and procedures.

5. Competitors build standard platforms similar to F2

Risk

When more players start building standard platforms, that are targeted and dedicated towards the public sector, cBrain will be exposed to increased and direct competition.

Cause

cBrain regards the establishment of standard platforms targeting the public sector as a natural development of industries, as all industries standardize over time. Fueled by a lack of skilled IT resources and a growing demand for fast delivery, cBrain expects a rapidly emerging IT industry, referred to as COTS for government. This means that similar platforms will show up over time.

Probability

High. It must be expected that standard platforms for government will be developed by other vendors in the market and thereby increase competition.

Impact

Low. With the F2 platform built for government cBrain has a unique advantage in the COTS for government markets and will with continued innovation be able to maintain a competitive edge building on continuous development of the platform.

Mitigation

To maintain the lead cBrain continues to intensify and target investments in R&D and in positioning cBrain. Development also includes a strong focus on integrating AI into the platform, including the Service builder. As cBrain began the development of the platform more than 15 years ago, cBrain has a considerable advantage.

6. Legal risks entering new geographical markets

Risk

cBrain fails to foresee and mitigate risks related to entering new markets especially outside Europe and US, including risks of compromising cBrain's values and culture and thereby facing reputational and financial risks.

Cause

cBrain is increasingly entering into new markets, where business and commercial conditions are different and sometimes challenging.

Probability

High. Above medium due to anticipated increase activity in new geographical markets.

Impact

Low. Risks can be – and are mitigated – through different activities.

Mitigation

cBrain has developed and implemented policies and processes for due diligence and ethical issues. Increased attention from the audit committee, education and training, proper process, and management awareness. This is also addressed in the section "Sustainability" under ESRS G1 – Business Conduct.

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Shareholder Information

Stock Information

cBrain's share capital consists of 20 million shares with a nominal value of DKK 0,25 each. The company's shares consist of only one share class, and each share thus holds one vote and the same rights.

The company's association articles do not limit ownership and voting rights. Shares must be registered by name. The share's short name is CBRAIN, registered under the ISIN code DK0060030286.

Additional information on shareholder relations and comprehensive information about the group can be found on cBrain's website at www.cbrain.com/investor.

Ownership

As of the end of 2025, cBrain has approximately 12.300 shareholders (2024: 12.200) from 43 different countries (2024: 41 different countries). Institutional investors increased by 16% in 2025 and now constitutes 27% (2024: 23%) of the investors.

The following shareholder have informed cBrain that they own 5% or more of the company's share capital:

Putega Holding ApS, Hellerup, holds 41,7% (2024: 41,7%) ownership and voting interest.

cBrain A/S owns 442.887 of its shares at the end of 2025 (2024: 437.187), equivalent to 2,20% (2024: 2,19%) of the share capital.

Dividend Policy

The ordinary Annual General Meeting approves dividends. cBrain aims to maintain a strong financial position aligned with the company's activity level, ensuring the Proposal for the Annual General Meeting can uphold its strategic goals, including continued investment in new products and markets.

Management continuously assesses the company's capital needs based on its results and proposes dividend recommendations to the Annual General Meeting.

Investor Relation

cBrain has defined quality, continuity, and consistency as the goals for its Investor Relations (IR) activities. Simultaneously, within the framework of the law, the company aims to engage in an open and active dialogue with existing and potential shareholders, analysts, and other stakeholders interested in the company's business development and financial position. During 2025, cBrain has continued the dialogue with the market including targeted dialogue with existing and potential investors.

All information potentially significant to stock price formation is disclosed via Nasdaq and can be found promptly on the company's website. Interested investors can subscribe to stock exchange announcements and other news on the company's website, www.cbrain.com/investor. All relevant information will always be accessible through the website.

cBrain's management is pleased to participate in investor and shareholder meetings where previously disclosed information can be elaborated upon and discussed.

Inquiries regarding the company's investor relations and stock market relations can be directed to: Lars Møller Christiansen, CFO & Head of Investor Relations (phone: +45 7216 1811, e-mail: [email protected]).

Proposal for the Annual General Meeting

The board recommends the Annual General Meeting to be set at DKK 1,00 per share. in 2025 compared to 0,64 per share in 2024. Furthermore, the board proposes that the company be authorized to acquire its shares for one year, representing up to 10% of its share capital.

Annual General Meeting

The company's Annual General Meeting will be held on April 29, 2026, at 16:00. The Annual General Meeting will take place at the company's address: Kalkbrænderiløbskaj 2, 2100 Copenhagen, Denmark.

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Financial Calendar 2026

April 29, 2026 Quarterly Announcement 1st quarter 2026

April 29, 2026 Annual General Meeting

August 20, 2026 Publication of the Interim Report 2026

November 5, 2026 Quarterly Announcement 3rd quarter 2026

February 25, 2027 Publication of Annual Report 2026

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Company Announcements and Press Releases

From January 1, 2025, until the publication of the 2025 annual report, cBrain has issued the following announcements. and press releases to Nasdaq Copenhagen, which can be found on the company's website www.cbrain.com/investor.

Jan 20, 2025 cBrain raises expected 2024 EBT margin to 30-32% Aug 21, 2025 cBrain® advances global growth strategy, maintaining long-term
focus
Jan 22, 2025 New Danish Ministry implements F2
Feb 20, 2025 cBrain intends to take lead in COTS for government industry Sep 17, 2025 cBrain supports Denmark's largest-ever reforestation grant
program with digital platform fully integrated with GIS
Feb 20, 2025 cBrain reports EBT of 32% and raises payout ratio to 20% Sep 18, 2025 Aarhus Municipality intends to award cBrain® a contract
Mar 6, 2025 New federal heat pump grant system approves 930 applications
in minutes
Oct 6, 2025 Aarhus City to implement cBrain F2® as new digital platform
Apr 1, 2025 Annual General Meeting 2025 Oct 17, 2025 cBrain wins public tender to deliver national F2 based grant
management system for the Danish Secretariat for Competence
Development
Apr 29, 2025 cBrain aims to create and lead two new global solution niches
Apr 29, 2025 Minutes of meeting –
AGM 2025
Oct 23, 2025 cBrain lowers
revenue growth expectations for the year 2025 to
0-5%, while upgrading expected EBT to 24-27%
Jun 6, 2025 Kenyan government has revealed plans to adopt the Danish F2
platform
Nov 5, 2025 Building on strong results –
preparing for the next growth cycle
Jun 10, 2025 cBrain appoints new CFO Dec 22, 2025 cBrain adjusts expectations for 2025 while preparing a new
growth plan for 2026–2028
Jun 20, 2025 Danish Ministry of Digitalization begins testing F2 with open
source document editing
Jan 14, 2026 cBrain signs partner agreement with Publica AI in Nigeria,
supporting international growth strategy
Jul 4, 2025 Aalborg joins Copenhagen and Aarhus in adopting cBrain's F2
Paperless Government Platform
Jan 19, 2026 cBrain announces next phase growth plan and short-term
financial targets for 2026
Jul 24, 2025 cBrain positioned as first-mover supporting new U.S. standards
for environmental permitting

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Corporate Governance

The Board of Director's stance is that the primary objective is to ensure competent and purposeful leadership and the interests of all stakeholders.

cBrain has a single class of shares, and the company's articles of association contain no limits on ownership and voting rights. The Board of Directors assesses that both the share and capital structure are currently satisfactory.

If an offer is made to acquire the company's shares, the Board of Directors, under the legislation and the company's stated policy, will approach this openly and communicate the offer to shareholders along with the Board of Directors' comments.

The Annual General Meeting is the company's highest decision-making authority, and the Board emphasizes that shareholders receive a thorough briefing on the matters decided at the Annual General Meeting.

All shareholders are entitled to attend the company's Annual General Meeting provided they have requested an admission card. At the Annual General Meeting, shareholders can pose questions to the board and management, and shareholders can also submit written proposals for topics they wish to include on the agenda for the Annual General Meeting in good time before the Annual General Meeting.

The Board's stance is to maintain the Annual General Meeting as a physical event and possibly expand it with virtual participation over time, which the Articles of Association allow. A more detailed description of Annual General Meeting-related matters can be found on the company's website www.cbrain.com/general-meeting.

cBrain's management continuously adheres to the recommendations for good corporate governance, most recently updated in December 2020 and put into force January 1, 2021. You can find this code at: www.corporategovernance.dk.

cBrain's statutory corporate governance statement (the corporate governance recommendations) can be found on the company's website under Investor Relations: www.cbrain.com/corporate-governance.

Various policies and procedures related to corporate governance, as well as charters for board committees can be found there too.

All employees receive training and perform tests in the Code of Conduct, security policy and procedures, and data ethics policy as a part of the onboarding program and once a year all employees are to review the Code of Conduct, security policy and procedures, and data ethics policy and perform tests.

Statutory Gender Reporting under Danish Law

cBrain aims to have a high degree of diversity and complementary skills in employees and management groups, as we believe that it creates the basis for more innovative and sustainable decisions and solutions.

A well-balanced workforce in terms of gender is essential. The IT industry is characterized by significantly fewer women than men employed overall.

Our policy is not to discriminate based on gender and to hire based on professional qualifications.

Over several years, cBrain has systematically worked to achieve a more equal distribution between the genders because diversity strengthens the company's competitiveness; cf. the company's diversity policy.

Until an equal distribution is achieved, the underrepresented gender is chosen. Therefore, the underrepresented gender is chosen consistently when two candidates of each gender are equal with the competence profile defined for the position/position in question until a distribution of at least 40/60 is reached for all levels.

This approach has contributed to a good development in recent years, resulting in a very satisfactory gender distribution compared to the software industry. Thus, 39% (2024: 40%) of cBrain's total workforce are women.

cBrain's goal for management is to have an equal distribution between the genders in management. When there is a change in or addition to the management, cBrain will apply the same policy as for the rest of the company, namely that the underrepresented gender is chosen consistently when two candidates of each gender are equal with the competence profile that is defined for the position/position in question, until a distribution of at least 40/60 is reached.

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Actual 2025 Target 2030
Board of Directors
Total number of members 5
Underrepresented gender in % 20% 40%
Executive Management (Level 1)
Total number of members 2
Underrepresented gender in % 0% 40%
Management Team (Level 2)
Total number of members 5
Underrepresented gender in % 20% 40%
Total (Level 1 + 2)
Total number of members 7
Underrepresented gender in % 14% 40%
Managers and Team Leads (Level 3)
Total number of members 20
Underrepresented gender in % 30% 40%

Board of Directors

The board of directors consists of five members, one of whom is a woman. The board aims for the underrepresented gender to constitute at least two people, corresponding to at least 40%. In 2025, the share of the underrepresented gender was 20%.

The board attaches great importance to continuity and finds no basis for expanding the number of members currently due to the company's size. The board will continue its work to achieve this goal and has set 2030 as the target date.

Executive Management

Level 1 is the company's registered management. At level 1, there are no women, and thus the women make up 0%. The goal is to reach at least 40% by the end of 2030.

Management Team

Level 2 is the management team that reports directly to the company's registered executive management (level 1). By the end of 2025, one woman, equivalent to 20% (2024: 25%) of the management team in cBrain, was a part of level 2. cBrain's management (levels 1 and 2) consist of 7 members, with 14% (2024: 17%) being the underrepresented gender. The goal is to increase the underrepresented group to 40% by the end of 2030.

In 2025 a CPO (Chief Product Officer) has been added to the executive management team which has resulted in a slightly less balanced gender distribution in the team. We are still committed to proactively improving a more equal gender balance, especially in management positions. However, our priority is always finding the most suitable for the position.

Managers and Team Leads

Level 3 comprises additional personnel entrusted with staff management duties.

By the end of 2025, 7 out of 18 equivalents to 30% (2025: 35%) represented women and thereby almost reaching the 2030 target of 40%.

cBrain considers the development with the target figure to be satisfactory. Since continuity in management is considered extremely important with the growth strategy that has been laid, the company does not want to replace members of the management until this becomes natural. By having reached a balanced gender composition for level 3, cBrain now has a balanced pool of leaders to grow from that can impact the upper levels.

Management continuously assesses which measures are meaningful given the gender composition of the management. We believe that a balanced gender distribution can positively influence the company's long-term financial performance as we see representation in leadership as a mean to improve decision-making by bringing diverse perspectives and help strengthen organizational performance, fairness, and talent attraction

In 2025, the work with job profiles continued and strengthened, and leadership training has been expanded with training and education in emotional intelligence (EQ). For the fourth time (2022, 2023, 2024 and 2025), cBrain hosted a "Women in Tech Dinner" for computer science students at the Technical University of Denmark (DTU). During this event, female students were invited to a dinner with a specific focus on their experiences working as women in the IT industry.

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Corporate Responsibility

Since 2018, cBrain has participated in the UN Global Compact, thereby endorsing the UNGC's Ten Principles. In this context, cBrain has identified SDG16 Peace, Justice, and Strong Institutions as a focus area.

The focus on access to justice and building effective, accountable, and inclusive institutions at all levels aligns with cBrain's mission.

In 2020, sustainability efforts were expanded to include SDG 13, Climate Action, and SDG 17, Partnerships, as part of cBrain's focus on developing Climate Software. Under the heading "Closing the time gap", cBrain assists authorities in rapidly implementing climate and environmental regulations through F2, thus accelerating the achievement of intended outcomes.

Data Ethics

In 2021, the Board of Directors drafted and adopted a data ethics policy under section 99d of the Danish Financial Statements Act: www.cbrain.com/corporategovernance/policies. This policy addresses the types of data used, how it is obtained and utilized, the basis for ethical considerations, and the follow-up procedures.

This policy has contributed to increased awareness of data ethics in the product development cycle and customer solutions' design and implementation process.

Management is responsible for data ethics, and the Audit Committee oversees its implementation. The policy can be found on the company's website under Investor Relations: www.cbrain.com/corporate-governance.

During 2025 an AI policy was implemented and all staff received training.

The report on data ethics, as required by section 99d of the Danish Financial Statements Act, is available here:

www.cbrain.com/corporate-governance/dataethicsreport-2025.

Tax Policy

cBrain developed a tax policy in 2019, which was last revised in 2025. Through this tax policy, cBrain aims to elaborate and express the company's stance on tax matters. This is done by adopting a value-based approach, where principles and ethical norms for the company's behavior are expressed.

It is a conscious choice as it aligns with the company's values, culture, and approach. The policy serves as a guideline and reference point to steer the company in its

decisions. The complete tax policy can be found here: www.cbrain.com/corporate-governance.

Climate and Environmental Policy

The Climate and Environmental Policy, originally established in 2023 as an extension of the Environmental Policy and updated in 2025, continues to serve as a central framework for guiding cBrain's sustainability initiatives.

The policy can be found here: www.cbrain.com/corporate-governance/policies. In 2025, cBrain obtained its third ISO 14001 certification, underscoring the company's continued commitment to structured and effective environmental management.

Management's Responsibilities

The Board of Directors establishes and approves overarching policies, procedures, and controls related to the financial reporting process.

The executive management continuously monitors compliance with relevant laws and regulations concerning financial reporting and informs the Board of Directors accordingly.

The Board of Directors defines the company's objectives and strategies and approves the overall budgets and action plans. The Board exercises general oversight of the company, ensuring that it is managed properly and in compliance with legislation and articles of association.

The Board of Directors is primarily responsible for ensuring that cBrain has the necessary procedures to manage the company's risks and that these procedures are effectively implemented.

The Audit Committee consists of two independent Board Members for the financial year 2025, and the scope of the committee's work is defined in a separate charter. The committee held three meetings in 2025, with 100% attendance.

The remuneration committee consists of two members. In 2025, it held one meeting with 100% attendance.

The Tax committee consists of two members. In 2025, it held one meeting with 100% attendance.

The Nominations Committee consists of three members of which one is independent. The committee held three meetings in 3025 with 100% attendance.

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The Board of Directors' work framework is defined in a set of rules and procedures, which are reviewed at least once a year and adjusted as needed. The rules and procedures include procedures for executive management reporting, the Board of Directors' working methods, and a description of the Chair of the Board's responsibilities and areas of authority.

At least four Board of Directors Meetings are held each year, and the Board also meets as required. In 2025, four Board Meetings were held, with 100% attendance.

Composition of the Board of Directors

The company is governed by a Board of Directors consisting of five members elected by the Annual General Meeting, two of whom are independent.

At cBrain's Annual General Meeting in April 2025 Henrik Hvidtfeldt, Lisa Charlotte Herold Ferbing, Peter Loft, Thomas Qvist, and Per Tejs Knudsen were reelected to the board for one year. Peter Loft and Lisa Charlotte Herold Ferbing are independent.

The composition of the Board of Directors, including Board Committees, is chosen to ensure continuity and representation of key competencies for cBrain. The goal is to secure the company's ongoing development and achieve its long-term objectives.

The Board of Directors has experience and expertise in strategy, innovation, management, technology, finance, law, social development, and the public sector.

Remuneration for the Board of Directors and Management

cBrain has established remuneration for the Board of Directors and Management at a level reflecting the size and complexity of the company.

For the financial year 2025, the total remuneration for the Board is DKK 418.200 (2024: DKK 410.000). The total remuneration for the executive management in 2025 amounts to DKK 5,2m (2024: DKK 5,2m).

The distribution of remuneration for the Board of Directors and executive management can be found on the company's website under Investor: www.cbrain.com/s/cBrain-Remuneration-Report-2025.

Stock Options and Incentive Programs

cBrain has, in prior years, provided certain employees with the opportunity to receive remuneration in the form of shares under Danish Law (LL § 7P). In 2024, no employees used this option. Please refer to note 8 - Staff costs for further details.

The Board of Directors continuously considers whether stock option programs can be established for the employees.

Auditors

cBrain's independent auditor is elected by the Annual General Meeting for one year at a time. Before the recommendation for election at the Annual General Meeting, the Audit Committee and, subsequently, the Board of Directors critically assess the auditor's independence, competence, and more.

During the audit of the annual report, accounting practices in the most significant areas are also audited.

At the General Meeting in 2022, EY Godkendt Revisionspartnerselskab was elected as independent auditors for the first time. EY was re-elected in 2025.

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Board of Directors

Henrik Hvidtfeldt Chair

MSc in Engineering from the Technical University of Denmark, HD in International Business from Copenhagen Business School, and a Commercial Pilot. Chair of cBrain since 2006. Chair of Flight4000 A/S. 63 years old. Number of cBrain shares: 8.300.

Elected to the Board at the Annual General Meeting in 2025 for a 1-year term. First elected to the Board in 2006. Henrik Hvidtfeldt is not considered independent due to the 12-year tenure limit. Chair of the Remuneration Committee and the Nomination Committee.

Lisa Charlotte Herold Ferbing Vice Chair

Master of Laws (Cand.Jur.) from the University of Copenhagen in 1982. Independent management consultant, CEO of Casa Monte Verde ApS, and professional board member (since 2013). Chair of Gudme Raaschou Investment Fund. Chair of Lån & Spar Invest. Member of the Board for Invest Administration A/S. 66 years old. The number of cBrain shares: 660.

Elected to the Board of Directors as an independent member at the Annual General Meeting in 2025 for a 1-year term. First elected to the Board of Directors in 2019. Chair of the Audit Committee and member of the Nomination Committee.

Peter Sam Loft

Master of Laws (Cand.Jur.) from the University of Copenhagen in 1980. Adjunct Professor at Copenhagen Business School. Member of the Board for Øfeldt Centres. 68 years old. The number of cBrain shares: 0.

Elected to the Board as an independent member for the financial year 2025 at the Annual General Meeting in 2025 for a 1 year term. First elected to the Board of Directors in 2014. Member of the Audit Committee. Chair of the Tax Committee.

Per Tejs Knudsen

CEO and founder of cBrain A/S and Director of cProperty ApS. Owner of Putega Holding ApS. Master of Science in Engineering from the Technical University of Denmark (DTU) and HD in Accounting from the Copenhagen Business School. Member of the Advisory Board at the Institute for Informatics and Mathematical Modelling at DTU. Member of the Council at DTU. Member of the Danish Academy of Technical Sciences (ATV). 67 years old. The number of cBrain shares, through Putega Holding ApS: 8.339.270.

Elected to the Board at the Annual General Meeting in 2025 for a 1-year term. First elected to the Board in 2006. Member of the Remuneration and Nomination Committee. As an executive, Per is not independent.

Thomas Qvist

CTO at cBrain A/S. Director and owner of Felida ApS. Master of Science in Engineering from the Technical University of Denmark. 60 years old. Number of cBrain shares: 715.945.

Elected to the Board at the Annual General Meeting in 2025 for a 1-year term. First elected to the Board in 2006. As an executive, Thomas is not independent.

Executive Management

Per Tejs Knudsen CEO

Thomas Qvist CTO

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{40}------------------------------------------------

Introduction

cBrain is a one-product software company serving government authorities and public institutions across five continents. The cBrain F2 platform is built on the principle of 100% standard software, highly configurable, tailored to the unique needs of the public sector

Denmark's global leadership in eGovernment and public-sector integrity provides a strong foundation for cBrain's work. Today, F2 is used by 20 of 24 Danish ministries, more than 75 agencies, and major municipalities including Copenhagen, Aalborg, and Aarhus. This deep domestic presence allows cBrain to bring proven best-practice processes and digital transformation expertise to governments worldwide. More than one-third of our revenue now comes from international markets, supported by strategic collaborations such as our partnership with UNDP in Africa, our cooperation with Elm in Saudi Arabia, and our joint venture in India.

Since 2018, cBrain has been a committed participant in the UN Global Compact and actively supports the Sustainable Development Goals. We have identified three goals that align closely with our mission and capabilities:

SDG 16: Strong Government Institutions

At the core of F2 is our Digital Bureaucracy Platform, rooted in Max Weber's principles of modern public administration. F2 strengthens transparency, accountability, and documentation, helping public institutions build effective and inclusive governance structures

SDG 13: Climate Change

Since 2019, we have invested significantly in digital solutions for environment, energy, and climate. F2 accelerates the implementation of climate and environmental policies, helping societies move from decision-making to action while supporting biodiversity protection and

emissions reduction. Internally, we have strengthened our environmental commitments through our renewed environmental policy and ISO 14001 certification.

SDG 17: Partnerships

Collaboration is essential to addressing climate and environmental challenges. By building partnerships with clients, public bodies, industry organizations, NGOs, and international institutions, cBrain contributes to scaling solutions that support sustainable development. Partnerships

have become a central pillar of our strategy and will continue to grow in importance.

The implementation of the EU Corporate Sustainability Reporting Directive (CSRD)

Since 2018, cBrain has reported on Environmental, Social, and Governance (ESG) factors through the NASDAQ ESG Reporting Guide. Our commitment to transparency has been recognized externally by customers and investors.

The Corporate Sustainability Reporting Directive (CSRD) raises the bar for sustainability disclosures in Europe. Although CSRD reporting will not become mandatory for cBrain in the financial year 2026 as expected due to the omnibus. However, the Board of Directors has decided to begin aligning our reporting with the CSRD framework already from 2024 and continuing in 2025. This decision reflects three strategic priorities:

  • Ensuring a phased and high-quality implementation that balances compliance with value creation.
  • Leveraging the F2 platform's ability to accelerate environmental and climate policy implementation, supporting societal transitions that align with CSRD objectives.
  • Reinforcing transparency and trust as core corporate values and as essential foundations for strong public institutions.

{41}------------------------------------------------

We view CSRD implementation as an ongoing journey, much like corporate responsibility and sustainability more broadly. Aligning with the CSRD framework will sharpen our focus, strengthen our strategic initiatives, and support long-term value creation that integrates financial performance with ESG ambitions.

Our CSRD work began in early 2024 with a preliminary double materiality assessment. This included scoping the assessment, mapping our value chain, engaging stakeholders, assessing impacts, risks, and opportunities (IRO), and prioritizing the outcomes of our gap analysis.

For the 2025 financial year, we have chosen not to fully pre-implement the CSRD. Instead, we have aligned our reporting with key elements of the framework, including topical ESRS standards, while acknowledging that we do not yet report on all requirements.

{42}------------------------------------------------

Supporting Denmark's largest reforestation grant program

In September 2025 the Agency for Green Transition and Aquatic Environment launched Denmark's largest-ever reforestation grant program as part of the Danish government's historic Green Tripartite initiative. The program marks the start of a DKK 20 billion investment to plant 230.000 hectares of new forests, a key part of Denmark's strategy to meet its climate goals.

cBrain has - in just four months – developed and delivered a complete digital grant management solution, enabling landowners across Denmark to apply for reforestation grants quickly and easily. The solution is based on the cBrain F2 digital platform, which has been configured to fully support all functional and compliance requirements without any changes to the standard software.

A central feature of the new platform is the seamless and full integration with GIS data from the government planning platform, MARS. In MARS, applicants can define project areas directly on digital maps and automatically calculate their environmental effects. Caseworkers can instantly view and verify applications against multiple geospatial data layers, such as soil conditions, water protection areas and biodiversity zones. These data are automatically used in the grant application, and if the project areas are changed, the effects are automatically updated. This ensures that the right spatial data is presented automatically at each step of the process, greatly improving speed and accuracy.

By combining strong GIS capabilities with automated case management – integrating data and processes – the F2 platform gives government agencies the ability to deliver complex reforestation grants at scale and gives landowners a fast and simple way to take part in shaping Denmark's future forests.

At the same time the ability of the F2 platform to integrate data and processes is a critical feature with broad international business potential, as countries across the world face the same challenges with lack of speed and efficiency in the green transition project.

{43}------------------------------------------------

General information

Basis for preparation

| BP-1

General basis for preparation of sustainability statements

Our approach for 2025 has been to implement relevant CSRD standards, presenting them in the 2025 annual report as a dedicated section within the management's review.

The sustainability reporting has been prepared on a consolidated basis, consistent with cBrain's financial statements, covering the period from January 1 to December 31, 2025.

Our preliminary double materiality assessment addresses impacts, risks, and opportunities across both upstream and downstream value chains.

No information regarding intellectual property, know-how, or innovation outcomes has been omitted, and cBrain has not applied any exceptions for disclosing pending developments or ongoing negotiations.

| BP-2

Disclosures in relation to specific circumstances

For the 2025 reporting period, cBrain has structured its sustainability disclosure to align with the CSRD, implemented through the ESRS. Key updates include:

  • cBrain's sustainability reporting has been incorporated into the annual report and structured to comply with the ESRS requirements.
  • We have conducted stakeholder interviews to ensure that relevant stakeholders' opinions are included in our preliminary double materiality assessments.
  • We have conducted a preliminary double materiality assessment in line with ESRS to identify material impacts, risks, and opportunities across our operations and value chain, including upstream and downstream.
  • New disclosures and metrics have been introduced in compliance with ESRS requirements, including expanded reporting on Greenhouse Gas (GHG) accounting.

Governance

| GOV-1

The role of the administrative, management and supervisory bodies Board of Directors

The Board of Directors defines cBrain's sustainability vision and approves the annual sustainability reporting incorporated in the annual report. The board includes two executives and three non-executive members, two of whom are independent. The board has a diversity target for women of 40%, which is described in the management review in this report. All members have relevant experience in our sectors and regions.

Audit Committee

The Audit Committee oversees and follows up on cBrain's risk processes, including the management of environmental, social, and governance (ESG) risks and strategies, and reports to the Board of Directors.

The Audit Committee is composed of two non-executive members with financial and tax expertise.

Executive Management

The Executive Management is responsible for cBrain's ESG performance and approves the ESG objectives and strategies.

| GOV-2

Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies

Sustainability board

The Sustainability Board is comprised of members from different departments, including Climate & Sustainability, HR, Finance, and Compliance. The board is chaired by the CFO and steers the sustainability agenda and progress against cBrain's sustainability targets. The Sustainability Board provides quarterly updates to the Audit Committee and Executive Management.

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Sustainability Governance

{45}------------------------------------------------

| GOV-3

Integration of sustainability-related performance in incentive scheme

Executive management's variable remuneration is not fixed and may vary annually based on KPIs, including the growth plan execution, financial results, market conditions, organizational performance, and sustainability goals.

No additional sustainability-related incentives are currently implemented at other levels.

| GOV-4

Statement on due diligence

cBrain performs due diligence activities relating to people and the environment. The table below outlines the specific processes and activities related to this sustainability reporting.

Core elements of environmental
and social due diligence
Activities related to our reporting
reporting
a) Embedding due diligence in
governance, strategy and business mode
We have integrated due diligence into our
governance and business strategy to ensure
sustainability is central to our decision-making.
b) Engaging with affected stakeholders in
all key steps of the due diligence
We have actively engaged with stakeholders to
gather feedback and address potential impacts
throughout the due diligence process.
c) Identifying and assessing adverse
impacts
We have assessed environmental and social
risks to understand their potential effects and
prioritize actions accordingly.
d) Taking actions to address those
adverse impacts
We have implemented corrective and
preventive measures to manage identified
risks and mitigate negative impacts.
e) Tracking the effectiveness of these
efforts and communicating
We have monitored the effectiveness of our
efforts and report transparently to ensure
accountability and continuous improvement.

| GOV-5

Risk management and internal controls over sustainability reporting

Sustainability reporting is subject to the risk of material misstatement due to incomplete data and human errors. To manage this risk, we have implemented various processes.

The Sustainability Board, led by the CFO, holds quarterly meetings to address ESG risks. To minimize reporting errors, the board has implemented several processes in its internal controls over sustainability reporting.

Our environmental GHG emissions are compared to those of similar organizations during the preparation process for fluctuations.

Strategy and business model

| SBM-1

Strategy, business model and value chain

cBrain's long-term growth strategy is driven by a vision to provide standardized software solutions for governments worldwide. Our success in Denmark, where 20 out of 24 ministries, over 75 agencies, and major municipalities like Copenhagen, A and Aarhus rely on our technology, positions us as a leader in public sector digital transformation. This strong foundation enables us to share best practices with governments globally.

COTS software offers a faster, more efficient alternative to custom-built IT solutions, reducing costs and risks. While governments have traditionally been cautious, successful implementations, such as cBrain's F2 platform, now used by nearly all Danish ministries and over 75 government organizations—are accelerating adoption worldwide.

Developed with over 600.000 hours of investment, the F2 platform is a fully integrated, no-code/low-code system tailored to government needs. Supporting diverse sectors across multiple continents, F2 is redefining digital transformation in the public sector.

cBrain is headquartered in Copenhagen with offices in Europe, the USA, the UAE, Kenya, and Senegal; cBrain has a team of 231 employees (headcounts December 31, 2025) dedicated to driving innovation. We believe in democracy and see digitization as a key enabler of more transparent, efficient, and resilient government institutions.

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Government Climate Software

Through digitization, cBrain plays a critical role in helping governments accelerate their climate goals, bridging the gap between political intent and action. Our climate software mission is clear: We want to use digitization to close the time gap from political decisions to execution.

Our stakeholders

We engage with our stakeholders through regular communication, feedback loops, professional development opportunities, and sustainability initiatives. This approach ensures mutual value creation, fosters trust, and drives sustainable growth for both cBrain and our stakeholders.

| SBM-2

Interests and views of stakeholders

Engaging with stakeholders is key to cBrain's value creation and long-term success. Their insights shape our strategy for developing and providing COTS for government.

Through continuous dialogue with both internal and external stakeholders, we ensure that we remain aligned with evolving needs and challenges while fostering a collaborative environment.

Our stakeholders include a wide range of groups, from clients and employees to investors, suppliers, partners, and regulatory authorities. These diverse groups play an integral role in shaping cBrain's business model, and guiding decisions related to product development, sustainability, and strategic growth. Below is an overview of how we engage with each group and the outcomes that drive our business forward:

The table below outlines our engagement with key stakeholders, its purpose, and its outcomes. These insights inform our due diligence and material assessment.

Key Stakeholders Engagement and Purpose Outcome
Customers Gather feedback on product
needs and expectations to
enhance our product and
alignment with public sector
needs.
Improved our software
product's relevance and
client satisfaction, including
both government case
workers and citizens (end
users).
Civil society and end-users Self-service solutions and
transparency
Ensure quality and
accessibility
Employees Foster a meaningful
workplace and support
professional development.
Higher engagement and
alignment with cBrain's
mission.
Investors Communicate business
performance and
sustainability goals.
Increased transparency, ESG
ratings, and investor
relations.
Suppliers Ensure responsible sourcing
and sustainability alignment.
Adherence to cBrain's
conduct standards.
Partners Initiated international
business based on organic
growth, building the
business by addressing
international customers
directly or in collaboration
with local partners.
Strengthened partnerships
and supply chain resilience.
Regulators/Authorities Maintain compliance and
alignment with regulatory
standards, including
sustainability and data
protection.
Ensured compliance with
regulations and enhanced
reputation.

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Materiality assessment process

| IRO-1

Description of the process to identify and assess material impacts, risks and opportunities

In 2024, cBrain conducted its first materiality assessment in accordance with ESRS requirements, starting with an analysis of its business relationships, value chain, and impacted stakeholders to identify relevant sustainability issues. This process involved identifying and objectively assessing impacts, risks, and opportunities (IROs) to inform materiality decisions, resulting in a comprehensive preliminary double materiality assessment (DMA). The assessment is updated yearly latest in December 2025.

Key stakeholders, including employees, customers, and suppliers, contributed insights into sustainability matters and helped identify and score IROs. Each sustainability matter was further reviewed through interviews with designated stakeholder representatives, focusing on identifying IROs at a sub-topic level.

Our materiality assessment was conducted in line with the requirements of ESRS 1, applying the principle of double materiality, which includes:

  • Impact Materiality: Evaluates the scale, scope, irremediability, and likelihood of impacts (both positive and negative, actual and potential).
  • Financial Materiality: Assesses the financial magnitude of risks and opportunities, the likelihood, and the nature of their financial effect.

A sustainability matter was considered material if at least one Impact, Risk, or Opportunity (IRO) exceeded the threshold, indicating either impact materiality, financial materiality, or both. Non-material sustainability matters were those with no identified IRO or where all IROs fell below these thresholds.

Critical decisions included identifying stakeholder representatives, scoring IROs, and the final assessment of sustainability matters, which was completed in a workshop with stakeholder input. A sustainability matter was deemed material if identified by a stakeholder and had an associated IRO, with each IRO documented along with its basis for materiality.

| IRO-2

Disclosure requirements in ESRS covered by the undertaking's sustainability statement

For the financial year 2025, we have chosen not to pre-implement the CSRD but to align our reporting with key elements of the CSRD framework, including topical standards and references in the ESRS standards to our reporting, while acknowledging that we do not report on all paragraphs under the relevant topical standards.

Due to our preliminary double materiality assessment, certain disclosure requirements (E2, E3, E4, E5, S2, and S3) are not material to cBrain's business operations and sustainability reporting. While these areas are not material, we will continue to monitor them as part of our ongoing sustainability assessment. Should our business activities evolve, including expansion into new operational geographies, service scope changes, or stakeholder expectations shifts, we will re-evaluate these topics to determine whether they warrant inclusion in future reports.

E2 Pollution: Our operations as a software developer do not involve significant pollution risks or emissions beyond minimal office-based activities. Currently, no material pollution-related impacts or dependencies are linked to our operations.

E3 Water and Marine Resources: Our data center employs a water-free cooling system, ensuring that our operations do not rely on industrial water usage or directly impact marine ecosystems.

E4 Biodiversity and Ecosystems: Our activities do not directly interact with or impact biodiversity or ecosystems. Our office-based work does not involve land use or development in areas with significant biodiversity or ecological considerations.

E5 Resource use and circular economy: We focus on optimizing digital resources and minimizing waste. Our business model does not heavily engage in circular economic practices, but we continue to monitor opportunities for reducing environmental impact through efficient resource use and waste management.

S2 Workers in the Value Chain: Our core operations do not rely extensively on large networks of value-chain employees. Consequently, we have not identified any material human rights risks associated with our value chain. We will continue to monitor and reassess this area as part of our ongoing DMA process.

S3 Affected Communities: Our operations do not have a significant physical presence or direct impact on communities in a manner that would create material social impact, risks, or opportunities.

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| SBM-3

Material impacts, risks and opportunities and their interaction with strategy and business model

The material impacts, risks, and opportunities identified in cBrain's materiality assessment are outlined below and are also aligned with the ESRS topics: E1 Climate Change, S1 Own Workforce, S4 Consumers and end-users, and G1 Business Conduct within this sustainability reporting.

Direction Time horizon
E1 Climate change m
Upstrea
wn operations
O
m
Downstrea
m
Short-ter
m
m-ter
Mediu
m
Long-ter
Carbon emissions from own operations
Carbon emissions from our operations have a
negative impact on climate change by increasing
greenhouse gases in the atmosphere, thereby
intensifying global warming. No rea
Actual
negative
impact
S1 Own Workforce
Failure to sustain a strong DNA to attract and
retain talent
We view cBrain's unique culture and DNA as our
foremost competitive advantage in attracting and
retaining top talent and fostering organizational
strength and social cohesion.
Potential
negative
impact
S1 Consumers and end-users
Enabling easy-to-use citizen-centric digital
services increases transparency and faster
response
G1 Business Conduct
Potential
positive
impact
Risk of bribery & corruption in high-risk regions
Certain areas of our current and potential
customers, especially those in regions with higher
risks of corruption, face increased vulnerability.
Our presence in these regions requires initiative
taking measures to mitigate risks, especially when
engaging with government officials and during
initial payments or guarantee deposits, which are
often required in the tender processes in these
regions.
Risk

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Materiality Matrix

  • Climate Change E1
  • Pollution E2
  • Water and Marine Resources E3
  • Biodiversity and ecosystems E4
  • Resource use and circular economy E5
  • Own workforce S1
  • Workers in the value chain S2
  • Affected communities S3
  • Consumers and end-users S4
  • Business conduct G1

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Environmental Information

ESRS E1 Climate Change

| E1-1

Transition plan for climate change mitigation

cBrain aims to achieve climate neutrality by 2030. This objective reflects our dedication to aligning business operations with the global goal of limiting warming to 1.5°C, as outlined in the Paris Agreement.

Progress towards this goal is already underway. In 2022, cBrain achieved carbon neutrality for office electricity using solar energy and CO2 offsets. In 2023, this commitment was extended to include a contribution to CO2 reduction for our flight travels, and in 2024, we have further expanded to contribute CO2 reduction for 25% of our total scope 1, 2, and 3 emissions. The next phase, planned for 2026, will address the remaining elements of our carbon footprint, with a focus on circularity and waste reduction, aiming to achieve full carbon neutrality across all Scope 1, 2, and 3 emissions by 2030.

Our transition plan is guided by the principles of our Climate and Environmental Policy. It includes science-based emissions reduction targets that are aligned with the Science-Based Targets Initiative (SBTi) methodology. These targets include direct emissions from operations (Scope 1), indirect emissions from purchased electricity and heating (Scope 2), and a broader range of indirect emissions from our value chain (Scope 3).

To achieve these goals, cBrain is optimizing energy use across its operations and prioritizing renewable energy sources where possible. When renewable solutions are not yet viable, we are implementing carbon offsetting and contributing to CO2 reduction to ensure progress toward our net-zero target. Waste reduction is another critical component of our strategy, focusing on improving disposal practices. Partnerships with organizations like El Recycling for e-waste and eSmiley for food waste monitoring support these efforts.

Our ISO 14001 certification provides a structured framework for implementing sustainability measures, ensuring transparency, accountability, and continuous improvement in our approach to climate change mitigation.

| ESRS 2 | SBM-3

Material impacts, risks and opportunities and their interaction with strategy and business model

Developing and delivering software globally requires office facilities and business travel, making carbon emissions unavoidable.

Our materiality assessment identified the following potential impact on climate change:

Material risks, impacts, and opportunities related to climate change

Direction Time horizon
m
Upstrea
wn operations
O
m
Downstrea
m
Short-ter
m
m-ter
Mediu
m
Long-ter
Carbon emissions from own operations Actual negative impact

Carbon emissions from own operations

Carbon emissions from our operations negatively impact climate change by increasing greenhouse gases in the atmosphere, thereby intensifying global warming.

| E1-2

Policies related to climate change mitigation and adaptation

Our Climate and Environmental Policy, approved in 2025, outlines our commitment to reducing environmental impacts in line with globally recognized standards. Guided by the Science-Based Targets Initiative (SBTi) methodology, we aim to achieve climate neutrality by 2030, focusing on energy efficiency, renewable energy sourcing, and responsible waste management at our headquarters.

The policy sets measurable goals for operations, procurement, and mobility, following SOPs and ISO 14001. In 2025, we passed our external audit with no amendments.

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| E1-3

Actions and resources in relation to climate change policies

To support our Climate and Environmental Policy, we have implemented targeted actions and dedicated resources to achieve climate neutrality by 2030. Key actions in the financial year 2025 include optimizing energy usage, prioritizing renewable sources, and applying climate compensation where renewable access is limited. We focus on waste reduction through external onsite inspections of our waste disposal and responsible e-waste disposal through partnerships, including with El Recycling. We also run internal campaigns to minimize food waste, supported by eSmiley monitoring. All actions are managed under our ISO 14001-certified system.

| E1-4

Targets related to climate change mitigation and adaptation

The Science Based Targets Initiative (SBTi) provides a globally recognized framework for setting ambitious, science-based emissions reduction targets that align with the Paris Agreement.

As part of our ambition to achieve climate neutrality by 2030, we have aligned our emissions reduction targets with the Science-Based Targets Initiative (SBTi) methodology. However, due to the ongoing uncertainty regarding SBTi's guidance on including carbon offsets in Scope 3 target setting, we have decided not to submit our targets for official validation currently and await the organization's consultation process to clarify its position in anticipation of updated guidelines.

Given that Scope 3 emissions account for the majority of our carbon footprint, the lack of clear guidance on offset integration significantly impacts our target-setting approach. While we will not seek formal validation at this stage, we remain fully committed to setting and pursuing meaningful science-based emissions reduction targets in line with SBTi principles and methodologies when it is clear.

| E1-5

Energy consumption and mix

Our energy use primarily includes district heating and electricity. In alignment with our science-based methodology, we aim to reduce our reliance on non-renewable energy sources while integrating renewable energy options. This includes engaging our suppliers at all offices to ensure our operations are supplied with renewable electricity, adhering to the principles of additionality.

{52}------------------------------------------------

Greenhouse Gas Emissions

tCO₂e Note 2025 2024 2023 2022 2021 tCO₂e Note 2025 2024 2023 2022 2021
Scope 1 GHG Emissions 1 0 0 0 0 0 CO₂e
Compensation
Bought
7 11,8 8,5 13,2 0,0 0,0
District heating 13,4 12,5 12,0 59,0 50,0 Electricity, location-based 11,9 8,5 13,2 40,4 14,6
Electricity, market-based 0,1 0,0 0,0 40,4 14,6 Renewable energy purchased 11,8 8,5 13,2 0,0 0,0
Scope 2 GHG Emissions 2 13,5 12,5 12,0 99,4 64,6 Share of Renewable Energy, % 99% 100% 100% 0% 0%
Other indirect emissions (scope 3) 3 GHG
emissions,
tCO₂e/mDKK
8
• Bistro 119,6 138,6 28,0 - - GHG emissions (location-based) 2,0 2,3 1,3 0,9 0,7
• Hosting center electricity 1,6 1,2 1,1 - - GHG emissions (market-based) 1,9 2,2 1,2 0,9 0,7
• PC, monitors, phones/tablets 44,4 52,1 - - -
Category 1: Purchased goods 4 165,6 191,9 29,1 - - GHG
emissions,
tCO₂e/FTE
9
Category 5: Waste 5 0,1 0,4 0,5 - - GHG emissions (location-based) 2,4 3,2 1,8 1,1 0,8
• Air travel 282,4 378,4 236,4 74,0 41,6 GHG emissions (market-based) 2,4 3,2 1,7 1,1 0,8
• Hotel stays 13,0 12,2 12,0 - -
• Taxi 2,4 2,6 - - - Energy Consumption, MWh 10
• Travel in own car 1,9 2,0 - - - District heating 334,6 353,1 287,1 420,3 390,7
Category 6: Business travel 6 299,7 395,2 248,4 74,0 41,6 Electricity 207,1 183,9 167,9 294,8 284,7
Scope 3 GHG emissions 465,4 587,5 278,0 74,0 41,6 Energy Consumption, MWh 541,7 537,0 455,0 715,1 675,4
Total scope 1, 2 and 3 Emissions 478,9 600,0 290,0 173,4 106,2 Energy Consumption, MWh/FTE 2,7 2,8 2,7 4,7 4,9

{53}------------------------------------------------

Notes to the GHG emissions

| E1-6

Gross Scopes 1, 2, 3 and Total GHG emissions

Since 2018, we have reported on Scope 1 and 2 emissions. In 2022, we expanded our reporting to include Scope 3 emissions from business travel (air travel) and electricity usage from our external data center. In 2023, we further broadened our Scope 3 reporting by incorporating hotel stays and emissions from waste and food purchases.

In 2025, we aligned our GHG emissions reporting with the GHG Protocol, including all significant emission categories. Additionally, we refined our methodology and calculation methods for each category, as detailed below.

Note 1 - Direct GHG emissions (scope 1)

cBrain does not directly consume energy or operate company vehicles, so we have no Scope 1 emissions.

Note 2 - Indirect GHG emissions (scope 2)

cBrain reports indirect greenhouse gas (GHG) emissions from purchased heat and electricity in accordance with both market-based and location-based methodologies.

  • Market-based emissions reflect indirect GHG emissions based on procurement choices, including contractual instruments such as Power Purchase Agreements.
  • Location-based emissions are calculated using national grid average emission factors specific to each site's geographic location.

Electricity consumption data, measured in kWh, is collected through Energinet, which calculates cBrain's CO₂e emissions based on its electricity usage.

Note 3 - Other indirect GHG emissions (scope 3)

Indirect emissions from our value chain are classified as Scope 3. cBrain has conducted a preliminary materiality assessment of the fifteen categories defined by the GHG Protocol and identified three as material. The remaining categories are neither applicable nor lack sufficient data for accurate emissions calculations.

The data collection methods and emission calculation approaches are detailed under each relevant category below.

Note 4 – Purchased goods and services (Category 1)

Category 1 includes cBrain's food purchases for our bistro, electricity consumption for leased data storage, and purchase of computers, monitors, mobile phones, and tablets.

§ Bistro

The largest suppliers provide data on purchases, accounting for 80% of the bistro's total food purchases. The largest supplier provided CO₂e emissions data, while emissions for other suppliers are calculated using Concito's "The Big Climate Database version 1.2." CO₂e emissions for the remaining purchases are extrapolated based on quantities. The remaining 20% primarily comes from our meat suppliers.

§ Hosting center electricity

Data on electricity used for leased data storage is obtained from invoices provided by the supplier. The CO₂e emissions are calculated by multiplying the total usage by a location-specific emission factor, as the energy mix at the data center differs from that of the headquarters due to its different location.

§ PC, monitors, phones/tablets

The data on the number of computers, mobile phones, monitors, and tablets purchased during the year is collected from invoices provided by suppliers. This data is then multiplied by the corresponding manufacturer's product-specific emission factor for the entire product's lifetime.

The purchased technology has a 3-5 years lifespan, after which the used equipment is sold for recycling, thereby contributing to more sustainable consumption (circular economy). We recognize the products' emissions at purchase, which can lead to annual fluctuations.

Note 5 – Waste (Category 5)

§ Waste

Waste management primarily includes cardboard, paper, and food waste from the Bistro. Data is obtained from Marius Pedersen's self-service portal, tracking monthly waste collections. CO₂e emissions are calculated using the GHG Protocol's "wastetype-specific" method, applying unique emission factors for each waste type and treatment. Emissions for 2023 and 2024 are based on concrete calculations of waste from the company's emission factors for food waste and cardboard.

{54}------------------------------------------------

Note 6 - Business travel (Category 6)

§ Air travel

The emissions for each flight have been calculated by obtaining information on all registered flights during the reporting period. The distance for each flight was determined using the online tool www.airmilescalculator.com, which calculates the distance between points A and B using Vincenty's formula, including stopovers. Flights were categorized as domestic, short-haul, long-haul, or international (between non-EU countries) to account for emissions at different altitudes.

Additionally, the class type was considered when applying the appropriate emission factor. The well-to-tank emission factor for each flight category was multiplied by the distance and added to the flight's emissions, yielding the total CO₂e emissions for each air travel.

§ Hotel stays

Data related to hotel stays, which includes the country, number of nights, and number of rooms, are collected based on data from employees' reimbursement of hotel expenses. The CO₂e-emissions are then calculated based on DEFRA's countryspecific emission factors. For countries not included in DEFRA's data set, the emission factor was derived from www.hotelfootprints.org, as referred to by DEFRA.

§ Taxi

CO₂e-emissions from taxi rides are calculated based on employees' reimbursement of taxi expenses. The total price is used to estimate the number of kilometers driven in each country, which is multiplied by an average emission factor per kilometer.

§ Travel in own car

Transport includes driving in the employees' own cars, where driving is conducted in relation to cBrain's activities, primarily to and from customers. Specific information on car types and the fuel used, either electricity, diesel or petrol, has been obtained for 85% of the total distances driven to multiply the distance with the relevant emissions

Note 7 - CO₂e compensation purchased

cBrain receives information about CO₂e compensation purchased directly from suppliers.

Note 8 - GHG emissions based on net revenue

The total GHG emissions based on both location- and market-based approaches have been calculated to net revenue using the following formula:

tCO2e emissions in total (location- or market-based) Net revenue

Note 9 - GHG emissions based on FTE

The total GHG emissions based on both location- and market-based approaches have been calculated to the number of FTEs using the following formula:

tCO2e emissions in total (location- or market-based) Number of FTE's

Note 10 - Energy consumption

The data used for the total energy consumption is the same data used for the CO₂eemission calculations. The total energy consumption is calculated by converting the total district heating and electricity into the same unit (MWh) and adding them.

{55}------------------------------------------------

| E1-7

GHG removals and GHG mitigation projects financed through carbon credits

We remain completely neutral in emissions from our electricity consumption by adding solar power to the grid through The 0-Mission, a program in which cBrain subscribes to a solar park in Vandel near Vejle in Denmark.

To account for our Scope 3 emissions, we have chosen to focus our compensation strategy on supporting the Danish National Carbon Budget by committing funds to Klimaskovfonden for national afforestation projects. This decision reflects our shift away from purchasing Clean Development Mechanism (CDM) carbon offsets established under the Kyoto Protocol. While the preferable alternative would have been to buy direct carbon credits, the reality is that the carbon credit market and its associated technologies remain underdeveloped.

We continue to monitor developments in the carbon credit market and CO2 removal technologies, positioning ourselves as early adopters of a mindset dedicated to true CO2 reduction.

| E1-8

Internal carbon pricing

We do not apply internal carbon pricing schemes in our business.

| E1-9

Anticipated financial effects from material physical and transition risks and potential climate-related opportunities

We have opted to exercise the phase-in allowance to omit the financial effects from material physical and transition risks and potential climate-related opportunities required in E1-9 risks and potential climate-related opportunities required in E1-9.

{56}------------------------------------------------

Applied Climate Software for Government

Working with government agencies with climate or environmental mandates, we have systematically reduced the lead time from political decision to execution by utilizing our climate software platform.

  • Digitization to close the time gap from political decision to execution
  • End-to-end solution from case processing to communication & archiving
  • Built for government by the leading experts in the public sector

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Social Information

ESRS S1 Own workforce

At cBrain, our employees are at the core of our success, playing a pivotal role in maintaining our strong market position and driving the continuous development of our business. As a knowledge-intensive, fast-growing company, attracting, retaining, and developing talents is essential to achieving our strategic goals.

We recognize our employees as our greatest asset and are committed to fostering a work environment that prioritizes health, safety, and well-being. Investing in employee development strengthens our organizational DNA, creating a dynamic and inclusive workplace where everyone can contribute, grow, and reach their full potential.

Our approach to employee engagement is built on strong leadership, good communication, and a culture of collaboration. We offer training programs, hands-on development, and ongoing feedback mechanisms to ensure continuous professional growth. Additionally, we actively monitor engagement and well-being through regular surveys and dialogues, reinforcing our commitment to a thriving and motivated workforce.

| ESRS 2 | SBM-3

Material impacts, risks and opportunities and their interaction with strategy and business model

cBrain's growth strategy depends on a continuous influx of new talent and the ongoing development of our existing teams. We continuously nurture and strengthen our unique organizational DNA to sustain our market position and remain a trusted partner in developing COTS solutions for government software.

Our materiality assessment identified the following potential impact on our workforce:

Material risks, impacts, and opportunities related to climate change

Direction Time horizon
m
Upstrea
wn operations
O
m
Downstrea
m
Short-ter
m
m-ter
Mediu
m
Long-ter
Failure to sustain a strong DNA
to attract and retain talent
Potential negative
impact

Failure to sustain a strong DNA to attract and retain talent

At cBrain, we believe that our culture and DNA are key to attracting and retaining talent. Weakening our core values in product innovation, customer focus, and workplace culture could lead to higher employee turnover and impact business growth. Maintaining a strong reputation in the job market and among educational institutions is also essential for securing future talent.

To mitigate this risk, we embed a strong people agenda in our business strategy, focusing on leadership training, continuous method development, structured onboarding, and sound work-life balance. We also remain committed to equal opportunities and diversity as fundamental pillars of our culture.

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| S1-1

Policies related to own workforce

We are committed to creating an ambitious yet fair and inclusive workplace, guided by our CSR approach, Code of Conduct, and key Human Rights, Diversity, and Fair Labor Practices policies.

cBrain wishes to build long-term relations with employees and be a supportive employer through a holistic view of our employees' different life phases and situations.

Employee health and safety are highly prioritized, as expressed in our Global Health Policy. We offer fitness and sports facilities at the headquarters as well as social and sports clubs (incl. running, climbing, walking, badminton, basket, padel, board games, etc.), ergonomic workstations, free annual vaccinations, along with regular safety training. We also promote a healthy work-life balance through flexible work arrangements. Moreover, our people have a high degree of autonomy in planning their own work, and our low-hierarchy organizational structure encourages open dialogue, innovation, and creativity.

We uphold a zero-tolerance approach to discrimination and harassment. According to our policies, any discrimination based on race, gender, religion or beliefs, political view, sexual orientation, social or ethnic origin, or other personal characteristics is prohibited across all aspects of employment.

Harassment, including unwanted behavior of a sexual nature, is not tolerated, and employees are encouraged to report any concerns to HR.

Diversity is a core value, as outlined in our Diversity Policy. In 2025 we are offering a leadership workshop on the topic of diversity and inclusion. We believe that an inclusive and diverse culture brings varied perspectives and are drivers for both innovation and profitability. Our initiatives aim for at least 40% gender representation in management by 2030.

In our recruitment and promotion processes we value diverse backgrounds which include factors such as gender, age, educational background, experience, language, etc., ensuring an inclusive workplace.

Our commitment to data security reflects the trust essential to our operations. Data privacy is rigorously protected in line with international standards.

All policies are approved by the board of directors and overseen by the audit committee.

| S1-2

Processes for engaging with own workforce and workers' representatives about impacts

We know that personal influence in one's own work is crucial to employee engagement. We are dedicated to relating openly with our employees on matters affecting their well-being and motivation. We use structured and informal channels, such as regular development meetings, one-to-one meetings with managers, and team feedback sessions, to ensure that employee perspectives are integrated into our decision-making. Our leadership, including HR, facilitates these interactions, documenting feedback to address any issues at an executive level.

Our people's policies encourage employees to share concerns without fear of retaliation, and we have included courses in psychological safety as part of our Good Communication program to maintain psychological safety in our teams through secure and open communication.

We continuously assess and adjust our engagement processes based on employee feedback and surveys, aligning our practices with organizational goals. For instance, we conduct onboarding surveys, which enable us to monitor and increase job motivation during the onboarding process. Yearly, we develop an employee data analysis based on qualitative information from exit interviews to draw lessons and identify focus areas for improvement and strengthening employee engagement and retention. Regularly, all employees are invited to give feedback on top management, direct management, work environment, innovation and customer orientation of the company. The results are subject to management attention and discussion, and workshops are run in the company to further explore potential improvement areas.

| S1-3

Processes to remediate negative impacts and channels for own workforce to raise concerns

Employees are generally encouraged to speak freely and report any concerns or complaints regarding harassment, suspected legal or financial misconduct, or other issues to their manager, HR, or directly to any members of the executive management. This approach provides a confidential way to report serious concerns, supporting our commitment to securing a respectful and ethical workplace.

Where internal channels may not be suitable, employees can anonymously use the whistleblower protection framework to ensure their concerns are addressed to the audit committee chair.

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| S1-4

Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions

Under the "Good Communication" on-going initiative, we have conducted internal team sessions such as High-Performance Teams, Master the Difficult Conversation, become a Good Listener, and Create Psychological Safety. Leadership sessions have been held focusing on training the concept of emotional intelligence. These courses equip our leaders and employees to manage challenging conversations, build active listening, and foster a culture where everyone feels comfortable sharing ideas and feedback with colleagues, managers, customers, and partners.

| S1-5

Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities

We conduct regular workplace assessments (APV) to gather feedback on working conditions and ensure a safe, healthy environment. These assessments help identify risks and improvement areas, with action plans shared with all employees. HR also conducts an annual employee analysis covering data from hiring, terminations, leave, and exit interview feedback with the aim of identifying key drivers for employee retention. Additionally, surveys during onboarding help identify areas for improvement and support management in optimizing the employee onboarding experience.

In 2025 we conducted an engagement survey to assess the work environment and overall job satisfaction. These insights help us continuously refine our approach. While we are not a KPI-driven company, we take engagement survey results seriously and set ambitious targets for key people metrics.

Our priority is achieving high response rates to ensure meaningful feedback. Surveys are conducted anonymously to encourage openness, and the insights gathered drive ongoing improvements in employee well-being while supporting cBrain's growth and innovation goals. This approach helps us balance employee well-being with business performance.

| S1-6

Characteristics of the Undertaking's Employees

Headquartered in Denmark, cBrain operates in more than 10 countries across five continents with a workforce of 231 employees (headcounts). In 2025, 20 employees left, resulting in 9% turnover rate (2024, 19 employees left, resulting in a 7% turnover rate).

We strive for a balanced workforce based on gender, age, and international background. Our mix of permanent and temporary employees contributes to a dynamic environment, blending the perspectives of experienced professionals and early-career talents.

The IT industry is typically unevenly composed, with women representing less than 23% of the workforce in Denmark and its neighboring countries. At cBrain, women make up 39% of our workforce, which is significantly above industry norms. We believe gender diversity positively influences our working environment by fostering a more balanced workforce cohesion, enabling innovation, and contributing to our good business results.

The tables on the next page show details about the diversity and characteristics of our workforce. cBrain has under 50 employees abroad, below 10% of its workforce, so the table is not divided by country.

| S1-7

Characteristics of non-employees in the undertaking's own workforce

Our non-employees primarily include partners in regions, playing a key role in expanding our market presence and bringing in key local competencies. While operating independently, they are guided to uphold our ethical conduct and company values and are included in all significant company strategic and social events. We regularly assess our reliance on these non-employee roles to ensure alignment with our strategic expansion goals, enabling a cohesive presence in new markets while effectively managing associated risks.

| S1-8

Collective bargaining coverage and social dialogue

cBrain's employees are not covered by collective bargaining agreements. However, Danish employees are well protected by the Danish Salaried Employees Act (Funktionærloven) and Holidays Act, which protects employees to a high degree through ambitious and fair standards for employment terms such as notice periods, vacation, and working hours. Local law applies to employees outside Denmark, and in some areas of employment, cBrain offers even better conditions than the law requires.

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Diversity and characteristics of employees

FTE's 2025 2024 2023 2022 2021 Headcounts 2025 2024 2023 2022 2021
Gender diversity Permanent employees
Male 125 113 95 87 77 Male 138 137 87 80 68
Female 78 76 72 65 60 Female 72 65 67 61 57
Other - - - - - Other - - - - -
1 203 189 167 152 137 11 210 202 154 141 125
Women's representation by levels Temporary employees
Board of Directors 2 20% 20% 20% 20% 20% Male 15 12 8 7 9
Executive Management 3 0% 0% 0% 0% 0% Female 6 6 5 4 3
Directors 4 20% 25% 25% 0% 0% Other - - - - -
Managers 5 30% 35% 35% 38% 30% 12 21 18 13 11 12
All employees 6 39% 40% 43% 44% 44%
Non-guaranteed employees
Distribution of employees by age group 7 Male 6 6 5 6 5
Under 30 years old 20% 18% - - - Female 3 3 4 3 3
Between 30-50 years old 57% 56% - - - Other - - - - -
Over 50 years old 23% 26% - - - 13 9 8 10 8 7
Gender pay gap Employee turnover 14
Managers 8 19% 27% - - - Permanent employees 9% 7% 11% 12% 9%
Other employees below managers 9 13% 8% - - - Temporary employees 8% 11% 16% 17% 40%
CEO pay ratio 10 4,5:1 4,6:1 4,6:1 4,6:1 4,6:1 Non-guaranteed employees 9% 32% 10% 0% 22%

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| S1-9

Diversity metrics

The accounting policies for diversity and employee characteristics metrics in the table above are described below.

Note 1 - Gender diversity

Gender diversity is reported based on the average number of employees during the financial year, categorized by the gender registered with authorities. This includes all full-time and part-time staff, adjusted for working hours relative to a full-time equivalent (FTE) position.

Note 2 - Women's representation in the Board of Directors

The Board of Directors consists of five members, of whom one is a woman.

Note 3 – Women representation in Executive Management

The Executive Management team consists of two male members.

Note 4 – Women's representation in Directors

Directors are defined as an extension of executive management in daily operations and are collectively called the executive management team. The team includes four additional members, of whom one is a woman.

Note 5 – Women representation in Managers

Managers include all other personnel with direct people management responsibilities. At the end of the financial year, the average number of managers was 17, of whom six were women.

Note 6 – Women representation in all employees

Gender diversity is the average number of female employees divided by the total number of FTEs.

Note 7 – Distribution of employees by age group

The distribution of employees by age group is based on the average number of employees in each age category as of the last day of the financial year.

Note 8 – The gender pay gap for managers

Managers (see definition of Managers in Note 5), have a 40% gender pay gap, mainly due to male managers' longer tenure and broader responsibilities. New hires and promotions receive equal salaries, adjusted for qualifications.

Note 9 – The gender pay gap for other employees

Other employees include all non-management staff. The 8% gender pay gap is due to a group of male employees with longer tenure and broader responsibilities. New hires receive equal pay based on qualifications.

Note 10 – CEO pay ratio

The annual total remuneration ratio of the highest-paid individual (CEO) to the median annual total remuneration for all employees, excluding the highest-paid individual.

Note 11 – Permanent employees

Permanent employees are defined as full-time employees and are reported based on headcount at the end of the financial year.

Note 12 – Temporary employees

Temporary employees include part-time workers (hourly paid employees) and are reported based on headcount at the end of the financial year.

Note 13 – Non-guaranteed employees

Non-guaranteed employees include contractors (external consultants) who are closely affiliated with the company for specific purposes, such as market development consultants abroad. These employees are reported based on headcount at the end of the financial year.

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Note 14 – Employee turnover

Employee turnover is calculated as the number of employees who left the company during the year, divided by the average number of employees during the year.

| S1-10

Adequate Wages

All our employees in European countries are paid an adequate wage in line with Directive (EU) 2022/2041, ensuring compliance with local wage standards. As our workforce primarily consists of highly educated employees, our wages are set way above these minimum benchmarks to reflect the skills and expertise of our employees. Our non-European employees similarly receive adequate wages based on national and market benchmarks.

| S1-11

Social protection

Our employees' well-being is a top priority. Comprehensive social protection measures are available as part of employment, including healthcare, retirement plans, disability insurance, and paid leave. These benefits are tailored to meet local regulations and market standards.

| S1-12

Persons with disabilities

We do not track employee disability but value the diversity among our team.

| S1-13

Training and Skills Development metrics

All employees participate in two annual performance dialogues with their direct managers, using a structured form to guide the process and assess past performance, set future goals, and outline personal development plans. These reviews ensure alignment between individual growth and our strategic objectives, with outcomes documented and shared with HR to support continuous employee development.

In 2025, cBrain invited all employees to an off-site three full-day workshop working with the execution of our strategic growth goals and "Plan 2026-2028" where everybody had the opportunity to participate in strategy work and share innovative ideas and concerns related to company ambitions.

Additionally, we offer a wide range of development opportunities tailored to our workforce's diverse needs, including technical training, leadership development, agile project management, and personal skills development programs. On average, each employee completed 45 hours of training in 2025 equally distributed for the entire workforce.

| S1-14

Health and safety metrics

We are committed to a safe, healthy, and supportive workplace. Our Global Health Policy promotes well-being through proactive health monitoring, including monthly reviews of sick leave and vacation balances. Employees facing heavy workloads or stress are encouraged to seek support from managers and HR.

We prioritize both physical and mental health, offering ergonomic assessments, flu vaccinations, a fitness center, company-sponsored sports events, and healthy meals. Our Good Communication initiative includes training in workplace safety, emotional intelligence, and psychological safety to foster a positive culture.

All employees are covered by health and safety procedures. In 2025, work-related injuries remained below 1%, resulting in minimal lost workdays.

| S1-15

Work-life balance

We value work-life balance as a core component of employee well-being, and we perceive it to increase our overall productivity. We are committed to providing flexible terms and arrangements and policies that help employees maintain a healthy balance between their work responsibilities and personal lives.

In 2025, 100% of employees were entitled to family-related leave, reflecting our dedication to supporting the employees' family needs. Of these, 5% of employees took family-related leave, with 3% of men and 6% of women utilizing this benefit.

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| S1-16

Remuneration metrics (pay gap and total remuneration)

We are committed to fair and equal remuneration practices that reflect our dedication to inclusivity and transparency. We regularly review and analyze our pay structures to ensure that employees are compensated fairly based on an evaluation of skills, experience, responsibilities, and contributions. As part of this process, we monitor the gender pay gap to identify and address any disparities in pay between male and female employees performing comparable roles and with comparable educational and experience profiles.

| S1-17

Incidents, complaints, and severe human rights impacts

In 2025, in terms of human rights impacts, cBrain reported no incidents or complaints. We maintain a respectful and ethical work environment with accessible, anonymous reporting channels that are monitored. Our policies are regularly assessed to align with best practices. This includes our commitment to respect and uphold human rights in our value chain.

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Social Information

ESRS S4 Consumers and end-users

| ESRS 2 | SBM-2

Interests and views of stakeholders

Government digital transformation represents one of the largest markets globally.

COTS for government is a game-changing approach that offers government organizations fast digital transformation at scale. This offers a huge market opportunity for cBrain and cBrain intends to become a leading global supplier of COTS for government. With F2, cBrain has a first-mover advantage and a unique value proposition.

cBrain intends to become a leading global supplier of COTS for government.

While governments around the world increase their investments in digital transformation and the IT industry expands to meet the demand, the shortage of skilled IT professionals is often cited as a key factor in delays or failures in IT modernization projects.

The emergence of COTS for government addresses the labor gap. Standard software and tools like F2 and the F2 Service Builder enable users without a technical background to manage much of the IT work, thereby reducing the demand for skilled IT resources.

This makes COTS for government an industry game-changing technology. By democratizing IT modernization and reducing the demand for skilled IT resources, COTS for government simultaneously lowers costs and accelerates successful digital transformation, thereby becoming a key enabler for government transformation.

By adopting best practices from the most digital country in the world with high standards when it comes to e.g. transparency, justice, inclusion, anti-corruption, biodiversity, and climate regulation, cBrain and its partners can provide government, citizens, businesses, and end-users around the world with solutions that support and respects not only human rights but all The Teen Principles set up by UN and several of UN's Sustainable Development Goals.

| ESRS 2 | SBM-3

Material impacts, risks and opportunities and their interaction with strategy and business model

The world is becoming increasingly digital. It opens for opportunities as well as risks.

Our materiality assessment identified the following potential impact on our workforce:

Material risks, impacts, and opportunities related to consumers and end-users

Direction Time horizon
m
Upstrea
wn operations
O
m
Downstrea
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Short-ter
m
m-ter
Mediu
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Long-ter
Enabling easy-to-use citizen
centric digital services increases
transparency and faster response
Potential positive
impact

The level of cyber risk is increasing and can compromise services and data thereby disturbing society and causing vulnerability.

There is a tendency for large government projects to fail to meet schedule, budget, and results that can contribute to a lack of trust towards government and digitalization. The demand for increased efficiency and better citizen services in the public sector is huge and offers opportunities for cBrain to expand our business and to develop and provide solutions that help citizens and businesses to interact with the public sector in a way that is helpful, respectful and efficient and at the same time lower the digital threshold and barriers.

Increased complexity in legislation can cause complex solutions that can make it difficult for citizens and businesses to grasp to understand what to do. Digitalization can offer help but also in itself drive complexity. It can be a double-edged sword.

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cBrain regards this development as a huge opportunity because we foresee that it will drive the demand for standard solutions built for government and based on best practices.

At the same time, it will demand increased investment in security and the protection of data and the integrity of data and in the enhancement of the end-user dialogue whether it is civil servants, citizens, or businesses.

| S4-1

Policies related to consumers and end-users

As a provider of eGovernment services across 5 continents cBrain recognizes and is aware of its responsibility towards society.

cBrain has many years maintained a comprehensive security policy and system, which is ISO 27001 certified and controlled by external assessors. The General Data Protection Regulation from the EU has been implemented according to Danish law and is audited by external assessors yearly. Results from the assessment are disclosed on cBrain's customer portals. The F2 software is developed by the principal security by design. Assessments cover Denmark and Germany, but policies and procedures are followed globally.

cBrain has been preparing for the implementation of The Network and Information Security 2 (NIS-2) Directive, which aims to achieve a high common level of cybersecurity across the EU. cBrain will finalize the implementation before the deadline decided by the Danish Parliament.

| S4-2

Processes for engaging with consumers and end-users about impacts

According to the Danish Company Act cBrain implemented a Data Ethical Policy in 2021 and reports every year on the development. Policy and reports are available on cBrain's homepage www.cbrain.com/corporate-governance.

As described in the Data Ethical Policy the product board has the responsibility to assess any data ethical issues in the product development cycle to ensure that cBrain keeps its data ethical promises. The product manager is responsible for making sure that assessments are carried through. Further in the implementation of customer solutions, it is the responsibility of the project manager to ensure that data ethical issues are brought up and discussed with the customer's management.

A Code of Conduct has been in place since 2018 and ensures that policies are implemented, updated, and followed. A Supplier Code of Conduct ensures that partners and suppliers are following the same principles.

All staff are trained and tested in the Code of Conduct relevant policies and in the security system as a part of the onboarding process and are retrained and tested yearly.

| S4-3

Processes to remediate negative impacts and channels for consumers and endusers to raise concerns

Innovation, further development, and enhancement of the standard platform are anchored in the product board under the governance of the CEO and CTO and are steered by the product manager. As a one-product company, it is a strategic forum.

From customers and end-users cBrain receives constant input and cBrain arranges and hosts Best Practice events at the headquarters, where solutions and issues are discussed.

cBrain releases new major versions of F2 every year but consider adopting a more agile release mechanism in the future.

cBrain has developed a whole range of methods and tools that support the design and implementation process in customer projects. At the core of those models is Innovation Design thinking, which enables a remarkably high degree of end-user participation. Working with the F2 product, which is configurable to a remarkably high extent, gives the users the ability to impact the configuration all through the design process. We call it Open Design.

Accessibility is key not only to the public sector but also to cBrain. We develop standard software for the public sector with an outreach to quite different user groups including of course citizens and businesses. The German public market is characterized by exceedingly high standards regarding end-user accessibility and working with one of the largest agencies in Germany, cBrain has invested years in meeting those high standards.

Formal reporting mechanisms are implemented to make sure that cBrain Policies and Code of Conduct are followed including a Whistle Blower channel to manage possible incidents. The Audit Committee oversees it.

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| S4-4

Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions

By implementing international standards for security (ISO 27001) and environment (ISO 14001) we have established a risk-based management setup and a company culture that secures and supports high attention.

We act systematically to prevent any misuse of sensitive data, and we have clear policies and guidelines for how employees should manage situations of data leakage if it should arise. The same goes for environment-related issues. Thereby risks are reduced.

Due to the focus on SGD 16, we work constantly to improve transparency and responsibility through our product F2. Via our methods and F2, we emphasize and support a citizen-centric approach, which results in easy-to-use self-service solutions with high quality, that again deliver high value for citizens, businesses, and public entities.

By providing solutions in the area of climate, energy and environmental regulation, cBrain contributes to lowering the CO2e emission and enhancement of biodiversity.

| S4-5

Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

0 reports have been filed via The Code of Conduct channel and the Whistle Blower channel since it was established in 2018 and respectively 2020.

For 2025, cBrain related (excl. "Caused by customer") security incidents targets and results have been:

Significance Target Result
Minimal impact No Target 6
Minor impact Less than 10 2
Impact Less than 5 2
Greater impact 0 0
Catastrophic impact 0 0
Total 10

The Danish Data Protection Agency (DDPA)

0 report has been issued to DDPA

0 issue has been addressed by DDPA

The Centre for Cyber Security (CFCS)

0 reports have been issued to CFCS

CFCS has addressed 0 issue

External ISO 27001 audit of cBrain

Performed in October 2025.

Besides improvement suggestions only 1 minor nonconformity, which cBrain had rectified by October 14, 2025.

External ISAE 3402 & 3000 audits of cBrain

Performed in the period November 2025 to February 2026.

Resulted in 0 nonconformities.

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Governance Information

ESRS G1 Business Conduct

| ESRS 2 | SBM-2

Interests and views of stakeholders

We are committed to conducting business with integrity in all aspects of our operations and ensuring compliance with the laws and regulations in every country where we operate. As a global provider of COTS for governments, we recognize the importance of ethical practices in our interactions with the public sector.

As a growing organization, we continually enhance our compliance program and emphasize the need for a shared understanding of our business conduct among our people, suppliers, and partners. Our strong culture of integrity and transparency ensures that our people understand the importance of ethical conduct in our business practices and build trust with our stakeholders.

| ESRS 2 | SBM-3

Material impacts, risks and opportunities and their interaction with strategy and business model

Working with government agencies requires engaging with officials at multiple levels, making vigilance against corrupt business practices essential, particularly in high-risk regions where bribery and corruption risks are elevated. These risks include facilitation payments and potential corruption involving government officials.

Our materiality assessment identified the following potential impact on our business conduct:

Material risks, impacts, and opportunities related to climate change

Direction Time horizon
m
Upstrea
wn operations
O
m
Downstrea
m
Short-ter
m
m-ter
Mediu
m
Long-ter
Risk of bribery & corruption in high-risk
regions
Risk

Risk of bribery & corruption in high-risk regions

Certain areas of our current and potential customers, especially those in regions with higher risks of corruption, face increased vulnerability. Our presence in these regions requires initiative-taking measures to mitigate risks, especially when engaging with government officials and during initial payments or guarantee deposits, which are often required in the tender processes in these regions.

Any incident of bribery or corruption could result in fines, penalties, and reputational damage for cBrain, undermining our relationships with current and prospective public customers, suppliers, or partners. This risk is present not only within our own operations but also among our partners and is notably higher in regions such as the Middle East, Africa, Asia, and South America.

| G1-1

Business conduct policies and corporate culture

Our compliance framework is built on our core values, Code of Conduct, and Supplier Code of Conduct, supplemented by specific policies addressing anti-corruption, data protection, IT security, and insider trading. These policies empower our employees and suppliers to make decisions that align with our ethical standards.

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The Board of Directors holds ultimate responsibility for overseeing cBrain's corporate culture and business conduct, while the Executive Management is tasked with leading by example and promoting a culture of integrity throughout the organization.

Risks related to business integrity and compliance are actively overseen and managed across the organization by the CFO and the General Counsel, and discrepancies are reported to the Audit Committee. No report has been given in 2025.

Code of Conduct

Our Code of Conduct sets clear ethical standards for the company and encompasses all aspects of our operations and activities, including compliance with laws, respect for human rights, commitment to diversity, fair competition, and anti-corruption practices. It outlines responsibilities related to business integrity, such as anti-money laundering regulations and data protection, and prohibits aggressive tax strategies and political contributions. Employees are required to report any violations, and suppliers must adhere to similar ethical standards.

The CFO is responsible for the Code of Conduct. No noncompliance is reported to the Audit Committee, and no incident has been reported in 2025. The Code of Conduct is reviewed annually and updated in line with relevant legislation, with the latest update occurring in October 2024 due to the annual review.

Training and Awareness

To ensure understanding and adherence to the Code of Conduct, we provide ongoing, mandatory training and regular communications for all employees. This training is integrated into the onboarding process for recruits and covers the Code of Conduct and our anti-corruption policies. All business conduct policies are readily accessible to employees through cBrain's onboarding. Annually, all employees must restudy the program and achieve at least 90% in an online test to complete.

In 2025, we strengthened our compliance framework by centralizing the compliance organization under the governance of the CFO and Finance Team. The Compliance and security internal auditors now collaborate closely with the Finance Team, General Counsel and CFO on tasks related to ISO certifications and ISAE audits.

Whistle-Blower System

cBrain offers a whistle-blower system that enables employees, customers, suppliers, and partners to report any financial or legal impropriety allegations. This system is accessible through our website, and all reported concerns are reviewed and assessed by the audit committee chair to determine if they fall under the scope of the whistleblower policy and, ultimately, if required by our external auditor.

Training on the whistle-blower system and the associated privacy policy is mandatory because all employees are a part of the onboarding process. Whistle-blowers are protected from retaliation, discrimination, or disciplinary action resulting from their reports.

In 2025, zero concerns were raised through the whistle-blower system.

| G1-2

Management of relationships with suppliers

Supplier Code of Conduct

Our success is built on strong partnerships with suppliers who share our ethical principles, and we clearly outline our expectations in our Supplier Code of Conduct.

The Supplier Code of Conduct addresses potential risks related to labor practices, human rights, health and safety, environmental responsibility, and bribery and corruption. Suppliers must comply with international human rights standards and national laws regarding child and forced labor, working hours, wages and benefits, and non-discrimination.

We expect our suppliers to prioritize occupational health, safety, and environmental compliance while supporting cBrain's goal of reducing Scope 3 emissions and achieving net-zero emissions by 2030. This includes providing data on greenhouse gas (GHG) emissions and setting emissions reduction targets that align with the Paris Agreement.

All primary suppliers are required to sign our Supplier Code of Conduct and disseminate it to their subcontractors and business associates involved in providing goods and services as outlined in our contracts.

Suppliers are subject to ad hoc risk evaluations and audits to ensure compliance. We reserve the right to terminate contracts with any supplier that violates the Supplier Code of Conduct or refuses to participate in a remediation plan when requested. In 2025, cBrain conducted one evaluation through an audit.

We recognize our responsibility to our suppliers by maintaining standard payment terms of net 30 days to prevent overdue payments, particularly for small and medium-sized enterprises (SMEs).

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The General Counsel is responsible for the Supplier Code of Conduct, which is reviewed annually and updated to align with relevant legislation. The most recent update occurred in March 2023.

| G1-3

Prevention and detection of corruption and bribery

We uphold a zero-tolerance policy toward bribery and corruption, committing to conduct our business ethically and with integrity in all dealings and relationships worldwide. We comply with anti-bribery and corruption laws in every jurisdiction where we operate, and we neither engage in nor tolerate any form of facilitation payments.

Our Code of Conduct and Anti-Corruption Policy clearly outlines our commitment to preventing bribery, fraud, and corruption. All employees undergo mandatory training in these specific policies, and our expectations are communicated to suppliers through our Supplier Code of Conduct. We will continue to monitor the area closely and evaluate anti-corruption risks on a ongoing basis.

In regions such as the Middle East, Africa, Asia, and South America, we face an elevated risk of corruption and bribery, particularly within our sales departments, which often engage with government officials. To address these challenges, employees operating in high-risk areas receive targeted compliance training and dedicated support to ensure they understand and adhere to our ethical standards, including anti-corruption.

We encourage employees, suppliers, customers, and partners to report any allegations of corruption, bribery, fraud, or other legal or financial misconduct by contacting the CFO or through our whistle-blowing mechanism.

Concerns submitted via the whistle-blower system are reviewed and assessed by the audit committee chair and our external auditors if required.

Training and Awareness

We provide mandatory anti-corruption and bribery training for new employees through our onboarding process and yearly updates via online training. In 2025, 100% of employees completed training and testing on our Code of Conduct, Anti-Corruption Policy, and Information Security Policy. By prioritizing training, testing, and awareness, we ensure that our employees are equipped to uphold our commitment to integrity in all aspects of our operations.

| G1-4

Incidents of corruption or bribery

In 2025, cBrain reported no breaches of the Code of Conduct. There were also no incidents related to human rights, fraud, corruption, bribery, or violations of antitrust or competition laws.

Additionally, cBrain did not receive any convictions or fines for breaches of anticorruption or anti-bribery laws, nor were we subject to any legal actions related to corruption or bribery during this year.

| G1-5

Political influence and lobbying activities

We do not fund political parties and strictly make charitable contributions that comply with local laws and ethical standards. Before they are executed, all donations must receive approval from the CFO.

cBrain is a member of several trade and business associations in Denmark and other countries where we operate, with a total annual contribution for these memberships amounting to DKK 1m.

Furthermore, no cBrain Board of Directors, Executive Management, or other management members held positions in public administration or regulatory bodies in the two years preceding the 2024 reporting period.

| G1-6

Payment practices

Our standard contract payment terms are set at 30 days from receipt of the invoice for all suppliers. This applies to approximately 80% of our annual invoices by value. We ensure payments are made within this 30-day timeframe for services received, which encompasses about 5% of our annual invoices. The remaining invoices are also paid within 30 days of receipt, maintaining consistency through our payment practices.

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Management Statement

The Board of Directors and Executive Management have today discussed and approved the annual report of cBrain A/S for the financial year 2025.

The annual report has been prepared in accordance with IFRS Accounting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act.

It is our opinion that the consolidated financial statements and the Parent company's financial statements give a true and fair view of the Group's and the Parent company's financial position on December 31, 2025, and of the results of the Group's and the Parent company's operations and cash flows for the financial year January 1 – December 31, 2025.

In our opinion, the Management's review gives a fair review of the development in the Group's and the Parent company's operations and financial conditions, the results for the year, cash flows, and financial position as well as a description of the principal risks and uncertainty factors that the Group and the Parent company face.

In our opinion, the annual report of cBrain A/S for the financial year 2025 identified as cBrain-2025-12-31- en.zip has been prepared, in all material respects, in compliance with the ESEF-regulation.

We recommend that the annual report be approved at the annual general meeting.

Copenhagen, February 19, 2026

Board of Directors

Henrik Hvidtfeldt Chair

Lisa Charlotte Herold

Peter Sam Loft

Ferbing Vice Chair

Per Tejs Knudsen Thomas Qvist

Executive Board

Per Tejs Knudsen CEO

Thomas Qvist CTO

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Independent Auditor's Report

To the shareholders of cBrain A/S

Report on the audit of the Consolidated Financial Statements and Parent Company Financial Statements

Opinion

We have audited the consolidated financial statements and the parent company financial statements of cBrain A/S for the financial year 1 January – 31 December 2025, which comprise income statement, statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement and notes, including material accounting policy information, for the Group and the Parent Company. The consolidated financial statements and the parent company financial statements are prepared in accordance with IFRS Accounting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act.

In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2025 and of the results of the Group's and the Parent Company's operations and cash flows for the financial year 1 January – 31 December 2025 in accordance with IFRS Accounting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act.

Our opinion is consistent with our long-form audit report to the Audit Committee and the Board of Directors.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's responsibilities for the audit of the consolidated financial statements and the parent company financial statements" (hereinafter collectively referred to as "the financial statements") section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code), as applicable to audits of financial statements of public interest entities, and the additional ethical requirements applicable in Denmark to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

To the best of our knowledge, we have not provided any prohibited non-audit services as described in article 5(1) of Regulation (EU) no. 537/2014.

Appointment of auditor

We were initially appointed as auditor of cBrain A/S on 28 April 2022 for the financial year 2022. We have been reappointed annually by resolution of the general meeting for a total consecutive period of 4 years up until the financial year 2025.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements for the financial year 2025. These matters were addressed during our audit of the financial statements as a whole and in forming our opinion thereon. We do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled our responsibilities described in the "Auditor's responsibilities for the audit of the financial statements" section, including in relation to the key audit matters below. Accordingly, our audit included the design and performance of procedures to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the financial statements.

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Key audit matters:

Capitalisation of development projects

Development projects are capitalized when the criteria's according to IAS 38 are met. This includes whether the development projects are clearly defined and identifiable, and where the technical feasibility, sufficient resources and the cost price can be determined as well as potential future economic benefits can be demonstrated.

The criteria for recognition and measurement of development projects are subject to Management's estimates and judgements. which is uncertain by nature.

The Group monitors the expected carrying amount of development projects in progress and evaluates whether any indications of impairment for the completed development projects exists. Development projects in progress and completed projects are tested for impairment at least annually.

We focused on this area as the assessment of whether the criteria for recognition of development projects are met and the preparation of impairment test are subject to significant Management estimates and judgements.

We refer to Note 2 for accounting estimates and Note 13 Intangible Assets.

How our audit addressed the key audit matter

We have assessed whether the prepared documentation for the recognition of development projects meets the criteria for capitalization in accordance with IAS 38.

On a sample basis, we have tested the recognized direct labor expenses to time registrations and other payroll related information. In addition, we have on a sample basis assessed whether the capitalized indirect costs are directly attributable to the development projects and whether the costs are accurate.

We have compared the budgets used in the impairment test with the business plans approved by Management, and assessed the key assumptions used in the impairment test through discussions with management about strategic initiatives. We have compared management's estimates from previous periods to realized earnings, to assess the reliability of Management's Expectations for future earnings.

Statement on the Management's review

Management is responsible for the Management's review.

Our opinion on the financial statements does not cover the Management's review, and we do not express any assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the Management's review and, in doing so, consider whether the Management's review is materially inconsistent with the financial statements, or our knowledge obtained during the audit, or otherwise appears to be materially misstated.

Moreover, it is our responsibility to consider whether the Management's review provides the information required by relevant law and regulations.

Based on our procedures, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of relevant law and regulations. We did not identify any material misstatement of the Management's review.

Management's responsibilities for the financial statements

Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, Management is responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance as to whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or

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error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit conducted in accordance with ISAs and additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Parent Company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
  • Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Parent Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and the Parent Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and contents of the financial statements, including the note disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.
  • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are

responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements and the parent company financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Report on compliance with the ESEF Regulation

As part of our audit of the Consolidated Financial Statements and Parent Company Financial Statements of cBrain A/S, we performed procedures to express an opinion on whether the annual report of cBrain A/S for the financial year 1 January – 31 December 2025 with the file name cBrain-2025-12-31-0-en is prepared, in all material respects, in compliance with the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) which includes requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of the Consolidated Financial Statements including notes.

Management is responsible for preparing an annual report that complies with the ESEF Regulation. This responsibility includes:

  • The preparing of the annual report in XHTML format;
  • The selection and application of appropriate iXBRL tags, including extensions to the ESEF taxonomy and the anchoring thereof to elements in the taxonomy, for all financial information required to be tagged using judgement where necessary;
  • Ensuring consistency between iXBRL tagged data and the Consolidated Financial Statements presented in human readable format; and

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For such internal control as Management determines necessary to enable the preparation of an annual report that is compliant with the ESEF Regulation.

Our responsibility is to obtain reasonable assurance on whether the annual report is prepared, in all material respects, in compliance with the ESEF Regulation based on the evidence we have obtained, and to issue a report that includes our opinion. The nature, timing and extent of procedures selected depend on the auditor's judgement, including the assessment of the risks of material departures from the requirements set out in the ESEF Regulation, whether due to fraud or error. The procedures include:

  • Testing whether the annual report is prepared in XHTML format;
  • Obtaining an understanding of the company's iXBRL tagging process and of internal control over the tagging process;
  • Evaluating the completeness of the iXBRL tagging of the Consolidated Financial Statements including notes;
  • Evaluating the appropriateness of the company's use of iXBRL elements selected from the ESEF taxonomy and the creation of extension elements where no suitable element in the ESEF taxonomy has been identified;
  • Evaluating the use of anchoring of extension elements to elements in the ESEF taxonomy; and
  • Reconciling the iXBRL tagged data with the audited Consolidated Financial Statements.

In our opinion, the annual report of cBrain A/S for the financial year 1 January – 31 December 2025 with the file name cBrain-2025-12-31-0-en is prepared, in all material respects, in compliance with the ESEF Regulation.

Copenhagen, 19 February 2026 EY Godkendt Revisionspartnerselskab

CVR no. 30 70 02 28

Mikkel Sthyr Henrik Pedersen

State Authorised State Authorised Public Accountant Public Accountant

mne26693 mne35456

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Consolidated Financial Statements

  • Consolidated Statement of Comprehensive Income
  • Consolidated Balance Sheet
  • Consolidated Cash Flow Statement
  • Consolidated Statement of Changes in Equity
  • Notes to the Consolidated Financial Statements

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Consolidated Statements of Comprehensive Income

T.DKK Notes 2025 2024 T.DKK Notes 2025 2024
Revenue 3,4 251.256 267.781 Profit for the period 43.122 64.815
Other comprehensive income 0 0
Cost of services 5 -3.450 -3.483 Total comprehensive income for the year 43.122 64.815
External expenses 6,7 -37.019 -38.131
Staff costs 8 -148.445 -135.905
Research and development costs capitalized 25.177 22.836 Earnings per share (EPS)
Depreciation and amortization expense 9 -28.792 -24.756
Operating profit (EBIT) 58.727 88.342 T.DKK Notes 2025 2024
Financial income 10 1.042 1.066 Basic EPS 20 2,16 3,24
Financial cost 11 -3.454 -3.404 Diluted EPS (DEPS) 2,16 3,24
Earnings before taxes (EBT) 56.315 86.004
Income taxes 12 -13.193 -21.189
Profit for the year 43.122 64.815

Consolidated income statement Consolidated statement of comprehensive income

T.DKK Notes 2025 2024 T.DKK Notes 2025 2024
Revenue 3,4 251.256 267.781 Profit for the period 43.122 64.815
Other comprehensive income 0 0
Cost of services 5 -3.450 -3.483 Total comprehensive income for the year 43.122 64.815
External expenses 6,7 -37.019 -38.131
Staff costs 8 -148.445 -135.905
Research and development costs capitalized 25.177 22.836 Earnings per share (EPS)
Depreciation and amortization expense 9 -28.792 -24.756
Operating profit (EBIT) 58.727 88.342 T.DKK Notes 2025 2024
Financial income 10 1.042 1.066 Basic EPS 20 2,16 3,24
Financial cost 11 -3.454 -3.404 Diluted EPS (DEPS) 2,16 3,24

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Consolidated Balance Sheet

Assets Equity and Liabilities
T.DKK Notes 2025 2024 T.DKK Notes 2025 2024
Intangible assets 13 71.438 67.660 Share capital 5.000 5.000
Property, plant and equipment 14 232.314 231.265 Retained earnings 293.296 270.717
Right-of-use assets 15 644 2.821 Proposed dividend 20.000 12.800
Other financial assets 16 468 950 Total equity 20 318.296 288.517
Total non-current assets 304.864 302.696
Deferred tax liabilities 21 10.707 12.610
Trade receivables 17 30.660 46.962 Lease liabilities 22 0 1.181
Contract assets 18 6.140 16.011 Borrowings 23 25.648 46.852
Other receivables 5.271 4.451 Provisions 24 15 115
Receivables 42.071 67.424 Total non-current liabilities 36.370 60.758
Cash and cash equivalents 41.945 22.256 Trade payables 5.708 3.333
Lease liabilities 22 626 1.541
Total current assets 84.016 89.680 Contract liabilities 18 6.962 5.744
Current tax liabilities 19 3.044 8.829
Total assets 388.880 392.376 Borrowings 23 1.360 1.981
Assets Equity and Liabilities
T.DKK Notes 2025 2024 T.DKK Notes 2025 2024
Intangible assets 13 71.438 67.660 Share capital 5.000 5.000
Property, plant and equipment 14 232.314 231.265 Retained earnings 293.296 270.717
Right-of-use assets 15 644 2.821 Proposed dividend 20.000 12.800
Other financial assets 16 468 950 Total equity 20 318.296 288.517
Total non-current assets 304.864 302.696
Deferred tax liabilities 21 10.707 12.610
Trade receivables 17 30.660 46.962 Lease liabilities 22 0 1.181
Contract assets 18 6.140 16.011 Borrowings 23 25.648 46.852
Other receivables 5.271 4.451 Provisions 24 15 115
Receivables 42.071 67.424 Total non-current liabilities 36.370 60.758
Cash and cash equivalents 41.945 22.256 Trade payables 5.708 3.333
Lease liabilities 22 626 1.541
Total current assets 84.016 89.680 Contract liabilities 18 6.962 5.744
Current tax liabilities 19 3.044 8.829
Total assets 388.880 392.376 Borrowings 23 1.360 1.981
Other payables 25 16.514 21.673
Total current liabilities 34.214 43.101
Total liabilities and equity 388.880 392.376
Accounting policies applied 1
Accounting estimates 2
Commitments and contingencies 26
Related party transactions 27
Financial instruments and -risks 28
Capital structure 29
Events after the balance sheet date 30
Key ratios 31

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Consolidated Statements of Changes in Equity

2025 2024

T.DKK Share
capital
Retained
earnings
Proposed
dividend
Total
equity
T.DKK Share
capital
Retained
earnings
Proposed
dividend
Total
equity
Equity, January 1 5.000 270.717 12.800 288.517 Equity, January 1 5.000 218.580 5.600 229.180
Profit for the year 0 23.122 20.000 43.122 Profit for the year 0 52.015 12.800 64.815
Comprehensive income for the period 0 23.122 20.000 43.122 Comprehensive income for the period 0 52.015 12.800 64.815
Purchase of treasury shares 0 -823 0 -823 Purchase of treasury shares 0 0 0 0
Dividends 0 280 -12.800 -12.520 Dividends 0 122 -5.600 -5.478
Transactions with owners 0 -543 -12.800 -13.343 Transactions with owners 0 122 -5.600 -5.478
Equity, December 31 5.000 293.296 20.000 318.296 Equity, December 31 5.000 270.717 12.800 288.517

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Consolidated Cash Flow Statement

T.DKK 2025 2024 T.DKK 2025 2024
Operating profit (EBIT) 58.727 88.342 Investments in intangible assets -25.177 -22.836
Depreciation and amortization 28.792 24.756 Investments in property, plant, and equipment -6.882 -24.598
Other non-cash items -215 0 Investments in other financial assets 141 0
Change in working capital Cash flow from investing activities -31.918 -47.434
Change in trade and other receivables 15.482 -5.384
Change in contract assets and -liabilities 11.089 -6.800 Repayment of lease liabilities -1.561 -73
Change in trade and other payables -2.784 -5.256 Interest lease payments -70 -8
Cash flow from operating profit 111.091 95.658 Repayment of borrowings -22.034 -1.909
Purchase of treasury shares -823
Financial income received 1.042 1.066 Dividends paid, net -12.520 -5.478
Financial expenses paid -2.632 -3.295 Cash flow from financing activities -37.008 -7.468
Income taxes paid -20.885 -25.505
Cash flow from operating activities 88.616 67.924 Cash and cash equivalents, January 1 22.256 9.234
58.727 88.342 Investments in intangible assets -25.177 -22.836
-1.561 -73
22.256 9.234
Net cash flow for the period 19.690 13.022
Cash and cash equivalents, December 31 41.945 22.256

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Note 1 – Accounting Policies

General Information

cBrain A/S (the "Company") is listed on the Danish Exchange and incorporated and domiciled in Copenhagen, Denmark. The address of its registered office is Kalkbrænderiløbskaj 2, 2100 Copenhagen, Denmark.

Basis of Preparation

The annual report for 2025 includes both the consolidated financial statements of cBrain A/S and its subsidiaries (the group), as well as separate financial statements for the parent company.

The consolidated financial statements for cBrain A/S have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU and additional Danish disclosure requirements for listed companies.

The accounting policies, as described below, have been consistently applied in the reporting year and for the comparative figures. Where relevant, accounting policies have been moved below the notes.

The consolidated financial statements are expressed in thousands of Danish Kroner (T.DKK). Danish Kroner amounts are depicted in European format.

New Accounting Regulation

New or amended IFRS Accounting Standards and interpretations issued by the IASB that have not yet become effective are generally not adopted until they become effective and are endorsed by the EU.

The new standards that are not yet effective are not expected to have any material impact on the consolidated financial statements or the parent company's financial statement, except for IFRS 18 Presentation and Disclosure in Financial Statements, which was issued in April 2024 and will be effective from our financial year 2027, impacting presentation and disclosure of the financial statements. cBrain is currently evaluating the potential impact of this standard.

Consolidated Financial Statements

The consolidated financial statements include cBrain A/S (the parent company), and subsidiaries in which cBrain A/S has control.

The group controls an entity if the group is exposed to or has rights to variable returns from its involvement with the entity and can use its power to affect those returns.

In assessing whether the group has control, consideration is given to de facto control and exercisable or convertible potential voting rights that exist at the reporting date.

Entities in which the group exercises significant, but not controlling, influence over operational and financial decisions are classified as associated companies. Considerable influence typically exists when the group directly or indirectly owns or controls more than 20% of the voting rights but less than 50% or otherwise controls the respective entity.

The consolidated financial statements are prepared as a summary of the parent company's and the individual subsidiaries' financial statements, presented by the group's accounting policies, with eliminations for intercompany revenues and expenses, equity interests, internal balances, dividends, as well as realized and unrealized gains from transactions between the consolidated entities. Unrealized gains from transactions with associated companies are eliminated in proportion to the group's ownership interest in the entity. Unrealized losses are eliminated in the same manner as unrealized gains unless they represent an impairment.

Foreign Currency Transactions

For each of the reporting entities within the group, a functional currency is determined. The functional currency is the currency used in the primary economic environment in which each reporting entity operates. Transactions in currencies other than the functional currency are considered foreign currency transactions.

Transactions in foreign currencies are translated into the functional currency at the exchange rate prevailing on the transaction date at initial recognition. Exchange rate differences arising between the transaction date and the payment date are recognized in the income statement as financial income or expenses.

Receivables, payables, and other monetary items denominated in foreign currencies are translated into the functional currency at the exchange rate prevailing on the balance sheet date.

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Note 1 – Accounting Policies (continued)

Prepayments received in foreign currency related to customer contracts are translated into the entity's functional currency using the exchange rate at the date when the entity initially recognizes the non-monetary asset or liability arising from the payment.

The difference between the exchange rate on the balance sheet date and the exchange rate at the time the receivable or liability arose or the rate in the most recent annual report is recognized in the income statement as financial income or expenses.

When including entities in the consolidated financial statements with a functional currency other than Danish kroner, translation is performed in the income statement and other comprehensive income at the exchange rates on the transaction date, and balance sheet items are translated at the exchange rates on the balance sheet date. The transaction date exchange rate is determined using the average rate for each month, to the extent that it does not significantly differ from other methods.

Exchange rate differences arising from the translation of these entities' equity at the beginning of the year to the balance sheet date's exchange rates and from the translation of total income from the transaction date's exchange rates to the balance sheet date's exchange rates are recognized in other comprehensive income in a separate reserve for currency translation adjustments under equity.

Reporting in Accordance with The ESEF Regulation

With the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF) Regulation, a common electronic reporting format has been introduced, which must be used by issuers of financial instruments on regulated markets in the EU when preparing annual reports.

The combination of the XHTML format and iXBRL tags allows annual reports to be readable by both humans and machines, making the information in annual reports more accessible and easier to analyze and compare. The group's iXBRL tags have been developed in accordance with the ESEF Taxonomy, which is part of the ESEF Regulation and has been developed based on the IFRS Taxonomy. Items in the consolidated financial statements are tagged to elements in the ESEF Taxonomy.

For items that are not explicitly defined in the ESEF Taxonomy, extended taxonomy elements have been created. These extended elements are linked to elements in the ESEF Taxonomy, except for elements that are subtotals. The annual report submitted to the Financial Supervisory Authority (the Officially Designated Mechanism) consists of the XHTML document and the technical files, all of which are included in the ZIP file cBrain_2025_12_31.zip.

Key Definitions

XHTML (eXtensible HyperText Markup Language) is a text-based language used to structure and markup content such as text, images, and hyperlinks in documents that are displayed in a web browser.

iXBRL tags (Inline XBRL tags) are hidden metadata embedded in the source code of an XHTML document, enabling the transformation of XHTML-formatted information into a machine-readable XBRL data representation using appropriate software.

A financial reporting taxonomy is an electronic table of contents for reporting elements used to report company data. A taxonomy element is an element defined in a taxonomy that is used for machine-readable tagging of information in an XBRL data dictionary.

Note 2 - Accounting Estimates

Determination of the carrying amount of certain assets and liabilities requires management to make judgments, estimates, and assumptions about future events.

Estimates and assumptions are based on historical experience and other factors and are regarded by management as reasonable in the circumstances but are inherently uncertain and unpredictable and therefore the actual outcome may differ from these estimates.

It may be necessary to revise previously made estimates due to changes in the conditions on which these estimates were based or due to added information or subsequent events.

Estimates that are particularly significant for financial reporting include, among others, impairment tests of development projects.

Impairment Testing of Development Projects

Ongoing development projects are evaluated for impairment at least annually. cBrain A/S operates in a competitive market, and despite experiencing increased demand for the IT solutions (F2) offered by cBrain, the requirements for solutions are becoming more demanding.

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Note 2 - Accounting Estimates (continued)

cBrain is, therefore, dependent on staying at the forefront of technological advancements. At the same time, there is a constant market demand for better and more efficient IT solutions, which may result in a shortened product lifespan. All ongoing development projects are proceeding as planned, and there is no information from customers or competitors indicating that current and new versions of F2 will not be sellable as expected.

Based on these considerations, management has assessed the recoverable amount of ongoing development projects in terms of expected future net cash flows, including completion costs.

Additionally, management has determined that for completed development projects subject to amortization over 5 years, there are no indications of impairment beyond the depreciation taken.

Please refer to note 13 in the consolidated financial statements.

Revenue Recognition

Revenue recognition requires management to make judgments that are based on assumptions about historical and forecast information, as well as regional and industry economic conditions in which we or our clients operate.

Key decisions include identifying separate performance obligations, evaluating contract modifications, and estimating revenue based on the percentage of completion method, which requires significant judgment in estimating time to complete budgets.

Management utilizes historical data from comparable projects when estimating the time to complete budgets.

Please refer to notes 3 and 4 in the consolidated financial statements.

Note 3 – Segment Information

Market Areas

cBrain's software solution is a comprehensive product consisting of a wide range of configurable software modules and libraries. The software product is marketed under the brand name: F2 (production system, case management, and business processes).

When presenting information related to geographical areas, details about revenue distribution across geographical segments are reported based on the geographical location of customers.

Segments

cBrain operates as a single operating segment, as there is no division of the group's activities in internal reporting.

The intangible and tangible fixed assets recognized on the group's balance sheet can be attributed to Denmark.

T.DKK 2025 2024
Products and Services
Software
Subscriptions 165.996 140.817
Licenses 29.872 68.738
Total software 195.868 209.555
Services 55.388 58.226
251.256 267.781
Timing of Revenue Recognition
Over time 232.514 229.343
At a point in time 18.742 38.438
251.256 267.781

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Note 3 – Segment Information (continued)

T.DKK 2025 2024
Geographical Information
Denmark 180.977 178.053
Germany 60.699 72.279
Other EU-countries 798 9.085
Countries outside the EU 8.782 8.364
251.256 267.781
Significant Customers
Customer A* 157.411 156.075
Customer B 60.484 71.056

*Customers in the Danish state are aggregated together as Customer A.

Note 4 – Revenue

Services 55.388
251.256
58.226
267.781
Software 195.868 209.555
T.DKK 2025 2024

§ Accounting Policies

Classes of revenues

cBrain's revenue comprises Software and Services.

Software comprises software subscription and -licenses, software-as-a-service (SaaS), customization and configuration as well as maintenance, operation, and support.

Services include the sale of consultancy services, education, and training. Services revenue represents fees earned from consulting and education services.

Revenue Recognition

Revenue is recognized by cBrain using the five-step model in IFRS 15 and is recognized when control over the individually identifiable performance obligation transfers to the customer.

When a sales agreement includes multiple performance obligations, the total sales value of the agreement is allocated proportionately to the individual performance obligations identified within the agreement. When the contract cannot be separated into distinct performance obligations, the entire contract is recognized linearly over the contract period.

The recognized revenue is measured based on the consideration that cBrain expects to be entitled to in a contract with a customer. cBrain's recognition of revenue can occur either overtime or for sales of software licenses at a point in time. Revenue is recognized from customers when control transfers to the customer at an amount that reflects the consideration cBrain expects to be entitled to as compensation for these services.

Recognition of revenue requires the existence of a contract approved by both the customer and cBrain, with a mutual obligation to fulfill the agreement, identifiable rights to the delivery of goods or services, identifiable payment terms, a commercial substance in the contract, and cBrain will probably receive payment for its services. Revenue is recognized when control of the service has been transferred to the customer.

The sales value of contract assets and liabilities is measured based on the degree of completion and the total expected revenue in each contract. The degree of completion is measured using an input-based method, based on the hours incurred relative to the expected total hours required to fulfill the contract, which is deemed to best reflect the transfer of control.

When the sales value in a contract cannot be determined reliably, it is measured at the costs incurred or the net realizable value if lower.

Individual contract assets and liabilities are recognized in the balance sheet as contract assets under receivables or as contract liabilities under liabilities, depending on the net amount of the sales value after deducting progress billings and advances received. Costs related to sales and contract acquisition are recognized in the income statement as they are incurred. cBrain's primary payment terms are 30 days.

{87}------------------------------------------------

Note 5 – Cost of Services

§ Accounting Policies

The cost of services includes expenses for IT equipment and software incurred to generate the revenue for the year. Cost of services also includes research expenses and expenses related to development projects that do not meet the criteria for recognition in generating the intangible assets.

Note 6 - External Expenses

T.DKK 2025 2024
Sales and marketing costs 17.894 17.553
General and administrative expenses 19.042 19.246
Short-term leases expenses 83 1.352
37.019 38.131

§ Accounting Policies

External expenses comprise expenditures associated with sales and marketing, including distribution, sales, advertising, and allowances for bad debts. Furthermore, general and administrative expenses related to premises and other miscellaneous expenses related to administration.

Note 7 - Fees to the Statutory Auditors

T.DKK 2025 2024
Statutory audit 885 868
Other assurance services 191 191
Tax and VAT advisory services 0 0
Other services 31 156
1.107 1.215

Fees for services other than the statutory audit of the financial statements provided by EY Godkendt Revisionspartnerselskab, Denmark amounted to T.DKK 222 (2024: T.DKK 347) . Other assurance services include IT assurance reports, remuneration report and separate project statement. Fees to other services relate to report on agreed-upon procedures.

Note 8 – Staff Costs

T.DKK 2025 2024
Wages and salaries 145.316 132.886
Social security costs 2.676 2.552
Board fee 418 410
Other personnel expenses 35 57
148.445 135.905
Average number of employees 203 189

Fees and Remuneration to the Board of Directors. Executive Management and Other Key Management Personnel

T.DKK 2025 2024
Fees to the Board of Directors
Board fee 418 410
418 410
Remuneration to the Executive Management
Fixed base salary 5.196 3.605
Short-term cash incentive 0 1.547
5.196 5.152

{88}------------------------------------------------

Note 8 – Staff Costs (continued)

T.DKK 2025 2024
Remuneration to Other Key Management Personnel
Fixed base salary 7.144 5.111
Short-term cash incentive 750 1.445
7.894 6.556
Total short-term remuneration to the Board of Directors.
Executive Management and Other Key Management Personnel 13.508 12.118

§ Accounting Policies

Staff costs include salaries and wages, as well as discretionary bonuses for the group's employees. Additionally, other personnel expenses are recognized.

When employees are offered the opportunity to convert salary into shares in cBrain under § 7P of the Danish Tax Assessment Act, the subscription is made at the market price without any benefit element, and therefore, no separate cost is calculated and recognized for this.

Note 9 – Depreciation and Amortization Expense

T.DKK 2025 2024
Software 21.399 19.770
Leases 1.560 81
Land and buildings 4.307 3.787
Other Equipment 1.526 1.118
28.792 24.756

§ Accounting policies

Depreciation, amortization, and impairment comprise amortization and impairment of intangible assets and depreciation of tangible fixed assets for the year, including depreciation of leased assets.

Note 10 – Financial Income

T.DKK 2025 2024
Interest income, other 408 466
Exchange rate gains 634 600
1.042 1.066

§ Accounting Policies

Financial income is recognized in the income statement as the amounts relating to the financial years. Financial income includes interest income, realized and unrealized gains on securities, and foreign exchange transactions.

Note 11 - Financial Cost

T.DKK 2025 2024
Interest expense, leases 70 8
Interest expense, other 2.078 2.811
Exchange rate losses 1.306 585
3.454 3.404

§ Accounting Policies

Financial expenses are recognized in the income statement as the amounts relating to the financial year. Financial expenses include interest costs, realized and unrealized losses on securities, debt, and foreign exchange transactions, as well as supplements and refunds under the advance tax scheme, and related items.

{89}------------------------------------------------

Note 12 – Income Taxes

T.DKK 2025 2024
Current tax on profits for the year 14.893 18.697
Adjustment for deferred tax -1.696 851
Adjustments in respect of current income tax of previous year -4 1.641
13.193 21.189
Total income tax
Tax using the Danish corporation tax rate (22%) 12.389 18.921
Non-deductible -25 -96
Write-off of non-deductible depreciation 745 667
Effect of different tax rates in foreign subsidiaries 88 56
Adjustments in respect of current income tax of previous year -4 1.641
13.193 21.189
Effective tax rate 23,4% 24,6%

§ Accounting Policies

Current tax, which consists of current tax expense for the year and changes in deferred tax, is recognized in the income statement with the portion attributable to the profit for the year and directly in equity for the portion that can be attributed to entries posted directly to equity.

Note 13 – Intangible Assets

2025

Software
under
T.DKK Software development Total
Cost, January 1 204.794 2.976 207.770
Additions 0 25.177 25.177
Transfer 24.970 -24.970 0
Cost, December 31 229.764 3.183 232.947
Amortization, January 1 140.110 0 140.110
Amortization 21.399 0 21.399
Amortization, December 31 161.509 0 161.509
Carrying amount, December 31 68.255 3.183 71.438

Out of the year's additions to software under development, totaling DKK 25,2m, capitalized salaries amount to DKK 24,7m. In 2025, software under development of DKK 25,0m was released and transferred to software.

In 2025, management performed an impairment test of the carrying amount of development projects in progress. It has been assessed that the recoverable amount in the form of value in use exceeds the carrying amount. The value in use is calculated based on expected net cash flows for 5 years.

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Note 13 – Intangible Assets (continued)

2024

Software
under
T.DKK Software development Total
Cost, January 1 181.517 3.417 184.934
Additions 0 22.836 22.836
Transfer 23.277 -23.277 0
Cost, December 31 204.794 2.976 207.770
Amortization, January 1 120.340 0 120.340
Amortization 19.770 0 19.770
Amortization, December 31 140.110 0 140.110
Carrying amount, December 31 64.684 2.976 67.660

In 2024, out of the year's additions to development projects in progress, totaling DKK 22,8m, capitalized salaries amount to DKK 22,6m.

In 2024, management performed an impairment test of the carrying amount of development projects in progress. It has been assessed that the recoverable amount in the form of value in use exceeds the carrying amount. The value in use is calculated based on expected net cash flows for 5 years.

§ Accounting Policies

Software under development that is clearly defined and identifiable, where technical feasibility, sufficient resources, and a potential future market or use within the group can be demonstrated, and where the intention is to complete, market, or use the project, are recognized as intangible assets if their cost can be reliably measured, and there is sufficient assurance that future earnings or net selling prices will cover production, selling, administrative, and development costs. Other development costs are recognized in the income statement in the financial statement line cost of services.

Capitalized development costs are measured at cost less accumulated depreciation and impairment. The cost includes salaries and wages, and other directly attributable costs related to the group's development activities.

Upon completion of the development work, development projects are depreciated on a straight-line basis over their estimated economic useful life from the date at which the asset is ready for use. The amortization period is 5 years. The amortization base is reduced by any impairments.

{91}------------------------------------------------

Note 14 – Property, Plant and Equipment

Land and buildings with a carrying amount of DKK 195m comprise land of DKK 31m, which is not subject to depreciation.

2025
Land and Other
T.DKK Buildings Equipment Total
Cost, January 1 237.795 5.862 243.657
Additions 5.801 1.081 6.882
Cost, December 31 243.596 6.943 250.539
Depreciation, January 1 9.801 2.591 12.392
Depreciation 4.307 1.526 5.833
Depreciation, December 31 14.108 4.117 18.225
Carrying amount, December 31 229.488 2.826 232.314

2024

T.DKK Land and
Buildings
Other
Equipment
Total
Cost, January 1 214.564 4.495 219.059
Additions 24.331 1.367 25.698
Transfer -1.100 0 -1.100
Cost, December 31 237.795 5.862 243.657
Depreciation, January 1 6.014 1.473 7.487
Depreciation 3.883 1.118 5.001
Accumulated depreciation on disposals -96 0 -96
Depreciation, December 31 9.801 2.591 12.392
Carrying amount, December 31 227.994 3.271 231.265

§ Accounting Policies

Property, plant, and equipment are measured at cost less accumulated depreciation and impairment.

The cost includes the purchase price and expenses directly attributable to the acquisition until the asset is ready for use.

Property, plant and equipment are depreciated on a straight-line basis over their expected useful lives, as follows:

Land: is not depreciated.

Buildings: 20-50 years

Building installations: 5 years

Other equipment: 3-5 years.

The depreciation base is calculated considering the residual value of the asset and is reduced by any impairments. The depreciation period is determined at the time of acquisition and is reviewed annually.

Gains and losses from the disposal of Property, plant and equipment are calculated as the difference between the selling price, net of selling expenses, and the carrying amount at the date of disposal.

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Note 15 - Right-of-use assets

Office Leases

Carrying amount, December 31 644 2.821
Depreciation, December 31 1.287 81
Accumulated depreciation on disposals -354 0
Depreciation 1.560 81
Depreciation, January 1 81 0
Cost, December 31 1.931 2.902
Disposals -1.725 0
Addition 754 2.902
Cost, January 1 2.902 0
T.DKK 2025 2024

In 2025, short-term lease payments of TDKK 78 (2024: TDKK 1.352) have been recognized as an expense in the income statement.

§ Accounting Policies

Right-of-use assets are leased office property. Right-of-use assets are measured at a cost corresponding to the lease liability recognized, adjusted for any lease incentives received, and initial direct costs. Depreciation is calculated using the straight-line method over the lease term or the useful life of the right-of-use assets, whichever is shortest.

The variable lease payments that do not depend on index or a rate are recognized as expense in the year the event or condition that triggers the payment occurs.

For all asset classes, non-lease components will be separated from the lease components and thereby not form part of the recognized right-of-use asset and the lease liability.

Note 16 – Other Financial Assets

T.DKK 2025 2024
Cost, January 1 950 798
Additions 161 152
Disposals -301 0
Cost, December 31 810 950
Write down, January 1 0 0
Write down -342 0
Write down, December 31 -342 0
Carrying amount, December 31 468 950

§ Accounting Policies

Other financial assets consist of office rental and are measured at amortized cost.

The leases have notice periods ranging from 3 months to 6 years.

{93}------------------------------------------------

Note 17 – Trade Receivables

T.DKK 2025 2024
Trade receivables, gross 30.871 47.565
Change in provision for credit losses:
Provision, January 1 603 258
Unused amounts reversed -603 -258
Additions 211 603
Provision, December 31 211 603
Trade receivables, net 30.660 46.962

Reconciliation of expected credit loss

2025

T.DKK Not
overdue
Due 1-
30 days
Due 31-
60 days
Due
>60 days
Total
Contract assets, gross 6.140 0 0 0 6.140
Trade receivables, gross 28.776 2.053 0 42 30.871
Expected credit loss -169 -41 0 -1 -211
Trade receivables, net 28.607 2.012 0 41 30.660
Trade receivables and
contract assets, net
34.747 2.012 0 41 36.800
Share of trade receivables expected to be paid 99%
Expected credit loss % 0,6% 2,0% 0,0% 2,4% 0,7%

The group's payment terms are primary 30 days.

2024
T.DKK Not
overdue
Due 1-
30 days
Due 31-
60 days
Due
>60 days
Total
Contract assets, gross 16.011 0 0 0 16.011
Trade receivables, gross 44.185 2.242 434 704 47.565
Expected credit loss -567 -12 -3 -21 -603
Trade receivables, net 43.618 2.230 431 683 46.962
Trade receivables and
contract assets, net
59.629 2.230 431 683 62.973
Share of trade receivables expected to be paid 99%
Expected credit loss % 1,3% 0,5% 0,7% 3,0% 1,3%

§ Accounting policies

Receivables are recognized at amortized cost, which usually corresponds to the nominal value. The value is reduced by allowance for expected losses, calculated using the simplified expected credit loss model.

{94}------------------------------------------------

Note 18 – Contract Assets and Liabilities

T.DKK 2025 2024
Contract assets
Work-in-progress 6.140 16.011
6.140 16.011
Contract liabilities
Deferred income 3.178 4.427
Prepayments from customers 2.116 771
Onerous contracts 1.668 546
6.962 5.744
Contract assets and liabilities are classified in the balance sheet as
follows:
Contract assets 6.140 16.011
Contract liabilities -6.962 -5.744
-822 10.267

The decrease in work-in-progress can be attributed to several larger IT projects which were completed and finally invoiced in 2024.

Contract assets as of December 31, 2024, relating to produced unbilled revenue totaling DKK 16m are recognized in revenue in 2025.

Contract liabilities as of December 31, 2024, relating to deferred income and prepayments from customers totaling DKK 5,7m are recognized in revenue in 2025.

§ Accounting policies

Contract assets comprise produced, unbilled revenue and costs incurred to fulfil contracts. The individual contract assets are recognized as receivables in the balance sheet when the selling price can be measured reliably.

Contract liabilities include deferred income and prepayments from customers. The individual contract liabilities are recognized under liabilities in the balance sheet as the sales value of the underlying assets.

Note 19 – Current Tax Liabilities

T.DKK 2025 2024
Corporation tax receivable/payable, January 1 8.829 13.780
Current tax for the year 14.893 18.697
Adjustment of tax relating to previous years 207 1.221
Corporation tax paid in the year -20.885 -24.869
3.044 8.829

§ Accounting Policies

Current tax receivables and liabilities are recognized in the balance sheet as tax calculated on the taxable income for the year, adjusted for tax on previous years' taxable income and for tax paid on account.

Note 20 – Share Capital

Reconciliation of treasury shares

Pcs. 2025 2024
Treasury shares, January 1 437.187 2,2% 437.187 2,2%
Treasury shares acquired in the year 5.700 0,0% 0 0,0%
Treasury shares sold in the year 0 0,0% 0 0,0%
442.887 2,2% 437.187 2,2%

The share capital consists of 20.000.000 shares with a nominal value of DKK 0,25 each. No shares have special rights.

As of December 31, 2025, the group holds 442.887 treasury shares (compared to 437.187 shares as of December 31, 2024). The market value of the group's treasury shares as of December 31, 2025, is DKK 49,9m (compared to DKK 78,4m as of December 31, 2024).

{95}------------------------------------------------

Note 20 – Share Capital (continued)

In 2025, the group did not sell any treasury or repurchase any ordinary shares. The Annual General Meeting authorizes the management to repurchase up to 10% of its share capital.

The proposed dividend for 2025 amounts to DKK 20m, equivalent to DKK 1,00 per share (compared to DKK 12,8m, equivalent to DKK 0,64 per share in 2024).

Statement of earnings per share

Pcs. 2025 2024
Number of shares 20.000.000 20.000.000
Average number of own treasury shares -440.037 -437.187
Average number of shares, outstanding 19.559.963 19.562.812
Basic EPS 2,16 3,24
Diluted EPS (DEPS) 2,16 3,24

§ Accounting Policies

Dividends are recognized as a liability at the time of approval by the Annual General Meeting. Dividends expected to be paid for the year are recorded as a separate line item within equity.

The acquisition of treasury shares is recognized directly in equity at cost. Consideration and dividends received on the sale of treasury shares are also directly credited to equity.

Proceeds from the sale of treasury shares are recognized directly credited on equity.

Note 21 – Deferred Tax Liabilities

T.DKK 2025 2024
Deferred tax liability, January 1 12.610 11.759
Adjustment for deferred tax for the year -1.696 851
Adjustment for deferred tax for previous years -207 0
Deferred tax liability, December 31 10.707 12.610
Recognized deferred tax liabilities are attributable to the following:
Intangible assets 12.387 14.885
Property, plant and equipment -1.134 -694
Provisions, etc. -546 -1.581
10.707 12.610

§ Accounting Policies

Deferred tax liabilities and deferred tax assets are recognized in accordance with the tax law and rates that will be applicable, under the legislation in effect as of the balance sheet date, when the deferred tax is expected to become payable as current tax. Changes in deferred taxes due to changes in tax rates are recognized in the income statement.

{96}------------------------------------------------

Note 22 – Lease Liabilities

T.DKK 2025 2024
Undiscounted lease liability
Within one year 658 1.610
Between 1 and 3 years 0 1.209
Between 3 and 5 years 0 0
More than 5 years 0 0
658 2.819
Amounts recognized in the balance sheet
Current financial liabilities 626 1.541
Non-current financial liabilities 0 1.181
626 2.722
Amounts recognized in the statement of profit or loss
Lease payments 253 73
Interest expenses related to lease liabilities 70 8
323 81

§ Accounting Policies

Lease liabilities are recognized as the present value of the remaining lease payments, discounted using an alternative borrowing rate. The lease liability is measured at initial recognition as the present value of future lease payments discounted using an alternative borrowing rate.

Note 23 – Borrowings

Coupon
Rate
Effective
Interest Rate
Currency Maturity
2025
Floating interest rate mortgage loans 2,40% 2,40% DKK 17 years
2024
Floating interest rate mortgage loans 3,92% 3,92% DKK 18 years
T.DKK 2025 2024
Within one year 1.360 1.981
1-3 years 2.813 4.200
3-5 years 2.941 4.538
More than 5 years 20.188 38.619
Total contractual undiscounted cash flows 27.302 49.338
T.DKK 2025 2024
Non-current liabilities 25.648 46.852
Current liabilities 1.360 1.981
Carrying amount 27.008 48.833

There are no debt covenants in the borrowing agreement.

§ Accounting Policies

Borrowings from credit institutions, etc., are initially recognized at fair value, net of transaction costs incurred upon borrowing. Subsequently, financial liabilities are measured at amortized cost using the effective interest method, with the difference between the proceeds and the nominal value recognized in the income statement as financial expenses over the term of the loan.

Other financial liabilities are measured at amortized cost.

{97}------------------------------------------------

Note 24 – Provisions

T.DKK 2025 2024
Provisions, January 1 115 0
Arising during the year 100 115
Unused amounts reversed -200 0
Provisions, December 31 15 115

§ Accounting Policies

Provisions relate to expected future costs for the removal of installations and equipment, as well as reinstatement, etc., upon vacating cBrain's leased properties. These provisions are reevaluated annually based on the condition of the leases at the balance sheet date.

Note 25 – Other payables

§ Accounting Policies

Other payables include bonus, holiday allowance and other staff obligations, VAT, PAYE tax labor market contributions, etc. Other payables are measured at amortized costs using the effective interest method.

Note 26 – Commitments and Contingencies

Collateral

The property located at Kalkbrænderiløbskaj 2, 2100 Copenhagen Ø, with a total carrying amount of DKK 195,1m, is used as collateral in an owner's mortgage deed to:

Mortgage loan for the remaining debt of DKK 27,0m (2024: DKK 48,8m).

Restricted cash

cBrain's subsidiary, cBrain MENA Computer System and Design LLC, has provided security in cash deposited related to customer projects of DKK 3,5m (2024: DKK 2,4m) to the Group's bank in Dubai (EmiratesNBD). The group does not have withdrawal rights for the deposit before the projects end, and therefore, the deposit is presented as other receivables.

Other Contingent Liabilities

cBrain's Danish companies are jointly and severally liable for the tax on the Danish companies' income, etc. The total amount of outstanding corporate income tax in Denmark is DKK 3,3m (2024: DKK 8,9m). The Danish companies are also jointly and severally liable for Danish withholding taxes in the form of dividend tax, royalty tax, and interest tax. Any subsequent adjustments to corporate taxes and withholding taxes may result in the Group's liability being a larger amount.

{98}------------------------------------------------

Note 27 – Related Party Transactions

cBrain's related parties exercising a significant influence comprise the company's Board of Directors and Executive Management Board as well as relatives of these persons. Related parties also comprise companies in which the individuals mentioned above have material interests.

The Group did not enter into any agreements, deals, or other transactions in 2025 in which the Parent company's Board of Directors or Executive Management Board had a financial interest, except for transactions following from the employment relationship.

Key Management Personnel consists of the Board of Directors and the Executive Management. Remuneration to members of the Board of Directors and the Executive Management Board is disclosed in note 8 and the Remuneration Report for 2025.

Members of the Board of Directors are elected by the shareholders at the Annual General Meeting for terms of one year.

Refer to pages 37 for additional information on Board of Directors members. Interest in the company of members of the Board of Directors and the Executive Management Board:

For a detailed description of the parent companies' transactions with subsidiaries, please refer to the parent company's financial statements note 28.

Shareholder Composition

The following shareholders own 5% or more of the company's share capital:

Putega Holding ApS, Denmark, ownership interest 41,7% (2024: 41,7%) (Per Tejs Knudsen, CEO and board member of cBrain A/S).

As of the end of 2025, the parent company had approximately 12.200 shareholders compared to approximately 13.200 shareholders at the end of 2024.

Note 28 – Financial Instruments and Risks

Categories of Financial Instruments

T.DKK 2025 2024
Financial assets measured at amortized cost
Other financial assets 468 950
Trade receivables 30.660 46.962
Other receivables 5.271 4.451
Cash and cash equivalents 41.945 22.256
78.344 74.619
Financial liabilities measured at amortized cost
Lease liabilities 626 2.722
Borrowings 27.008 48.833
Provisions 15 115
Trade payables 5.708 3.333

Financial Risk Management Strategies

cBrain is exposed to market risks in the form of changes in exchange rates and interest rates, as well as credit risks and liquidity risks, due to its operations, investments, and financing activities.

Management believes that cBrain operates with a low-risk profile, and as such, foreign currency, interest rate, and credit risks only occur on a commercial basis. It is cBrain's policy not to engage in active speculation in financial risks.

Entering new markets may involve transactions in foreign currencies, which could expose cBrain to currency fluctuations. Therefore, this area is closely monitored to assess the need for currency hedging instruments. For implemented optimization, refer to the following section.

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Note 28 – Financial Instruments and Risks (continued)

Foreign Exchange Risk

cBrain's foreign exchange risk is primarily managed by matching cash inflows and outflows in the same currency. The difference between cash inflows and outflows in the same currency represents an unhedged currency risk. The majority of positions are in EUR, USD, GBP and AED.

Currency Risk on Recognized Assets and Liabilities

2025
T.DKK EUR USD GBP AED
Cash and cash equivalents 8.235 318 2.766 5.084 16.403
Receivables 2.155 111 0 3.571 5.837
Liabilities -467 -279 0 -62 -808
Unhedged net-position 9.923 150 2.766 8.593 21.432
Loss/gain
at 10 % strengthening/
weakening of DKK
+/- 992 +/- 15 +/- 277 +/- 859 +/- 2.143
2024
T.DKK EUR USD GBP AED
Cash and cash equivalents 2.946 280 792 565 4.583
Receivables 12.563 928 0 3.717 17.208
Liabilities -557 0 0 -32 -589
Unhedged net-position 14.952 1.208 792 4.250 21.202
Loss/gain
at 10 % strengthening/
weakening of DKK
+/- 1.495 +/- 121 +/- 79 +/- 425 +/- 2.120

Interest Rate Risks

cBrain's interest rate risk is related to bank balances and debt to mortgage loans (borrowings). As of December 31, 2025, the Group has a bank balance of DKK 41,9m (2024: DKK 22,3m). In connection with bank balances, there is a total credit facility of DKK 0m. The bank balances are subject to variable day-to-day interest rates.

The Group's borrowings consist of a 17-year variable-rate mortgage loan with ratefixing every 6 months. As of December 31, 2025, borrowings amount to DKK 27,0m (2024: DKK 48,8m). The interest rate as of December 31, 2025, is 2,40%. If the interest rate were to increase by one percentage point, it would have a negative effect of DKK 0,3 million. A corresponding decrease in interest rates would have the opposite effect. The impact of changes in interest rates on the Group's result does not differ from the impact on equity.

Liquidity Risks

cBrain's objective is to maintain sufficient liquidity reserves to be able to respond appropriately to unforeseen fluctuations in liquidity. Excess liquidity is placed in deposit or savings accounts, considering the expected liquidity needs. Liquidity is only placed with financial institutions with high creditworthiness.

Non-Derivative Financial Liabilities

2025

T.DKK Less than
6 months
Between
6 and12
months
Between
1 and 5
years
After
5 years
Total
Lease liabilities 658 0 0 0 658
Borrowings 680 680 5.754 20.188 27.302
Trade payables 5.708 0 0 0 5.708
Other payables 16.515 0 0 0 16.515
23.561 680 5.754 20.188 50.183

2024

T.DKK Less than
6 months
Between
6 and 12
months
Between
1 and 5
years
After
5 years
Total
Lease liabilities 805 805 1.209 0 2.819
Borrowings 991 991 8.738 38.619 49.338
Trade payables 3.333 0 0 0 3.333
Other payables 21.673 0 0 0 21.673
26.802 1.796 9.947 38.619 77.163

{100}------------------------------------------------

Note 28 – Financial Instruments and Risks (continued)

Credit Risks

Credit risk is low due to the types of customers, primarily consisting of public authorities and professional organizations. The finance department continuously reviews credit risks, including the size and age distribution of receivables from individual customers.

In 2025, an expected loss of DKK 0,2m was recognized (2024: DKK 0,6m), and no losses were realized during the financial year.

See note 17 for further information about credit risks.

Changes in liabilities arising from financing activities

Borrowings

T.DKK 2025 2024
Opening, January 1 48.833 50.713
Borrowings 0 0
Repayments -22.034 -1.909
Amortization of loan costs (non-cash) 209 29
Closing, December 31 27.008 48.833

Note 29 - Capital Structure

cBrain's management continuously assesses whether the Group's capital structure aligns with the interests of the Group and its shareholders. The overall objective is to maintain a capital structure that supports long-term financial growth while maximizing returns to the Group's stakeholders through optimizing the ratio of equity to debt. The Group's overall strategy remains unchanged from the previous year.

cBrain's capital structure consists of borrowings, lease liabilities, cash and cash equivalents, equity, including share capital, and retained earnings. The Board of Directors reviews the capital structure twice a year in connection with the presentation of the interim and annual reports. As part of this review, the Board of Directors assesses the cost of capital and the risks associated with each type of capital.

The financial gearing at the balance sheet date can be summarized as follows:

Financial Gearing Ratio -4,5% 10,2%
Equity 318.295 288.517
-14.311 29.299
Cash and cash equivalents -41.945 -22.256
Borrowings 27.008 48.833
Lease liabilities 626 2.722
T.DKK 2025 2024

The Group does not have a specific target for the level of financial leverage.

Note 30 - Events After the Balance Sheet Date

No events have occurred after the end of the financial year that require adjustment or disclosure in the annual report for 2025.

{101}------------------------------------------------

Note 31 – Key Ratios

The key figures and financial ratios have been prepared on a consolidated basis and defined and calculated in accordance with the 'Recommendations and Financial Ratios' issued by the Danish Finance Society, using the following calculation formulas:

Revenue growth rate Revenue in current period - Revenue in previous period
=
Revenue in previous period
Profit margin (EBIT) Operating profit (EBIT)
=
Revenue
Return on investment (ROI) Result before tax (EBT)
=
Total assets
EBT margin Earnings before income taxes (EBT)
=
Revenue
Total current assets
Liquidity ratio =
Total current liabilities
Total equity
Solvency ratio =
Total assets
Profit for the period
Return on equity =
Average equity
Total equity
Book Value per Share (BVPS) =
Number of shares
Basic EPS = Average outstanding shares
Diluted EPS (DEPS) = Profit for the period
Average outstanding shares + Diluted shares
Average number of
employees (FTEs)
= Number of employees calculated as average FTE
(full-time equivalents)
Gender diversity, all
employees
= Gender diversity is calculated as average FTE
(full-time equivalents) per gender.
Scope 1 & 2 CO2e emissions
(tons)
= Emissions for electricity and district heating at cBrain's
locations (market-based).

Profit for the period

{102}------------------------------------------------

Parent Company Financial Statements

  • Statement of Comprehensive Income
  • Balance Sheet
  • Cash Flow Statement
  • Statement of Changes in Equity
  • Notes to the Parent Company Financial Statements

{103}------------------------------------------------

Statements of Comprehensive Income

T.DKK Notes 2025 2024 T.DKK Notes
2025
2024
Revenue 3,4 251.256 267.781 Profit for the period 40.963 63.879
Other comprehensive income 0 0
Cost of services 5 -3.416 -3.483 Total comprehensive income for the year 40.963 63.879
External expenses 6,7 -37.510 -38.356
Staff costs 8 -148.445 -135.905
Research and development costs capitalized 25.177 22.836 Distribution of profit
Depreciation and amortization expense 9 -32.380 -28.455
Operating profit (EBIT) 54.682 84.418 T.DKK Notes
2025
2024
Financial income 10 1.765 2.538 Proposed dividend 20.000 12.800
Financial cost 11 -3.416 -2.885 Development costs reserve 2.947 2.392
Earnings before taxes (EBT) 53.031 84.071 Retained earnings 18.016 48.687
Total 40.963 63.879
Income taxes 12 -12.068 -20.192
Profit for the year 40.963 63.879

Income statement Statement of comprehensive income

T.DKK Notes 2025 2024
Profit for the period 40.963 63.879
Other comprehensive income 0 0
Total comprehensive income for the ye ear 40.963 63.879
Distribution of profit
·
T.DKK Notes 2025 2024
Proposed dividend 20.000 12.800
Development costs reserve 2.947 2.392
Retained earnings 18.016 48.687

{104}------------------------------------------------

Balance Sheet

Assets Equity and Liabilities
T.DKK Notes 2025 2024 T.DKK Notes 2025 2024
Intangible assets 13 71.438 67.660 Share capital 5.000 5.000
Property, plant and equipment 14 37.245 38.832 Reserve for development costs 55.656 52.709
Right-of-use assets 15 43.996 52.758 Retained earnings 233.747 216.274
Investments in subsidiaries 16 125.145 125.226 Proposed dividend 20.000 12.800
Receivables from subsidiaries 17 7.500 7.353 Total equity 23 314.403 286.783
Other financial assets 18 468 950
Total non-current assets 285.792 292.779 Deferred tax liabilities 24 10.687 12.581
Lease liabilities 25 40.620 47.941
Receivables from subsidiaries 17 42.452 15.095 Provisions 26 515 615
Trade receivables 19 30.660 45.776 Total non-current liabilities 51.822 61.137
Contract assets 20 6.140 16.011
Other receivables 1.649 1.869 Trade payables 5.592 3.281
Receivables 80.901 78.751 Lease liabilities 25 6.792 7.337
Contract liabilities 20 6.962 5.744
Cash and cash equivalents 36.858 21.540 Current tax liabilities 21 1.910 8.010
Other payables 22 16.070 20.778
Total current assets 117.759 100.291 Total current liabilities 37.326 45.150
Total assets 403.551 393.070 Total liabilities and equity 403.551 393.070
Applied accounting policies 1
Accounting estimates 2
Commitments and contingencies 27
Related party transactions 28
Financial instruments and -risks 29
Capital structure 30
Events after the balance sheet date 31

{105}------------------------------------------------

Statements of Changes in Equity

2025 2024

Reserve for
Reserve for
Share
development
Retained
Proposed
Total
Share
development
Retained
Proposed
Total
equity
T.DKK
capital
costs
earnings
dividend
T.DKK
capital
costs
earnings
dividend
equity
Equity, January 1
5.000
52.709
216.274
12.800
286.783
Equity, January 1
5.000
50.317
167.465
5.600
228.382
Profit for the year
0
2.947
18.016
20.000
40.963
Net profit for the year
0
2.392
48.687
12.800
63.879
Comprehensive income
Comprehensive income
0
2.947
18.016
20.000
40.963
0
2.392
48.687
12.800
63.879
for the period
for the period
Purchase of treasury
Purchase of treasury
0
0
-823
0
-823
0
0
0
0
0
shares
shares
Dividends
0
0
280
-12.800
-12.520
Dividends
0
0
122
-5.600
-5.478
Transactions with
Transactions with
0
0
-543
-12.800
-13.343
0
0
122
-15.600
-5.478
owners
owners
Equity, December 31 5.000 55.656 233.747 20.000 314.403 Equity, December 31 5.000 52.709 216.274 12.800 286.783
Reserve for Reserve for
Share development Retained Proposed Total Share development Retained Proposed Total
T.DKK capital costs earnings dividend equity T.DKK capital costs earnings dividend equity
Equity, January 1 5.000 52.709 216.274 12.800 286.783 Equity, January 1 5.000 50.317 167.465 5.600 228.382
Profit for the year 0 2.947 18.016 20.000 40.963 Net profit for the year 0 2.392 48.687 12.800 63.879
Comprehensive income
for the period
0 2.947 18.016 20.000 40.963 Comprehensive income
for the period
0 2.392 48.687 12.800 63.879
Purchase of treasury
shares
0 0 -823 0 -823 Purchase of treasury
shares
0 0 0 0 0
Dividends 0 0 280 -12.800 -12.520 Dividends 0 0 122 -5.600 -5.478
Transactions with
owners
0 0 -543 -12.800 -13.343 Transactions with
owners
0 0 122 -15.600 -5.478
Equity, December 31 5.000 55.656 233.747 20.000 314.403 Equity, December 31 5.000 52.709 216.274 12.800 286.783

{106}------------------------------------------------

Cash Flow Statement

T.DKK 2025 2024 T.DKK 2025 2024
Operating profit (EBIT) 54.681 84.418 Investments in intangible assets -25.177 -22.836
Depreciation and amortization 32.380 28.455 Investments in property, plant and equipment -1.249 -25.341
Other non-cash items -190 0 Investments in subsidiaries -21.953 -2.085
Change in working capital Investments in other financial assets 141 0
Change in trade and other receivables 15.336 -6.260 Cash flow from investing activities -48.238 -50.262
Change in contract assets and -liabilities 11.089 -6.800
Change in trade and other payables -2.397 -4.535 Repayment of lease liabilities -1.561 -73
Change in receivables from subsidiaries -11.399 -1.150 Interest lease payments -70 -8
Cash flow from operating profit 99.501 94.128 Purchase of treasury shares -823 0
Dividends paid, net -12.520 -5.478
Financial income received 1.037 1.046 Cash flow from financing activities -14.974 -5.559
Financial expenses paid -1.123 -1.072
Income taxes paid -20.885 -25.505 Cash and cash equivalents, January 1 21.540 8.764
Cash flow from operating activities 78.530 68.597 Net cash flow for the period 15.318 12.776
Cash and cash equivalents, December 31 36.858 21.540

{107}------------------------------------------------

{108}------------------------------------------------

Note 1 - Accounting Policies

Basis of Preparation

The separate annual financial statements for the parent company are included in the annual report because the Danish Financial Statements Act requires a separate parent company financial statement.

The parent company's financial statements for cBrain A/S have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU and additional Danish disclosure requirements for listed companies.

The parent company's financial statements are presented in thousands of Danish kroner (T.DKK), which is considered the functional currency of the Parent company's activities. Amounts are presented in European format.

The accounting policies, as described below, have been consistently applied in the reporting year and for the comparative figures. Where relevant, accounting policies have been moved to the notes.

The accounting policies are the same as those for consolidated financial statements, with the exception described below. For a detailed description of the group's accounting policies, please refer to note 1 of the consolidated financial statements.

Foreign Currency Translation

Foreign exchange adjustments of intragroup accounts are recognized in the income statement in cBrain A/S' financial statements. Foreign exchange adjustments of intragroup accounts between cBrain A/S and subsidiaries are considered part of the net investment in the subsidiaries concerned. Settlement of intra-group balances considered part of the net investment is not, per se, considered a partial divestment of a subsidiary.

Investments in Subsidiaries

Investments in subsidiaries are measured at cost, for a detailed description please refer to note 16.

Taxation

cBrain A/S is subject to the Danish rules on mandatory joint taxation of the Group's Danish subsidiaries. cBrain A/S serves as the Group's administration company for group taxation and consequently settles all corporate tax payments with the tax authorities. Contributions to/from subsidiaries within the group taxation regime are recognized under tax on the profit for the year. Tax liabilities and receivables are recorded under current assets/liabilities.

Joint tax contributions to be paid or received are recognized in the balance sheet under receivables from or payables to group companies. Companies that utilize tax losses in other companies pay joint tax contributions to the parent company equivalent to the tax value of the utilized losses, while companies whose tax losses are utilized by other companies receive joint tax contributions from the parent company, equivalent to the tax value of the utilized losses (full allocation).

Note 2 - Accounting Estimates

For a description of the accounting estimates please refer to note 2 to the consolidated financial statements.

Management judges that all critical accounting estimates concerning the parent company are included in note 2 of the consolidated financial statements and that there are no critical accounting estimates that are unique to the parent.

Note 3 – Segment Information

Market Areas

cBrain's software solution is a comprehensive product consisting of a wide range of configurable software modules and libraries. The software product is marketed under the brand name: F2 (production system, case management, and business processes).

When presenting information related to geographical areas, details about revenue distribution across geographical segments are reported based on the geographical location of customers.

Segments

cBrain operates as a single operating segment, as there is no division of the Group's activities in internal reporting.

The intangible and property, plant, and equipment recognized on the Group's balance sheet can be attributed to Denmark.

{109}------------------------------------------------

Note 3 – Segment Information (continued)

T.DKK 2025 2024
Products and Services
Software
Subscriptions 165.996 140.817
Licenses 29.872 68.738
Total software 195.868 209.555
Services 55.388 58.226
251.256 267.781
Timing of Revenue Recognition
Over time 232.514 229.343
At a point in time 18.742 38.438
251.256 267.781
Geographical Information
Denmark 180.977 178.053
Germany 60.699 72.279
Other EU-countries 798 9.085
Countries outside the EU 8.782 8.364
251.256 267.781
Significant Customers
Customer A* 157.411 156.075
Customer B 60.484 71.056

*Customers in the Danish state are aggregated together as Customer A.

Note 4 – Net revenue

T.DKK 2025 2024
Software 195.868 209.555
Services 55.388 58.226
251.256 267.781

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 4.

Note 5 – Cost of Services

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 5.

Note 6 - External Expenses

T.DKK 2025 2024
Sales and marketing costs 18.654 18.085
General and administrative expenses 18.773 18.938
Short-term leases expenses 83 1.333
37.510 38.356

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 6.

{110}------------------------------------------------

Note 7 - Fees to the Statutory Auditors

T.DKK 2025 2024
Statutory audit 826 816
Other assurance services 191 191
Tax and VAT advisory services 0 0
Other services 31 156
1.048 1.163

Fees for services other than the statutory audit of the financial statements provided by EY Godkendt Revisionspartnerselskab, Denmark amounted to T.DKK 222 (2024: T.DKK 347) . Other assurance services include IT assurance reports, remuneration report and separate project statement. Fees to other services relate to report on agreed-upon procedures.

Note 8 – Staff costs

T.DKK 2025 2024
Wages and salaries 145.316 132.886
Social security costs 2.676 2.552
Share-based payment expense 0 0
Board fee 418 410
Other personnel expenses 35 57
148.445 135.905
Average number of employees 203 189

Fees and Remuneration to the Board of Directors. Executive Management and Other Key Management Personnel

T.DKK 2025 2024
Fees to the Board of Directors
Board fee 418 410
418 410
Remuneration to the Executive Management
Fixed base salary 5.196 3.605
Short-term cash incentive 0 1.547
5.196 5.152
Remuneration to Other Key Management Personnel
Fixed base salary 7.144 5.111
Short-term cash incentive 750 1.445
7.894 6.556
Total short-term remuneration to the Board of Directors.
Executive Management and Other Key Management Personnel
13.508 12.118

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 8.

{111}------------------------------------------------

Note 9 – Depreciation and Amortization Expense

T.DKK 2025 2024
Software 21.399 19.770
Leases 8.145 6.666
Land and buildings 647 238
Furnishing of rented premises 663 663
Other Equipment 1.526 1.118
32.380 28.455

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 9.

Note 10 – Financial Income

T.DKK 2025 2024
Interest income, subsidiaries 728 1.492
Interest income, other 403 458
Exchange rate gains 634 588
1.765 2.538

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 10.

Note 11 - Financial Cost

T.DKK 2025 2024
Interest expense, leases 1.750 1.872
Interest expense, other 361 515
Exchange rate losses 1.305 498
3.416 2.885

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 11.

Note 12 – Income Taxes

T.DKK 2025 2024
Current tax on profits for the year 13.759 17.879
Adjustment for deferred tax -1.687 854
Adjustments in respect of current income tax of previous year -4 1.459
12.068 20.192
Total Income Tax
Tax using the Danish corporation tax rate (22%) 11.667 18.496
Non-deductible 158 107
Write-off of non-deductible depreciation 142 52
Effect of higher tax rates in Germany 105 78
Adjustments in respect of current income tax of previous year -4 1.459
12.068 20.192
Effective tax rate 22,8% 24,0%

{112}------------------------------------------------

Note 12 – Income Taxes (continued)

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 12.

Note 13 - Intangible Assets

2025

T.DKK Software Software
under
development
Total
Cost, January 1 204.794 2.976 207.770
Additions 0 25.177 25.177
Transfer 24.970 -24.970 0
Cost, December 31 229.764 3.183 232.947
Amortization, January 1 140.110 0 140.110
Amortization 21.399 0 21.399
Amortization, December 31 161.509 0 161.509
Carrying amount December 31 68.255 3.183 71.438

Out of the year's additions to software under development, totaling DKK 25,2m, capitalized salaries amount to DKK 24,7m.

In 2025, software under development of DKK 25,0m was released and transferred to software.

In 2025, management performed an impairment test of the carrying amount of development projects in progress. It has been assessed that the recoverable amount in the form of value in use exceeds the carrying amount. The value in use is calculated based on expected net cash flows for 5 years.

2024

Carrying amount December 31 64.684 2.976 67.660
Amortization, December 31 140.110 0 140.110
Amortization 19.770 0 19.770
Amortization, January 1 120.340 0 120.340
Cost, December 31 204.794 2.976 207.770
Transfer 23.277 -23.277 0
Additions 0 22.836 22.836
Cost, January 1 181.517 3.417 184.934
T.DKK Software development Total
Software
under

In 2024, out of the year's additions to software under development, totaling DKK 22,8m, capitalized salaries amount to DKK 22,6m.

In 2024, management performed an impairment test of the carrying amount of development projects in progress. It has been assessed that the recoverable amount in the form of value in use exceeds the carrying amount. The value in use is calculated based on expected net cash flows for 5 years.

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 13.

{113}------------------------------------------------

Note 14 - Property, plant, and Equipment

2025

T.DKK Land and
Buildings
Leasehold
improve
ments
Other
Equipment
Total
Cost, January 1 35.167 3.302 5.862 44.331
Additions 0 168 1.081 1.249
Cost, December 31 35167 3.470 6.943 45.580
Depreciation, January 1 1373 1.535 2.591 5.499
Depreciation 647 663 1.526 2.836
Depreciation , December 31 2.020 2.198 4.117 8.335
Carrying amount December 31 33.147 1.272 2.826 37.245

2024

Leasehold
Land and improve Other
T.DKK buildings ments Equipment Total
Cost, January 1 11.193 3.302 4.495 18.990
Additions 23.974 0 1.367 25.341
Transfer 0 0 0 0
Cost, December 31 35167 3.302 5.862 44.331
Depreciation, January 1 1.135 872 1.473 3.480
Depreciation 238 663 1.118 2.019
Depreciation, December 31 1373 1.535 2.591 5.499
Carrying amount December 31 33.794 1.767 3.271 38.832

§ Accounting Policies

With the accounting policies described for the consolidated financial statements note 14, the parent company's accounting policies differ in the following aspects:

Property, plant, and equipment in the parent company are depreciated on a straightline basis over their expected useful lives, as follows:

  • Land: is not depreciated.
  • Buildings: 30 years.
  • Leasehold improvements: 5 years
  • Other equipment: 3-5 years.

Note 15 – Right-of-use Assets

Office Leases

T.DKK 2025 2024
Cost, January 1 68.154 65.252
Addition 754 2.902
Disposals -1.725 0
Cost, December 31 67.183 68.154
Depreciation, January 1 15.396 8.730
Depreciation 8.145 6.666
Accumulated depreciation on disposals -354 0
Depreciation, December 31 23.187 15.396
Carrying amount, December 31 43.996 52.758

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 15.

{114}------------------------------------------------

Note 16 - Investments in Subsidiaries

T.DKK 2025 2024
Cost, January 1 125.516 50.340
Additions 0 75.176
Cost, December 31 125.516 125.516
Impairment losses, January 1 -290 -290
Impairment losses -81 0
Impairment losses, December 31 -371 -290
Carrying amount, December 31 125.145 125.226

The capital shares in subsidiaries are specified as follows:

Name Place of origin Voting and
ownership share
Equity Profit for
the year
cProperty ApS Copenhagen,
Denmark
100% 124.765 1.247
cBrain MENA Computer
System and Design LLC
Dubai, UAE 100% 396 78
cBrain North America LLC Delaware, USA 100% 0 0
cBrain East Africa Computer
System Design Limited
Nairobi, Kenya 100% -150 -37
cBrain Omni Ghana Ltd Accra, Ghana 50%* 0 0
cBrain Kodumburar India
Private Limited
Tamil Nadu,
India
50%* 0 0

*Shareholder agreements give cBrain control of the company.

§ Accounting Policies

Investments in subsidiaries are measured in the parent company's financial statements at cost. The cost includes the purchase consideration recognized at fair value plus direct acquisition costs.

If there is an indication of impairment, impairment tests are conducted as described in the accounting policies applied for the consolidated financial statements. Where the carrying amount exceeds the recoverable amount, it is written down to this lower value.

When distributing reserves other than retained earnings in subsidiaries, the distribution reduces the acquisition cost of the investments if the distribution has the character of a repayment of the parent company's investment.

Note 17 - Receivables from Subsidiaries

§ Accounting Policies

Long-term receivables from subsidiaries include office rent deposits to cBrain's' 100% owned subsidiary, cProperty ApS (CVR no. 37294098). The amount is equivalent to one year's lease payments. The office rent is price-regulated annually with a minimum of 2% annually and a maximum of 4%. As a result, the rental deposit is adjusted accordingly.

Short-term receivables from subsidiaries mainly include a short-term loan to cProperty ApS provided in connection with the purchase of Utzon House in 2022.

As of December 31, 2025, the mortgage loan (borrowings) in cProperty has a carrying amount of DKK 27m, and the property, plant, and equipment have a carrying amount of DKK 195m. Therefore, cBrain does not expect any credit loss on this receivable.

Short-term loans accrue interest at a rate equivalent to the Danish National Banks lending rate. As of December 31, 2025, the interest rate was 1,75% (2024: 1,09%).

{115}------------------------------------------------

Note 18 – Other Financial Assets

T.DKK 2025 2024
Cost, January 1 950 798
Additions 161 152
Disposals -301 0
Cost, December 31 810 950
Write down, January 1 0 0
Write down -342 0
Write down, December 31 -342 0
Carrying amount, December 31 468 950

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 16.

Note 19 – Trade Receivables

T.DKK 2025 2024
Trade receivables, gross 30.871 46.379
Change in provision for
credit losses:
Provision, January 1 603 258
Unused amounts reversed -603 -258
Additions 211 603
Provision, December 31 211 603
Trade receivables, net 30.660 45.776

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 17.

Reconciliation of expected credit loss

2025

Expected credit loss rate 0,6% 2,0% 0,0% 2,4% 0,7%
Share of trade receivables expected to be paid 99%
Trade receivables and
contract assets, net
34.747 2.012 0 41 36.800
Trade receivables, net 28.607 2.012 0 41 30.660
Expected credit loss -169 -41 0 -1 -211
Trade receivables, gross 28.776 2.053 0 42 30.871
Contract assets, gross 6.140 0 0 0 6.140
T.DKK Not
overdue
Due 1-
30 days
Due 31-
60 days
Due
>60 days
Total

2024

T.DKK Not
overdue
Due 1-
30 days
Due 31-
60 days
Due
>60 days
Total
Contract assets, gross 16.011 0 0 0 16.011
Trade receivables, gross 42.999 2.242 434 704 46.379
Expected credit loss -567 -12 -3 -21 -603
Trade receivables, net 42.432 2.230 431 683 45.776
Trade receivables and
contract assets, net
58.443 2.230 431 683 61.787
Share of trade receivables expected to be paid 99%
Expected credit loss rate 1,3% 0,5% 0,7% 3,0% 1,3%

{116}------------------------------------------------

Note 20 – Contract Assets and Liabilities

T.DKK 2025 2024
Contract assets
Work-in-progress 6.140 16.011
6.140 16.011
Contract liabilities
Deferred income 3.178 4.427
Prepayments from customers 2.116 771
Onerous contracts 1.668 546
6.962 5.744
Contract assets and liabilities are classified in the balance sheet as
follows:
Contract assets 6.140 16.011
Contract liabilities -6.962 -5.744
-822 10.267

Contract assets as of December 31, 2024, relating to produced unbilled revenue totaling DKK 8,6m are recognized in revenue in 2025.

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 18.

Note 21 – Current Tax Liabilities

T.DKK 2025 2024
Corporation tax receivable/payable, January 1 8.010 13.780
Current tax for the year 13.759 17.879
Adjustment of tax relating to previous years 1.026 1.220
Corporation tax paid in the year -20.885 -24.869
1.910 8.010

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 19.

Note 22 – Other Payables

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 25.

Note 23 – Share Capital

Reconciliation on Treasury Shares

Pcs. 2025 2024
Treasury shares January 1 437.187 2,2% 437.187 2,2%
Treasury shares acquired in the year 5.700 0,0% 0 0,0%
Treasury shares sold in the year 0 0,0% 0 0,0%
442.887 2,2% 437.187 2,2%

{117}------------------------------------------------

Note 23 – Share Capital (continued)

The share capital consists of 20.000.000 shares with a nominal value of DKK 0,25 each. No shares have special rights.

As of December 31, 2025, the group holds 442.887 treasury shares (compared to 437.187 shares as of December 31, 2024). The market value of the group's treasury shares as of December 31, 2025, is DKK 49,9m (compared to DKK 78,4m as of December 31, 2024).

In 2025, the group did not sell any treasury or repurchase any ordinary shares. The Annual General Meeting authorizes the management to repurchase up to 10% of its share capital.

The proposed dividend for 2025 amounts to DKK 20m, equivalent to DKK 1,00 per share (compared to DKK 12,8m, equivalent to DKK 0,64 per share in 2024).

Statement of Earnings per Share

Pcs. 2025 2024
Number of shares 20.000.000 20.000.000
Average number of own treasury shares -440.037 -437.187
Average number of shares, outstanding 19.559.963 19.562.812
Basic EPS 2,05 3,19
Diluted EPS (DEPS) 2,05 3,19

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 20.

Note 24 – Deferred Tax Liabilities

T.DKK 2025 2024
Deferred tax liability January 1 12.581 11.727
Adjustment for deferred tax for the year -1.687 854
Adjustment for deferred tax for previous years -207
Deferred tax liability December 31 10.687 12.581
Recognized deferred tax liabilities are attributable to the
following:
Intangible assets 12.387 14.885
Property, plant and equipment -1.154 -723
Provisions, etc. -546 -1.581
10.687 12.581

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 21.

{118}------------------------------------------------

Note 25 – Lease Liabilities

T.DKK 2025 2024
Undiscounted Lease Liability
Within one year 8.283 9.085
Between 1 and 3 years 15.710 16.612
Between 3 and 5 years 16.345 16.025
More than 5 years 12.698 20.951
53.036 62.673
Amounts Recognized in the Balance Sheet
Current financial liabilities 6.792 7.337
Non-current financial liabilities 40.620 47.941
47.412 55.278
Amounts Recognized in the Statement of Profit or Loss
Lease payments 9.036 7.402
Interest expenses related to lease liabilities 1.750 1.872
10.786 9.274

§ Accounting Policies

For a description of the accounting policies, please refer to the consolidated financial statements note 22.

Note 26 – Provisions

T.DKK 2025 2024
Provisions, January 1 615 500
Arising during the year 100 115
Unused amounts reversed -200 0
Provisions, December 31 515 615

Provisions relate to expected future costs for the removal of installations and equipment, as well as reinstatement, etc., upon vacating cBrain's leased properties. These provisions are reevaluated annually based on the condition of the leases at the balance sheet date.

Note 27 – Commitments and Contingencies

Guarantee obligations

cBrain A/S acts as a guarantor for its 100% owned subsidiary cProperty ApS's mortgage loan for the remaining debt of DKK 27,0m (2024: DKK 48,8m). The property located at Kalkbrænderiløbskaj 2, 2100 Copenhagen Ø, has a total carrying amount of DKK 195,1m.

Other Contingent Liabilities

cBrain A/S has issued a letter of support for the fully owned subsidiary cProperty ApS, committing to provide, if required, the necessary funds for cProperty ApS to honor its liabilities as the fall is due until December 31, 2027.

Other Contingent Liabilities

cBrain's Danish companies are jointly and severally liable for the tax on the Danish companies' income, etc. The total amount of outstanding corporate income tax in Denmark is DKK 3,3m (2024: DKK 8,9m). The Danish companies are also jointly and severally liable for Danish withholding taxes in the form of dividend tax, royalty tax, and interest tax. Any subsequent adjustments to corporate taxes and withholding taxes may result in the Group's liability being a larger amount.

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Note 28 – Related Parties Transactions

For the Parent company, in addition to transactions with other related parties depicted in note 27 of the consolidated financial statements, related parties also comprise subsidiaries where cBrain A/S has a controlling or significant influence.

The Parent company leases cBrain's headquarter from its 100% owned subsidiary cProperty ApS (CVR no. 37294098), please refer to note 15 and note 25.

The Parent company's outstanding balance with subsidiaries comprises receivables of DKK 50,0m, current account DKK 42,5m and non-current group deposits of DKK 7,5m (2024: DKK 22,5m, current account DKK 15,1m, and non-current group deposits DKK 7,4m).

Balances with subsidiaries comprise office rent deposits to cBrain's' 100% owned subsidiary, cProperty ApS, and short-term loans to cProperty ApS provided in connection with the purchase of Utzon House in 2022. The short-term loans are accrued interest. For more information, please refer to note 16. Interest on receivables from subsidiaries is specified in note 10.

Terms and conditions

The Parent company's outstanding balance with subsidiaries is unsecured and are repayable in cash. The outstanding balance accrues interest at 1,75%.

Note 29 – Financial Instruments and Risks

Categories of Financial Instruments

T.DKK 2025 2024
Financial assets measured at amortized cost
Receivables from subsidiaries 42.452 15.095
Trade receivables 30.660 45.776
Other receivables 1.649 1.869
Cash and cash equivalents 36.858 21.540
111.619 84.280
Financial liabilities measured at amortized cost
Lease liabilities 47.412 55.278
Provisions 515 615
Trade payables 5.592 3.281
53.519 59.174

Financial Risk Management Strategies

cBrain is exposed to market risks in the form of changes in exchange rates and interest rates, as well as credit risks and liquidity risks, due to its operations, investments, and financing activities.

Management believes that cBrain operates with a low-risk profile, and as such, foreign currency, interest rate, and credit risks only occur on a commercial basis. It is cBrain's policy not to engage in active speculation in financial risks.

Entering new markets may involve transactions in foreign currencies, which could expose cBrain to currency fluctuations. Therefore, this area is closely monitored to assess the need for currency hedging instruments. For implemented optimization, refer to the following section.

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Note 29 – Financial Instruments and Risks (continued)

Foreign Exchange Risk

cBrain's foreign exchange risk is primarily managed by matching cash inflows and outflows in the same currency. The difference between cash inflows and outflows in the same currency represents an unhedged currency risk. The majority of positions are in EUR, USD, GBP, and AED.

Currency Risk on Recognized Assets and Liabilities

2025

T.DKK EUR USD GBP AED
Cash and cash equivalents 8.235 318 2.766 0 11.319
Receivables 2.155 126 0 8.197 10.478
Liabilities -467 -279 0 0 -746
Unhedged net-position 9.923 165 2.766 8.197 21.051
Loss/gain at 10 %
strengthening/weakening
of DKK
+/- 992 +/- 17 +/- 277 +/- 820 +/- 2.105

2024

T.DKK EUR USD GBP AED
Cash and cash equivalents 2.946 280 792 0 4.018
Receivables 12.563 928 0 3.905 17.396
Liabilities -557 0 0 0 -557
Unhedged net-position 14.952 1.208 792 3.905 20.857
Loss/gain at 10 %
strengthening/weakening
of DKK
+/- 1.495 +/- 121 +/- 79 +/- 391 +/- 2.085

Interest Rate Risks

cBrain's interest rate risk is related to bank balances and debt to mortgage loans (borrowings). As of December 31, 2025, the company has a bank balance of DKK 36,9m (2024: DKK 21,5m). In connection with bank balances, there is a total credit facility of DKK 0 million. The bank balances are subject to variable day-to-day interest rates.

Liquidity Risks

cBrain's objective is to maintain sufficient liquidity reserves to be able to respond appropriately to unforeseen fluctuations in liquidity. Excess liquidity is placed in deposit or savings accounts, considering the expected liquidity needs. Liquidity is only placed with financial institutions with high creditworthiness.

Non-Derivative Financial Liabilities

2025

T.DKK Less than
6 months
Between
6 and 12
months
Between 1
and 5
years
After
5 years
Total
Lease liabilities 4.458 3.825 32.055 12.698 53.036
Trade payables 5.592 0 0 0 5.592
Other payables 16.071
26.121
0
3.825
0
32.055
0
12.698
16.071
74.699

2024

T.DKK Less than
6 months
Between
6 and 12
months
Between 1
and 5
years
After
5 years
Total
Lease liabilities 4.530 4.555 32.636 20.952 62.673
Trade payables 3.281 0 0 0 3.281
Other payables 20.778 0 0 0 20.778
28.589 4.555 32.636 20.952 86.732

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Note 29 – Financial Instruments and Risks (continued)

Credit Risks

Credit risk is low due to the types of customers, primarily consisting of public authorities and professional organizations. The finance department continuously reviews credit risks, including the size and age distribution of receivables from individual customers.

In 2025, an expected loss of DKK 0,2m was recognized (2024: DKK 0,6), and no losses were realized during the financial year.

The company has not entered into derivative financial instruments for hedging recognized financial assets and liabilities.

Note 30 - Capital Structure

The financial gearing at the balance sheet date can be summarized as follows:

T.DKK 2025 2024
Lease liabilities 47.412 55.278
Cash and cash equivalents -36.858 -21.540
10.554 33.738
Equity 314.402 286.783
Financial Gearing Ratio 3,4% 11,8%

Note 31 - Events After the Balance Sheet Date

There have been no events occurring after the end of the financial year that would require adjustment or disclosure in the annual report.

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cBrain®

cBrain F2®

is a registered trademark of cBrain A/S and registered in US and other countries, all other product names are trademarks of their respective owners.

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cBrain A/S

Kalkbrænderiløbskaj 2 DK-2100 Copenhagen Denmark

www.cbrain.com

Nasdaq symbol: CBRAIN

CVR no. 24233359