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Netcompany Group Annual Report 2020

Jan 28, 2021

3373_rns_2021-01-28_864105d4-4174-4805-8fa7-560a5d806055.pdf

Annual Report

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Content

Welcome to the Netcompany 2020 Annual Report – an extraordinary year with extraordinary results

At a glance

Netcompany in numbers 03
Letter from the Chairman 04
Letter from the CEO 06
Financial highlights and key figures 08

Our business

Netcompany's ambition and strategy 10
Equity story 11
Cases 12
Outlook 15
Performance overview 17
Operating entities 20
Segment information 23
Revenue visibility 26
Cash flow and other
significant financial positions 27

10

Netcompany's ambition and strategy

ESG 29
Corporate governance 31
Executive Management 34
Board of Directors 35
Remuneration report 37
Risk management 39
Shareholder information 43
Financial Review Governance Financial Statements
Consolidated financial statement 46
Parent financial statement 93
Company information 113

Netcompany in numbers

Cash

conversion (normalised)

EBITA margin

26.2% 103% 3,134

Revenue (DKKm)

year end

Employees at

Employees at year end

(Headcounts)

3

Letter from the Chairman

We will always focus on the long term objective of Netcompany

Netcompany continued to deliver complex and mission critical solutions to our customers in 2020 in an unprecedented time

Despite severe disturbance to our mar kets following the COVID-19 pandemic we continued to deliver on time, budget and scope. It is often in times of crisis the business model is truly put to the ultimate test, and as Chairman I am proud of how resilient the Netcompany business model has proven to be. The relentless focus on quality in everything we do, the focus on always being agile and ready to adapt to new surroundings while still focussing on getting projects live as agreed has been pivotal for our performance for the year.

We refrained from retracting our guidance for the full year during the spring as most other companies did, based on our strong backlog and pipeline of projects.

However, the second lockdown in the UK in the fall, and the following impact on the UK economy, led us to reduce our growth expectations by a couple of percentage points, which we delivered with growth close to 17% in constant currencies. Despite the negative impact from COVID-19 we refrained from participating in any government relief package on a Group level and still realised margins of 26%. For 2021, we expect to grow 15-20% organically and deliver around 23-25% in adjusted EBITA margin.

We have always strived to be open, transparent and direct in our communication – with all stakeholders including the investor community and shareholders , which I believe that we have exercised in a difficult time

We have always strived to be open, transparent and direct in our communication – with all stakeholders including the investor community and shareholders, which I believe that we have exercised in a difficult time. During the year, we have seen increased interest in our company and we have welcomed several new shareholders. As of December we entered the main index of Nasdaq Copenhagen – the C25 index – following increased market capitalisation of close to 100% in 2020 and an average daily share turnover which more than doubled in 2020.

Our work as Board of Directors

During the year, we have made a couple of changes to the Board. Pernille Fabricius stepped down as Vice-Chairman and left the Board during the spring. Juha Christensen assumed the role as Vice-Chairman of the Board of Directors. In addition, Robbert Kuppens left the Board for personal matters during the summer. Instead we welcomed Åsa Riisberg, a Swedish citizen, and Hege Skryseth, a Norwegian citizen. Åsa Riisberg assumed the role as Chairman of the Audit committee.

During the year, the Board has engaged in discussions and prioritisations around the strategic direction, the financial performance, risk management and general governance within the Group. We reconfirmed the long term strategic ambition for Netcompany and believe that we stand strong to deliver on that ambition in the years to come. Further, we have conducted a self evaluation where we have concluded that we as a Board fulfil our fiduciary duties.

Capital Structure

For the year 2020, we propose that the Annual General Meeting approve to pay out DKK 50m as a dividend for the year. In addition, we will initiate a share buyback programme of the same size bringing the total remuneration to the shareholders to DKK 100m for the year. Our strong financial position and cash flow allows us to do so.

We will continue to ensure a solid capital base for Netcompany and will gradually increase the distribution of free cash flow to shareholders.

Chairman of the Board of Directors

Bo Rygaard

Letter from the CEO

Extraordinary results in an extraordinary year

Driven by superior delivery & world-class employees

2020 has indeed been an extraordinary year. The spread of COVID-19 globally has challenged our businesses, authorities and every institution in society. When I look back at 2020, I am truly proud of what we have achieved driven by our talented workforce. We have delivered a wide range of complex business critical solutions helping some of the largest public and private organisations and enterprises to realise benefits through digitalisation.

Our strong performance is a testimony to our dedicated focus on always delivering what we promise to our customers no matter the challenges we face – high quality solutions on time, budget and scope. Following our steadfast and guiding principle the Group has realised

around 17% growth and 26% margins generating earnings close to DKK 750m.

I am pleased to see Netcompany being so resilient in creating ongoing business value and high quality in all our project deliveries.

In close collaboration with ATP, Netcompany delivered Socialpension – a secure and efficient public benefits platform that ensures correct and timely pay-out of benefits to citizens. Further, the Danish authorities was equipped with COVIDmeter and SmitteStop solutions contributing to monitor and combat the spread of COVID-19.

In the fall of 2020, we established a joint venture together with Copenhagen Airport A/S, to develop a future market leading digital airport platform. Also, in 2020 DSV went live with a new global platform for handling the quoting and sales processes across all countries in the road division.

Management Review

6

In addition, we engaged in promising partnerships and delivery of complex projects in our entities outside of Denmark - encouraging for our ability to execute on our longer-term vision of becoming a Northern European market leader.

Our growing international operation

A dedicated effort to grow our international footprint shows positive momentum. Our unique business model proves repeatable and scalable across markets with exciting and strategically important recent wins in both Norway and the Netherlands.

In May, Netcompany was selected to deliver and maintain a Toll Service Provider solution for Fjellinjen Utsteder AS, who wish to make toll payments simpler and clearer for drivers and companies. In October, it was announced that Netcompany will be the Norwegian Medicines Agency's long term strategic digitalisation partner in developing a new and innovative digital platform. Furthermore, the Norwegian authorities appointed Netcompany to deliver the new contact tracing app designed to better help containing the spread of COVID-19.

In the Netherlands, the rapid adoption of the successful Netcompany business model and the inherent focus on complex, larger scale public projects in the Dutch operation has led to impressive results.

In July, we proudly delivered a new and modern Donor Register for the Dutch government – a solution being praised for its accessibility and user-friendliness. Our pipeline is promising and supports our continued growth in the exciting Dutch market.

In the UK, the severe negative impact from COVID-19 to the economy has challenged the business. We have experienced engagements being postponed or even cancelled in the short term, while we have continued to deliver quality performance in all our existing projects. In addition, we have successfully converted the majority of our contractors to permanent employees during 2020. This is a planned and important step to leverage the full potential of our unique and scalable business model in the UK market – a market we strongly believe has large potential in a long term perspective.

It is therefore with great confidence and motivation we continue to execute on our planned integration of both talented new hires and the Netcompany business model.

Reinventing the way to digitise societies

The advantages of digital transformation are real, tangible, and in many cases crucial for establishing sustainable business models in both private and public enterprises. At Netcompany, we enable our customers to adapt to the ever-changing world whether the changes are caused by political forces, climate change, or an unforeseen pandemic.

In 2020, we launched The Govtech Framework consisting of hundreds of society-critical IT solutions based on more than 2,000 components. Our Govtech Framework, which might be the most comprehensive portfolio of successful Govtech deliveries and components in Northern Europe, provides in-depth insights as well as a deep understanding of what we believe a successful delivery model for a modern digital public sector should look like.

This goes hand in hand with our flexible platform engineering. We believe in agile, futureproof solutions, based on proven platform components that ensure full flexibility and opportunity for ongoing innovation. With our undisputed track record of delivering some of the most complex and innovative solutions we know how to deliver the right solutions instrumental for world-class, user-friendly, digital services for citizens and businesses.

We are convinced that whilst a lot has been achieved in the area of digitalisation we are still only at the starting point of the journey. The Govtech Framework and our platform engineering combined will be key drivers in helping governments and businesses across markets pave the way for a successful and sustainable business model in a digital world.

Unique talent delivering unique results

Our ongoing success is defined by our ability to continuously attract, develop, and retain top talent in all markets. In 2020, we welcomed around 1,000 new Netcompany employees and increased the employee base by 20% reaching a total of around 3,100 talented people.

The majority of our new starters have been warmly and successfully welcomed virtually, due to COVID-19 restrictions. I am full of admiration of how we have managed to onboard our new Netcompany family members virtually to ensure the best possible start to hopefully an exceptional and developing career path with us.

Despite the impact of COVID-19 we have continued to invest in our employees personal and professional skills and will continue to do so in the future to sustain a highly attractive workplace for top class IT professionals.

I am excited to embark on 2021 together with our clients, partners, and employees getting another step closer to realise our ambition of becoming a Northern European market leader.

André Rogaczewski CEO and Co-Founder

Financial highlights and key figures

DKK million 2020 2019 2018 2017 20161
Income statement
Revenue
Public 1,777.7 1,455.5 1,152.1 730.2 368.3
Private 1,060.9 998.3 901.1 685.9 531.3
Revenue by segments, total 2,838.6 2,453.9 2,053.2 1,416.1 899.6
Development 1,517.0 1,257.7 1,005.4 646.9 438.4
Maintenance 1,321.6 1,196.1 1,047.8 769.2 461.2
Revenue by type, total 2,838.6 2,453.9 2,053.2 1,416.1 899.6
Organic 2,812.4 2,416.5 1,777.5 1,232.0 887.9
Acquisition 26.2 37.4 275.7 184.0 11.7
Revenue by growth, total 2,838.6 2,453.9 2,053.2 1,416.1 899.6
Special items 0.0 -4.4 -34.5 -32.9 -35.5
Adjusted EBITA 744.4 617.4 514.2 402.0 248.0
EBITA 744.4 613.0 479.7 369.0 212.9
Operating profit (EBIT) 644.9 511.3 364.3 273.2 139.1
Net financials -47.0 -14.0 -108.7 -72.1 -62.7
Net profit 321.9 388.5 181.2 141.6 32.8
Financial position
Investment in tangible assets 23.9 24.6 22.9 16.7 13.6
Investments in intangible assets 0 0 0 11.1 8.3
Total assets 4,039.4 3,727.6 3,485.4 3,469.5 2,860.4
Equity 2,428.6 2,071.7 1,806.3 1,643.9 1,260.5
Dividends paid 0 0 0 0 0
Net increase in cash and cash
equivalents 233.6 23.6 -85.3 163.3 -79.4
DKK million 2020 2019 2018 2017 20161
Cash flow figures
Cash flow from operating activities 580.9 460.3 186.4 195.3 116.9
Cash flow from investing activities -101.6 -73.3 -27.2 -124.2 -2,512.1
Cash flow from financing activities -245.7 -363.4 -244.6 92.2 2,315.7
Free cash flow 557.0 435.8 163.6 167.5 94.7
Net increase in cash and cash
equivalents 233.6 23.6 -85.3 163.3 -79.4
Earnings per share
Earnings per share (DKK) 6.56 7.91 3.65 N/A N/A
Diluted Earnings per share (DKK) 6.52 7.89 3.65 N/A N/A
Employees
Average number of full-time
employees 2,768 2,293 1,861 1,256 877
Financial ratios (ref. Appendix)
Revenue growth 15.7% 19.5% 45.0% 57.4% 18.7%
Gross profit marginAdjusted EBITA margin 40.7%26.2% 40.6%25.2% 39.8%25.0% 43.3%28.4% 41.4%27.6%
EBITA margin 26.2% 25.0% 23.4% 26.1% 23.7%
Operating profit margin 22.7% 20.8% 17.7% 19.3% 15.5%
Effective tax rate 28.7% 21.9% 29.1% 29.6% 57.1%
Return on equity 14.3% 20.0% 10.5% 9.8% 5.2%
Solvency ratio 60.1% 55.6% 51.8% 47.4% 44.1%
ROIC 11.2% 13.6% 6.6% 5.5% 2.5%
ROIC (Adjusted for Goodwill) 53.7% 58.4% 27.9% 9.4% 9.2%
Cash conversion ratio 139.4% 93.2% 60.3% 77.4% 104.8%

The Group was established on 1 February 2016; prior to this date Netcompany only consisted of Netcompany A/S. To allow for a meaningful comparison between the full-year numbers, the financial highlights and key figures of 2016 show the consolidation between the 11-months reported figures in NC TopCo A/S and the one month of January 2016 reported in Netcompany A/S, which in total, comprise the Group. Please refer to the Prospectus for further information.

Our Business

Jan, Manager

"I want to drive the digitalisation of society in the right direction and make the world a better place through technology"

Our ambition and strategy

Our ambition in Netcompany is to become a Northern European market leader within IT services. To realise that ambition we have defined a strategy based on three main pillars

market share

In the four countries where we are already present, we aim to increase our market share by focussing on winning larger and complex projects to deliver solutions to both public and private customers.

By attracting the best talent, educating them rigorously in our own Netcompany Academy, and by ensuring quality "side by side" training with skilled more experienced colleagues, we are confident that our value proposition will prevail leading us to gain market shares.

Where it makes sense, we will be willing to make "bolt on" acquisitions in specific areas to gain access to either a pool of specific talent, a certain industry or a given technology.

A key part of Netcompany´s delivery model is to use common tools and methodologies for developing and documenting new solutions. Since the founding of Netcompany in 2000, these methodologies have been in place and a significant number of components have been developed and standardised. These components belong to Netcompany and have in 2020 been formally structured into a

The Govtech framework allows us to present new solutions to new and existing customers, where parts of the end solution exist already and hence, significantly reduces time to market for our customers and in addition reduces the total costs of ownership.

framework named Govtech.

In addition, we have embarked on "The Platform" approach when developing new large complex solutions. We will seek to enter partnerships with customers when developing new platforms that can subsequently be commercialised in a broader context – like the case with Copenhagen Airport and the establishment of the joint venture, Smarter Airports, to develop a new Digital Airport Platform.

Export our business model

The way Netcompany operates and develops complex solutions can be expanded into other countries. Since 2016, Netcompany has established its presence in Norway, the UK and the Netherlands – all via acquisitions. In general terms, Netcompany expects to reach financial performance targets of 20-25% growth and 20-25% EBITA margin in new countries within 3-5 years after acquisition.

The plan for the next couple of years is to establish Netcompany in Sweden and Finland. Where entry into a new country historically has been done via an acquisition, our entry into Sweden could also be made greenfield in conjunction with a new Swedish customer.

Equity story

IT people leading IT people

Outstanding talent & career development model

Young workforce with outstanding talent

People

Netcompany is a pure play next generation IT provider

This means that in the solutions we develop, maintain and operate, we:

  • Use new technologies to develop solutions
  • Are technology agnostic
  • Focus on mission critical and complex solutions with our clients
  • Have no legacy systems in our portfolio

In doing so we enable our client's digital transformation making them more competitive, more efficient and bring them into a position to lead the industries or services they operate in.

Our business is split between public and private customers with roughly half of our revenues stemming from development of new solutions and the other half stemming from maintaining and running them.

We achieve our financial metrics by having a relentless focus on always delivering our projects on time, budget and scope. We have done so since we were founded in 2000 by ensuring that we always have IT people leading IT people, by employing top talent and by adhering to the same methodology on all projects in all parts of the company.

When we enter new geographies, we aim to transition the acquired company into the Netcompany operating model in 3-5 years.

Netcompany is historically anchored around three financial pillars:

~20%

1

3

High organic growth rate

Industry leading margin

~100% High cash conversion

Case story

Ensuring quality medicinal treatment

Netcompany is partnering with the Norwegian Medicines Agency in the development of a new digital platform after having won one of the largest new govtech deals in the Norwegian public sector in 2020.

The project is a great example of Netcompany's approach to scalable Govtech platforms that can be adapted to fit the needs of the specific client and context. The new platform for the Norwegian Medicines Agency will be based on open Govtech registry components used to build a similar platform for the Danish Medicines Agency that launched in November 2020.

Both Nordic medicines agencies aim to ensure that the population in each country has access to safe, reliable, and efficient medicine. The agencies are also the specialists and supervisory

Long term digital partnership to create wider and more efficient use of data

authorities for medical devices, just as they facilitate research and innovation.

In order to carry out these tasks in the best possible way, both agencies considered it necessary to acquire a new digital platform. One that will strengthen cooperation and interaction with European authorities, improve internal processes and make information to the health service more accessible. One that can be used to efficiently administer all processes surrounding medicine approval, marketing authorisations and supervision.

As the digital partner of both agencies, Netcompany delivers on a

society-critical task. In collaboration with the agencies, we help make sure that the agencies' specific ambitions for the platform are met, as well as ensuring that the platforms follow local legislation and improve all aspects of user engagement.

For the Norwegian Medicines Agency, Netcompany has become the new long term digital partner the agency has been looking for. The project is a historical milestone for the data-centred agency as the project allows for a wider and more efficient use of the agency's data between the agency's employees, just as the platform will interact extensively with its European counterparts.

Case story

State pension and disability pensions

As an organisation within ATP (Danish Labour Market Supplementary Pension), Europe's 3rd largest pension provider, Udbetaling Danmark is responsible for the collection, disbursement and control of a number of public benefits on behalf of the Danish government, and contributes to an efficient welfare society.

A central task of the organisation is to handle state pensions and early retirement pensions, as well as other pension related benefits for Danish citizens in Denmark and abroad.

In need of a modern replacement, ATP and Netcompany engaged in close collaboration to deliver Socialpension — a secure and efficient benefits platform that ensures correct and timely pay-out of benefits.

Benefits that for many recipients are their only income and, hence, are essential for their livelihood.

The platform covers a full range self-service portal, managing the assessment and calculations of benefits based on current legislation combined with different aspects in a pensioner's life — such as income, cohabitation and death — as well as the management of the actual payout of benefits and updating all necessary peripheral systems.

The main objective of the project was to combine several obsolete and cost-intensive systems into one modern system with significantly lower operational and maintenance costs.

The platform was delivered during the COVID-19 lockdown in the spring of 2020, showing great skills, ambitions, and commitments from everyone involved to succeed with the project and meet the deadline. This project is also a testament to how Netcompany's platforms can easily be adapted to work across industries and sectors.

Paying out more than 10.5 billion DKK to 1.3 million citizens each month

Lewis, Senior Consultant "Working on complicated projects is one of the most enjoyable parts of working in Netcompany - collecting requirements, suggesting options and presenting the end product to customers being my favourite bit"

Financial Review

2020 financial performance and 2021 guidance

In 2020, the Group delivered revenue growth of 17% in constant currencies (16% reported) of which 16 percentage points was organic and 1 percentage point was non-organic related to the acquisition of QDelft (Netcompany Netherlands) in 2019.

17% Revenue growth in 2020

In the fall, the Group revised its expectations for both top line growth and margin due to the negative impacts on the UK operation following the strict lockdown measures in relation to the second wave of COVID-19 infections. This led the Group to reduce its expectations for revenue growth by 2 percentage points to the low end of 17% to 19% and to reduce its expectations to adjusted EBITA margin by 1 percentage point to around 25%.

Adjusted EBITA margin was 26%. Revenue growth in constant currencies and adjusted EBITA margin was in line with the revised guidance of the year.

Non-organic revenue growth for the year was 1%, which was in line with expectations.

The market for digitalisation in Denmark remained strong in 2020 and a number of public tenders are expected to come to the market in 2021 following the recent years' trend. In addition, more and more projects in the private sector are initiated, which enables a balanced growth between the public and private sector. Continued focus on talent attraction and development remain core, and the Group expects training activities and social events to return to pre COVID-19 levels for 2021.

Adjusted EBITA margin in 2020

In the UK, the transition away from independent contractors towards our own employees has almost been completed and, hence, the implementation of IR35 is not expected to have any negative impact on Netcompany UK assuming resources are utilised. Additional investment, in the form of increased involvement from senior management in Denmark and in the further development of the UK business, is still expected.

The integration of Netcompany Netherlands has progressed well in 2020 and the Dutch operation is expected to continue its strong growth. The completion of two large fixed fee projects in Q1 2020 has changed the Dutch operation structurally, which will also impact margins in 2021 positively.

In Norway, the investment into developing the business to tender for – and win – larger projects started to show results in 2020. While good progression has been made in 2020, there is still some work remaining before the integration can be concluded as complete.

The Group has plans to enter into Sweden and Finland, but timing is difficult to accurately predict and thus the effects on top line growth is not included in the guidance for 2021.

Financial metrics in constant currencies Target2021 Actualperformance2020 UpdatedtargetQ3 Originaltarget2020
Organic revenue growth ~15-20% 15.5% low end of 16-18% ~18-20%
Adjusted EBITA margin from organic businesses ~23-25% 26.3% ~25% ~26%
Non-organic revenue growth 0 1.1% ~1% ~1%
Reported revenue growth ~15-20% 16.6% low end of 17-19% ~19-21%
Adjusted EBITA margin ~23-25% 26.1% ~25% ~26%

In 2021, we expect organic revenue growth of 15% to 20% in constant currencies and an adjusted EBITA margin of between 23% and 25% in constant currencies

Guidance for 2021

For 2021, we expect organic revenue growth of 15% to 20% in constant currencies and an adjusted EBITA margin of between 23% and 25% in constant currencies.

The range in the expectation for revenue growth reflects the general macroeconomic uncertainty, and the continued risk in the UK market in particular.

We have in our guidance assumed to be able to initiate internal training activities and social events in 2021 and bring them to the same level as pre COVID-19.

In addition, office expansions in both Copenhagen and Oslo that were planned but delayed in 2020 are expected to be completed in 2021.

Further, the margins in 2021 will be negatively impacted by the full inclusion of expenses for the ongoing three year revolving Long Term Incentive Programme initiated at the time of the IPO.

Based on organic growth, free cash flow is expected to continue to improve during 2021 in absolute terms.

Leverage, measured as net interest bearing debt to 12 months adjusted EBITA, is expected to be around 0.5 taking into consideration redistribution of funds of DKK 100m to shareholders in 2021.

Our expectations for 2021 is reflecting a number of uncertainties, which individually or in conjunction can have a negative impact on our ability to grow our business and hence our margins. We base our 2021 expectations on the following main assumptions:

  • No negative impact from macroeconomic events.
  • No material improvement to the business environment in the UK following severe economic consequences from the COVID-19 in 2020 and the uncertainty of Brexit.
  • Public digitalisation to continue on at least par level with 2020.
  • No delay or deferral of ongoing or planned public tender processes.
  • Continued digitalisation in the private sector in the markets where the Group has meaningful presence in that specific segment.
  • Continued ability to attract, educate and retain talent throughout the Group.
  • Ability to schedule training activities, social events, business travel and other meetings across our markets with no major restrictions.

In addition, our guidance for 2021 is based on the assumption that no major third wave of COVID-19 with associated lockdown restrictions will occur. Given current progress on developing and making vaccines available, the general improvement in understanding of how COVID-19

transmits and the measures required to prevent this, we see a third prolonged full lockdown as unlikely. However, at this point in time we cannot rule out the possibility entirely.

Performance overview

Reported revenue grew 15.7% (constant 16.6%) to DKK 2,838.6m from DKK 2,453.9m in 2019. Non-organic revenue was 1.1 percentage points related to the impact from Netcompany Netherlands in the period from 1 January 2020 to 13 May 2020.

Revenue growth was driven by strong performance in the Danish operation that grew by 21% and in the Dutch operation that more than doubled revenue in 2020. In Norway, revenue growth was 0.7% (constant 9.6%) and in the UK, revenue growth was negative 14.8% (constant 13.6%).

In 2019, revenue was positively impacted by the release of DKK 32.6m from the risk contingency reserve compared to a release of DKK 3.5m in 2020. The net impact hereof is close to 1.5 percentage points negative on the revenue growth rate for 2020.

Growth on Group level was driven by the public segment which grew 22.1%, whereas the private segment only increased 6.3% as a consequence of the impact on the private segment following COVID-19 related lockdown restrictions in Norway and in the UK.

(DKK'000) 2020 2019 Change(reported) Non-organic impactfrom NetcompanyNetherlands BV.
Revenue 2,838.6 2,453.9 15.7% 1.1pp
Cost of service -1,683.4 -1,458.1 15.4% 1.2pp
Gross profit 1,155.2 995.8 16.0% 0.8pp
Gross profit margin 40.7% 40.6% 0.1pp -0.1pp
Sales and marketing costs -17.1 -11.7 45.7% 0.0pp
Administrative costs -393.7 -366.7 7.4% 2.0pp
Adjusted EBITA 744.4 617.4 20.6% 0.2pp
Adjusted EBITA margin 26.2% 25.2% 1.1pp -0.2pp
Special items 0.0 -4.4 -99.9% 0.0pp
EBITA 744.4 613.0 21.4% 0.2pp
EBITA margin 26.2% 25.0% 1.2pp -0.2pp
Amortisation -99.4 -101.7 -2.2% 1.4pp
Operating profit (EBIT) 644.9 511.3 26.1% 0.0pp
Operating profit margin 22.7% 20.8% 1.9pp -0.2pp
Net financials -47.0 -14.0 234.8% 3.2pp
Fair value adjustment of contingent consideration -141.3 0 N/A 0.0pp
Income / loss from investment in joint venture -5.0 0 N/A 0.0pp
Profit before tax 451.7 497.3 -9.2% -0.1pp
Tax -129.8 -108.8 19.3% 0.0pp
Effective tax rate 28.7% 21.9% 6.9pp 0.0pp
Profit 321.9 388.5 -17.1% -0.2pp

Netcompany Netherlands, acquired at 13 May 2019, is not fully included in the reported figures for 2019 and the impact from Netcompany Netherlands for the period 1 January 2020 until 13 May 2020 is shown in the table as non-organic impact from Netcompany Netherlands, whereas impact from 14 May 2020 and onwards will be seen as organic impact.

Adjusted EBITA was DKK 744.4m – an increase of 20.6%

Despite the negative impacts from COVID-19 related measures taken by various governments, Netcompany has seen utilisation ratios in line with previous years. However, the underlying performance per country has varied with the operations in Denmark and the Netherlands yielding improved utilisation ratios and the operation in Norway and the UK yielding lower utilisation ratios compared to 2019.

Cost of services increased with 15.4%, which was slightly lower than the increase in revenue. This was caused by a higher utilisation in Denmark and the Netherlands, which was almost ofset by lower utilisation in Norway and in the UK and the transition away from independent contractors to own employees in a period where revenue was lost at short notice also impacted utilisation negatively in the UK. Additionally, more resources have been spent on business development, tender activities and other sales related tasks in 2020 than in 2019 – in particular as a consequence of the Danish operation being involved in multiple tenders in Norway, the UK and in the Netherlands. While these activities, in the short term have

reduced the gross profit margins, they are fundamental for the continued future progression in margins across the Group.

Gross profit margin for the Group was slightly higher in 2020 at 40.7% compared to 40.6% in 2019. Additionally, gross profit margin in 2019 was positively impacted by the release of DKK 32.6m from the risk contingency reserve into revenue. For 2020, the release amounted to DKK 3.5m. Adjusted for the contingency risk reserves, gross profit margin in 2020 and 2019 would have been 40.6% and 39.8% respectively, which means gross profit margin increased by 0.8% - in a normalised setting.

Sales and marketing costs increased to DKK 17.1m, corresponding to an increase of 45.7% due to a low base in previous year. During 2020, more resources have been used to increase awareness of the Netcompany brand and name outside of Denmark, and in addition, a number of new branding activities were launched in Denmark to strengthen Netcompany's brand even further.

Administrative costs increased by 7.4% compared to 2019, hence, at a lower rate than the intake of new employees which grew by 20.7%. The main reason for administrative costs growing slower than the FTE intake is the restrictions imposed related to COVID-19, which has led to less travel, fewer social activities and also fewer courses. In addition, planned office expansion in Copenhagen and Oslo has been postponed from 2020 to 2021. While some costs patterns are most likely to change structurally it is still too early to firmly conclude that recurring cost savings are to follow from COVID-19. As in 2019, the cost for the Group's Long Term Incentive Programme is in a gradual build up phase meaning that the cost for the programme will not be fully loaded into the costs base until 2022. The annual increase for the total Long Term Incentive based remuneration Programme is approximately DKK 25m of which around DKK 8m are reported as administrative costs and the remaining part included in cost of

services. Once fully loaded the total annual cost for the programme is around DKK 40m – before adding new participants to the programme.

6.6% Non-client facing FTE

Non-client facing FTEs was 6.6% in 2020 – slightly below the level of 2019. Netcompany continues to aim for a ratio of non-client facing FTEs of around 5%. In 2020, particularly in the UK, additional resource was added to the HR function to facilitate the increased intake of our own employees. For 2021 and onwards, it is expected that the non-client facing FTE ratio will gradually move towards the targeted 5% level.

Adjusted EBITA was DKK 744.4m, which is an increase of more than DKK 125m or 20.6% compared to 2019, yielding an adjusted EBITA margin of 26.2%, which is 1.1 percentage point higher than realised margin in 2019. Adjusting for the release of the DKK 32.6m from the contingency reserve in

2019 the margin improvement in 2020 would have been 2 percentage points, underlining the strong operational performance realised in 2020, which was further improved by savings on some costs as a result of the measures implemented related to COVID-19.

Operating profit (EBIT)

Operating profit (EBIT) increased by DKK 133.7m to DKK 644.9m. Amortisation was in line with 2019. Some of the intangible assets are fully amortised in 2020 and others will be fully amortised by the end of 2022.

Net financial cost for the year was DKK 47m of which the majority is related to currency exchange adjustments. In Q4, an internal loan within the Group related to the financing of the acquisition of Hunter MacDonald in the UK, now Netcompany UK, was converted to equity and eliminate the translation risk going forward. In 2020, currency exchange adjustments related to this

loan was negative DKK 23.9m. Interest rate costs for the Group's external banking facility was DKK 13.7m compared to DKK 18.8m in 2019.

The adjustment of the contingent purchase prise for the Dutch acquisition was DKK 141.3m and reflected an increased value of our Dutch investment following superior performance in 2020. The increase in the purchase price was handled as an expense in accordance with IFRS 3.

Net tax for the year was 129.8m, which was equivalent to an effective tax rate of 28.7% compared to an effective tax rate of 21.9% in 2019. The increase in effective tax rate was due to the nontax deductible fair value adjustment of DKK 141.3m. If not adjusted for the contingent purchase price regulation, effective tax rate would have been 21.9%. Netcompany pays corporate income tax in all its operating entities following current and at any time applicable rules. In addition, Netcompany has not participated in any government funded support or relief package related to COVID-19 in any of the countries in which Netcompany is doing business.

When adjusted for the fair value adjustment of the purchase price for the Dutch acquisition, net profit for the year was DKK 463.2m, corresponding to an improvement of DKK 74.7m compared to 2019.

Operating entitites

* The core addressable IT services market is defined as the part of the addressable market which is dominated by medium and large companies with significant annual IT Budgets, with strategic focus on using digitalisation as a competitive advantage by implementing complex projects where sophisticated IT capabilities are required. 20

Management Review

Information related to operating entities

Revenue in constant currencies grew by 16.6% from DKK 2,453.9m in 2019 to DKK 2,861.1m in 2020. The non-organic revenue from the Dutch operation amounted to DKK 26.2m or 0.9%.

In the Danish operation, revenue increased by DKK 381.1m, equivalent to 21% growth compared to 2019. In Norway, revenue increased by DKK 19.1m (9.6%) and in the Netherlands, revenue increased by DKK 61.5m (164.6%). Compared to 2019 statutory accounts, the Dutch operation grew by 94.8% in 2020. The UK operation saw revenue decline by DKK 54.3m – equivalent to negative 13.6%.

For the Danish public tenders the win ratio in 2020 was 72%, which is on par with last year's win ratio of 73%.

Gross profit margin in the Danish operation was 46%, which was in line with the level in 2019. However, in 2019 a total of DKK 32.6m was released from the risk contingency reserve compared to DKK 3.5m in 2020.

United
2020 in constant currencies (DKK'000) Denmark Norway Kingdom Netherlands Total
Revenue from external customers 2,199.9 217.5 345.0 98.8 2,861.1
Gross profit 1,012.2 48.2 62.8 37.2 1,160.4
Gross profit margin 46.0% 22.2% 18.2% 37.6% 40.6%
Local admin costs -277.4 -29.5 -47.5 -18.4 -372.7
Adjusted EBITA before allocated cost from HQ 734.8 18.7 15.4 18.8 787.6
Adjusted EBITA margin before allocated cost from HQ 33.4% 8.6% 4.5% 19.0% 27.5%
Allocated costs from HQ -28.6 -4.7 -6.3 -1.9 -41.5
Special items, allocated 0.0 0.0 0.0 0.0 0.0
EBITA 706.2 14.0 9.1 16.9 746.1

Constant currencies measured using average exchange rates for 2019

United
2019 in reported currencies (DKK'000) Denmark Norway Kingdom Netherlands Total
Revenue from external customers 1,818.8 198.4 399.3 37.4 2,453.9
Gross profit 826.0 65.2 96.5 8.1 995.8
Gross profit margin 45.4% 32.9% 24.2% 21.6% 40.6%
Local admin costs -256.2 -30.9 -41.0 -13.9 -342.0
Adjusted EBITA before allocated cost from HQ 569.8 34.4 55.5 -5.9 653.8
Adjusted EBITA margin before allocated cost from HQ 31.3% 17.3% 13.9% -15.7% 26.6%
Allocated costs from HQ -25.5 -2.7 -7.5 -0.7 -36.4
Special items, allocated -3.1 -0.3 -0.9 0.0 -4.4
EBITA 541.1 31.3 47.1 -6.5 613.0

Adjusted EBITA before allocated cost from HQ increased by DKK 133.8m yielding an adjusted EBITA margin of 27.5%

The net impact hereof is equivalent to a negative impact to revenue growth in Denmark in 2020 of close to 2 percentage points. Gross profit margin in 2019 would have been 0.8 percentage point lower adjusted for this too.

The underlying strong performance in Denmark was driven by the continued timely delivery of a number of larger projects and continued growth of new projects in both the public and private segment. In addition, the restrictions imposed related to COVID-19 has led to fewer hours used on training and social events, which in turn has increased the amount of available hours in general terms to be used on client related tasks.

In Norway, gross profit margin was negatively impacted by the lack of major new wins from the summer 2019 to the fall 2020 as resources have not been fully utilised. Additionally, loss of smaller short term projects with some private customers followed the COVID-19 measures implemented in Norway during the spring and summer. Further, a number of senior

managers and partners have spent a significant amount of time during 2020 on business development in Norway, leading to lower gross profit margin as costs related hereto are allocated to the Norwegian unit.

In the UK, gross profit margin was negatively impacted by a combination of hard lockdown from COVID-19, the ongoing change from independent contractors to permanent employees and too a high proportion of the project portfolio being of a short term nature. Loss of projects seen particular in the spring and late Q3 2020 led to significant under-utilisation of resources. In the same period, Netcompany UK successfully had reduced the amount of independent contractors by close to 100 and instead hired the doubled amount of own employees. This essentially meant that the cost of the underutilisation was mainly borne by Netcompany UK.

In the Dutch operation on the other hand, gross profit margins were improved significantly during 2020 as a result of two larger fixed fee projects

with negative margins being completed early in the first quarter. In addition, the Dutch operation has increased utilisation during the year compared to 2019 following the implementation of the Netcompany operating model.

In Denmark, adjusted EBITA before HQ costs increased by DKK 165m yielding an adjusted EBITA margin of 33.4% compared to 31.3% in 2019. The restrictions to travel and social activities imposed as a response to the COVID-19 pandemic has improved margins by around 1 percentage point. In addition, planned office expansions in Copenhagen and Oslo was postponed to 2021 improving margins further.

In Norway, the adjusted EBITA margin before HQ costs was reduced by 8.7 percentage points as a result of the lower activity, also impacting gross profit margin, and costs for redundancies for members of the former management Group. Severance costs impacted adjusted EBITA margin by 1.4 percentage points.

The adjusted EBITA margin before HQ costs was significantly reduced in the UK as a direct consequence of the lower utilisation and more permanent employees also impacting gross profit margin. In addition, the UK operation had increased the HR function substantially in 2020 to hire the replacement of close to 100 independent contractors.

In the Netherlands, the adjusted EBITA margin before HQ costs increased from negative 15.7% in 2019 to positive 19% in 2020. The improvement was driven by the improved gross margin and a significant improvement in the administrative routines in the Dutch operation during the year. In addition, a number of integration projects have been completed during 2020.

Improvement in adjusted EBITA margin before allocated HQ costs for the Dutch operation

Total HQ costs allocated to the operating entities was DKK 41.5m compared to DKK 36.4m in 2019. The main increase in the allocated costs relates to the gradual build up of share based remuneration following the Restricted Stock Units (RSU) programme that has a three year revolving character, which means that the full costs for the RSUs will be embedded in the numbers from 2021 and onwards.

Segment information

Revenue in the public segment in 2019 to DKK 1,777.7m in 2020.

Revenue in the private segment increased by 6.3% from DKK 998.3m in 2019 to DKK 1,060.9m in 2020.

23

Management Review

Public segment

Revenue in the public segment increased by 22.1% in 2020 to DKK 1,777.7m compared to DKK 1,455.5m in 2019. The non-organic growth was 1.8 percentage points and is attributable to the Dutch operation.

The increase in the public segment revenue was overall driven by continued high activity in the Danish operation, which grew a total of 21% and in the Dutch operation, which close to tripled revenue in the segment in 2020.

In Denmark, performance was driven by high activity levels with the Danish ministry of Taxation, KOMBIT and ATP, whereas growth in the Dutch segment was driven by high activity with the Replacement Fund and the Participation Fund as well as the Ministry of Finance in the Netherlands.

In Norway, revenue in the public segment showed moderate growth driven by the wins late in the year together with the Norwegian Medicines Agency. In the UK, growth was 8.1%.

Gross profit margin for the segment across the Group was 38% - slightly

Public (DKK'000) 2020 2019 Change(reported) Non-organic impactfrom NetcompanyNetherlands BV.
Revenue 1,777.7 1,455.5 22.1% 1.8pp
Cost of services -1,102.6 -907.8 21.5% 1.9pp
Gross profit 675.1 547.8 23.2% 1.5pp
Gross profit margin 38.0% 37.6% 0.3pp 0.0pp
Allocated costs -270.0 -244.1 10.6% 2.9pp
Adjusted EBITA 405.1 303.6 33.4% 0.3pp
Adjusted EBITA margin 22.8% 20.9% 1.9pp 0.0pp
Special items -0.0 -2.7 -99.9% 0.0pp
EBITA 405.1 300.9 34.6% 0.3pp
EBITA margin 22.8% 20.7% 2.1pp 0.0pp
Amortisation -65.0 -62.8 3.6% 2.2pp
Operating profit (EBIT) 340.0 238.1 42.8% 0.1pp
Operating profit margin 19.1% 16.4% 2.8pp 0.0pp

Netcompany Netherlands, acquired at 13 May 2019, is not fully included in the reported figures for 2019 and the impact from Netcompany Netherlands until 13 May 2020 is shown in the table as non-organic impact from Netcompany Netherlands, whereas impact from 14 May 2020 and onwards will be seen as organic impact.

better than 2019 where margin was 37.6%, however, with substantial deviations from country to country. In Denmark and the Netherlands, margins improved following strong delivery on projects and high utilisation throughout the year despite COVID-19. In the UK and in Norway, margins were lower than in 2019 as COVID-19

impacted operations in these markets negatively as they both had a number of smaller short term projects in the public segment that were postponed during 2020 leading to lower utilisation.

Adjusted EBITA margin improved to 22.8% compared to 20.9% in 2019. In addition to the improved gross profit margin, adjusted EBITA margins was improved significantly in the Danish operation following strong deliveries and a generally lower level of costs to be allocated following COVID-19. In addition, performance in the Dutch operation was also improved significantly on adjusted EBITA margin level.

Private segment

Revenue in the private segment was DKK 1,060.9m, which was 6.3% higher compared to realised in 2019 of DKK 998.3m. However, there are significant differences in the underlying performance country by country. In both Norway and the UK, revenue in the private segment was reduced in 2020 compared to 2019, whereas the revenue in the private segment in Denmark increased by 20.9% in 2020 with growth picking up in the third and fourth quarter, which both grew by more than 24%. The strong growth in the Danish segment was a result of an increase of larger projects in the market late 2019 and early 2020, which Netcompany successfully won. Additionally, the growth was impacted by the continued development of projects with TopDanmark and the joint venture, which Netcompany established with Copenhagen Airport.

In Norway, revenue in the private segment fell by DKK 3.1m in 2020 mainly as a consequence of projects being postponed or delayed due to COVID-19. The reason for these projects being delayed was – as opposed to Denmark – that the projects to a large extent

Private (DKK'000) 2020 2019 Change(reported) Non-organic impactfrom NetcompanyNetherlands BV.
Revenue 1,060.9 998.3 6.3% 0.1pp
Cost of services -580.7 -550.3 5.5% 0.1pp
Gross profit 480.1 448.0 7.2% 0.1pp
Gross profit margin 45.3% 44.9% 0.4pp 0.0pp
Allocated costs -140.8 -134.3 4.8% 0.1pp
Adjusted EBITA 339.3 313.7 8.1% 0.1pp
Adjusted EBITA margin 32.0% 31.4% 0.6pp 0.0pp
Special items -0.0 -1.7 -99.9% 0.1pp
EBITA 339.3 312.0 8.7% 0.1pp
EBITA margin 32.0% 31.3% 0.7pp 0.0pp
Amortisation -34.4 -38.9% -11.6% 0.1pp
Operating profit (EBIT) 304.9 273.1 11.6% 0.1pp
Operating profit margin 28.7% 27.4% 1.4pp 0.0pp

Netcompany Netherlands, acquired at 13 May 2019, is not fully included in the reported figures for 2019 and the impact from Netcompany Netherlands until 13 May 2020 is shown in the table as non-organic impact from Netcompany Netherlands, whereas impact from 14 May 2020 and onwards will be seen as organic impact.

were smaller short term non-strategic projects, mainly sold on the basis of individual expertise. The same was the case in the UK where revenue in the private segment fell by DKK 72.7m.

Like in 2019 the amount of business that the Dutch operation delivers in the private segment is limited.

Despite the drop of revenue in the private segment in both Norway and in the UK, gross profit margin for the segment on a Group level was in line with last year at 45.3%, mainly driven by a strong margin in Denmark and the fact that the relative size of the Danish operation is large. On a Group level, the loss of revenue in Norway and the UK

was to a large extent recovered by higher margin revenue realised in the Danish operation during 2020.

For the same reasons adjusted EBITA margin for the Group at 32% was in line with 2019.

Revenue visibility

Public segment Private segment Total segment

Netcompany measures revenue visibility on a 12-month rolling basis, based on two main input parameters, defined as total value of committed engagements, which comprise of fixed price engagements and service agreements, and ongoing time and material engagements with a high likelihood of conversion and/or prolongation, defined as total value of planned continued engagements.

Revenue visibility for 2021 amounts to DKK 2,131.7m. Of this, contractual committed revenue amounts to DKK

1,829.1m and non-contractual committed engagements amounts to DKK 302.6m.

Noncontractual commited

Contractual commited

670.7

826.4

155.7 18.8%

Total

81.2%

Revenue visibility for 2021 in the public segment amounts to DKK 1,305.3m, of which contractual committed revenue amounts to DKK 1,158.4m and non-contractual committed engagements amounts to DKK 146.9m.

Revenue visibility for 2021 in the private segment amounts to DKK 826.4m, of which contractual committed revenue amounts to DKK 670.7m

and non-contractual committed engagements amounts to DKK 155.7m.

Revenue visibility has increased 16.6% from DKK 1,827.8m for 2020 to DKK 2,131.7m for 2021.

Revenue visibility has increased 16.6% from DKK 1,827.8m for 2020 to DKK 2,131.7m for 2021

Cash flow, liquidity and other significant financial positions

Work in progress, prebilled invoices and trade receivables

The combined value of work in progress, prebilled invoices and trade receivables increased by 11.7% compared to a revenue growth of 15.7% in 2020. The combined value of contract work in progress, prebilled invoices and trade receivables as a percentage of revenue fell from 32.6% in 2019 to 31.5% in 2020, which was an improvement of 1.1 percentage points, while days sales outstanding improved from 79 days in 2019 to 59 days in 2020.

Free cash flow and cash conversion ratio

Netcompany generated a free cash flow of DKK 557m, an increase of DKK 121.3m, which led to a cash conversion ratio of 139.4% compared to 93.2% in 2019. The increase in cash conversion ratio was driven by a combination of the factors described and the fair value adjustment of the contingent consideration regarding the acquisition of Netcompany Netherlands (previous QDelft B.V.). Adjusting for the fair value adjustment of contingent consideration, cash conversion ratio for 2020 would have been 103%.

Funding and liquidity

By the beginning of 2020, Netcompany had drawn DKK 965.2m of the total committed facilities of DKK 1,500m. During 2020, Netcompany has used the positive cash flow to repay borrowings of further DKK 200m, hence, a total outstanding credit facility of DKK 765.2m as of 31 December 2020. Further, Netcompany invested DKK 75m in a joint venture with Copenhagen Airport.

The positive development in the cash position has resulted in a debt leverage below 1, as strived for. This also meant that the external interest rate has been reduced twice during 2020, and now equals 1.1%.

Based on the strong financial position and cash flow, Netcompany proposes a payout of DKK 50m in dividend to shareholders and will initiate a share buyback programme of the same size bringing the total remuneration to the shareholders in 2020 to DKK 100m.

Cash flow development in 2020 (DKK'000)

Cash flow development in 2019 (DKK'000)

Christoffer, Manager "IT people leading IT people is a cornerstone in Netcompany"

Governance

Environmental, Social and Governance

ESG key figures overview Unit Target 2021 Actual 2020 Target 2020 2019 2018 2017
Environment
CO2e, scope 1 (direct GHG emissions) Tons per FTE <0.08 0.06 <0.08 0.08 0.07 0.06
CO2e, scope 2 (indirect GHG emissions) Tons per FTE <0.21 0.12 <0.21 0.21 0.25 0.27
CO2e, scope 3 (other indirect GHG emissions) Tons per FTE <0.69 0.19 - 0.69 0.44 0.09
Energy consumption GJ per FTE <7.29 4.99 <7.29 7.29 8.21 8.25
Renewable Energy Share % 75 73.39 - 73.23 64.93 65.10
Water consumption m3 per FTE <4.61 3.28 <4.61 4.61 5.38 5.82
Social
Full-time employees incl. freelancers and contractors FTE - 2,768 - 2,293 1,861 1,256
Gender diversity f/m 20%/80% 18%/82% 20%/80% 19%/81% 19%/81% 17%/83%
Gender diversity for managers, principals and partners f/m 13%/87% 11%/89% 13%/87% 12%/88% 10%/90% 9%/91%
Sick leave % <3.5 3.1 <3.0 3.8 3.5 2.9
Employee satisfaction eNPS >35 42 >20 42 36 48
Customer satisfaction NPS >20 20 >20 22 26 11
Governance
Gender diversity - Board of Directors (BoD) f/m 40%/60% 40%/60% 20%/80% 20%/80% 17%/83% 0%/100%
Attendance at the BoD meetings % >97 100 >97 97 95 99
CEO Pay-Ratio times <1:19 1:18 - 1:17 1:12 1:06

Netcompany is helping customers implement new technologies to further digitalise their respective businesses and operations, which indirectly have a positive impact on the environment as these new solutions are significantly more efficient in relation to energy consumption than old legacy systems.

The impacts of these systems are difficult to measure, however, they do exist and contribute positively to an improved environment. In addition, Netcompany measures its direct impact on the environment as outlined here.

Netcompany has a strong focus on its employees to ensure that they are continually educated. We measure our employees satisfaction with working at Netcompany and can proudly report an eNPS of 42 across the Group. We have an equal pay policy meaning that women and men with equal experiences, competencies and performance receive the same salary.

Netcompany recognises that a diverse and inclusive workplace is imperative for securing and maintaining competitiveness in the market and securing better problem-solving abilities and innovation.

Raising the underrepresented gender in our Group is not easy given that Netcompany hires 80% of staff straight from educations where the same gender inequality is present.

Netcompany has chosen to disclose its statutory statement on corporate social responsibility, including diversity, cf. sections 99a, 99b and 107(d) of the Danish Financial Statements Act

However, we will aim to raise the number of female IT professionals relatively in Netcompany in 2021.

Netcompany has chosen to disclose its statutory statement on corporate social responsibility, including diversity, cf. sections 99a, 99b and 107(d) of the Danish Financial Statements Act, and our Communication on

Progress report to the UN Global Compact, which Netcompany joined in 2013, in the form of an ESG report.

This year's environmental KPI's are in many ways affected by COVID-19 and should be viewed in this context. Therefore, we have also chosen to maintain our environmental targets from 2020.

ESG report 2020 Read more about the ESG at Netcompany here:

www.netcompany.com/ int/About-us/ESG

Corporate Governance

Governance model

Netcompany has a two-tier management structure, which is comprised of the Board of Directors and the Executive Management. The Board of Directors, which is appointed by the shareholders, supervises the work of the Executive Management and is responsible for the overall and strategic management and proper organisation of the Company's activities, while the Executive Management is responsible for the Company's day-to-day management. The division of responsibility between the Board of Directors and the Executive Management is set out in the Rules of Procedures for the Board of Directors and Executive Management Instructions.

Shareholders and general meetings

Netcompany's shareholders exercise their rights at the general meeting. The general meeting adopts decisions, such as the election of Board members and the auditor, in accordance with applicable law.

Board of Directors and Executive Management

For the time being, the Board of Directors of Netcompany Group A/S currently consists of five members.

According to the Articles of Association, the Board of Directors must consist of at least three and not more than seven members elected at the general meeting. The Board of Directors appoints a Chairman and a Deputy Chairman among its members. Each member is elected for a oneyear term, and members may be re-elected. The Board of Directors meets at least five times a year and holds extraordinary meetings when required.

The composition of the Board of Directors is intended to ensure that the Board of Directors has a diverse competency profile enabling the Board of Directors to perform its duties in the best possible manner. All five members of the Board of Directors are considered independent under the "Recommendations on Corporate Governance".

During 2020, the Board of Directors conducted an evaluation of the Board of Directors and the individual members. As two of the Board members joined the Board in August, it was decided to base the evaluation on a questionnaire that the individual members of the Board of Directors had

The committees perform preparatory tasks and make recommendations to the Board of Directors, who in turn will take the final decision on subjects at hand

been asked to complete. The evaluation included among others effectiveness, performance, achievements and composition of the Board of Directors, including an evaluation of the performance of the individual members of the Board of Directors as well as the collaboration with the Executive Management. The evaluation showed a high degree of satisfaction among the members of the Board of Directors and Group Executive Management. In 2021, the Board evaluation will be carried out with external assistance.

A description of the individual board members, including their other executive positions and independence, can be found on page 35.

Board Committees

In order to support the Board of Directors in Netcompany Group A/S, Netcompany has established three board committees: Audit Committee, Remuneration Committee and Nomination Committee.

The committees perform preparatory tasks and make recommendations to the Board of Directors, who in turn will take the final decision on subjects at hand. The main tasks and duties for each committee are set out in separate committee charters. The charters are reviewed, and if deemed appropriate updated, and approved by the Board of Directors annually.

The members of the board committees, including the committee chairman, are appointed by the Board of Directors among its own members.

Audit Committee

The Audit Committee consists of three members of the Board of Directors, Åsa Riisberg (Chairman), Scanes Bentley and Juha Christensen and its purpose is to assist the Board of Directors with the oversight of among others, the financial and statutory audit matters. ESG reporting and internal control and risk management systems of the Netcompany Group. Further, the Audit Committee supervises the external auditor's independence and the procedure for election of an external auditor.

In 2020, the Audit Committee performed an audit tender and presented its proposal to elect EY as auditor for 2021 to the Board, which approved it and will present it at the general meeting in March for approval. The Audit Committee meets at least four times a year.

Remuneration Committee

The Remuneration Committee consists of two members of the Board of Directors, Juha Christensen (Chairman) and Bo Rygaard and its purpose is to assist the Board of Directors by preparing and presenting proposals and recommendations on matters related to the remuneration of the Company's Board of Directors and Executive Management.

The Remuneration Committee meets at least twice a year.

Nomination Committee

The Nomination Committee consists of two members of the Board of Directors, Juha Christensen (Chairman) and Bo Rygaard and its purpose is to assist the Board of Directors by preparing and presenting decision proposals and recommendations on matters related to the composition of the Company's Board of Directors and Executive Management, including the nomination of candidates and evaluate the composition of the Board of Directors and Executive Management.

The Nomination Committee meets at least twice a year.

Executive Management

The members of the Executive Management currently consist of André Rogaczewski (CEO), Claus Jørgensen (COO) and Thomas Johansen (CFO). Together, they form the management registered with the Danish Business Authority.

The Executive Management is responsible for the day-to-day management. The Board of Directors has laid down instructions for the work of the Executive Management, including the

As a listed company, Netcompany observes the Recommendations on Corporate Governance, which are based on the comply-or-explain principle

division of work between the Board of Directors and Executive Management.

The Board regularly discuss the performance of the Executive Management and the Chairman of the Board of Directors has regular meetings, where the cooperation between the Board of Directors and the Executive Management is discussed.

Recommendations on Corporate Governance

As a listed company, Netcompany observes the Recommendations on Corporate Governance, which are based on the comply-or-explain principle, which makes it legitimate for a company to explain why it does not comply with them. Netcompany fully complies with 47 out of the 47 recommendations.

According to the Danish Financial Statements Act section 107b, a statement on corporate governance for the financial year is prepared. This statement forms part of the Management's Review and can be viewed at:

https://www.netcompany.com/ int/Investor-Relations/Governance

Whistleblower

In 2017, Netcompany implemented a whistleblower system, where the purpose is to provide a possibility to report serious offences or suspected serious offences with full anonymity that may impact Netcompany Group as a whole or the life or health of an individual.

The whistleblower system allows persons related to Netcompany, such as employees, members of the Executive Management and Board of Directors, auditors, lawyers, suppliers and other business partners of Netcompany, to report serious offences or suspected serious offences.

The whistleblower system is an independent and autonomous channel and the independency is secured by using an external law firm (Plesner) to receive reports submitted. The law firm will forward any reports to the Chairman of the Board, who will investigate the matter promptly and take appropriate action.

In 2020, three incidents were submitted via the whistleblower system, and appropriate action was taken where applicable.

Whistleblower cases are taken very seriously, and we have enhanced the awareness of good conduct and that incidents can be reported through the whistleblower portal.

Executive Management

André Rogaczewski Co-founder and CEO

Nationality Danish Born (year) 1968

André Rogaczewski is a co-founder of Netcompany since 2000 and Chief Executive Officer. André is a board member of Berlingske Media A/S, Auction Group A/S, and PAYProff Systems A/S. He is also a member of the Danish Government's Disruption Council, non-executive board member of the Confederation of Danish Industries (DI), and chairman of its Digital Federation (DI Digital). André holds a M.Sc. Computer Science from Aalborg University.

Claus Jørgensen Co-founder and COO

Nationality Danish Born (year) 1967

Claus Jørgensen is a co-founder of Netcompany and Chief Operating Officer since 2000. He holds a M.Sc. Economics from the University of Southern Denmark.

Thomas Johansen Partner and CFO

Nationality Danish Born (year) 1970

Thomas Johansen is Partner and Chief Financial Officer in Netcompany, a position he has held since he joined the company in 2017. Thomas holds a M.Sc. Auditing and Business Economics, and several management degrees incl. an MBA from Rotterdam School of Management.

Board of Directors

(c) chairman, (vc) vice chairman, (m) board member

Bo Rygaard Chairman

First elected 20161
Term 2020
Born (year) 1965
Nationality Danish
Independent Yes

Board committee memberships Remuneration Committee, Nomination Committee

Executive positions

Executive officer in Margot og Thorvald Dreyers Fond, Bo Rygaard Consulting and NC ShareCo 4 ApS

Non-executive positions

Skamol A/S (c), Parken Sport & Entertainment A/S (c), Kavi Invest A/S (m), Margot og Thorvald Dreyers Fond (m), Tatin ApS (m), Ejendomsaktieselskabet Vest (m), Statens ejendomssalg A/S (vc), Fondenes Videnscenter (m), Krista og Viggo Petersens Fond (c), Marie & M.B. Richters Fond (m), KFI Erhvervsdrivende Fond (c), Ejendomsselskabet af 1.11.1979 ApS (m), Lalandia A/S (c), Lalandia Billund A/S (c), Accomodation Services A/S (c), EET A/S (c), ES North A/S (m).

Special competencies

Strategy, General business management and M&A

Educational background(s) M.Sc. Economics, Copenhagen Business School

Board meetings attended 7 out of 7

Committee meetings attended 7 out of 7

Juha Christen Christensen Vice Chairman

First elected 20162 Term 2020 Born (year) 1964 Nationality Danish Independent Yes

Board committee memberships Nomination Committee, Remuneration Committee, and Audit Committee

Executive positions CEO of Truly ApS

Non-executive positions Cloud Made Ltd (c), Star Glocal Consulting Inc (c), Bang & Olufsen A/S (c)

Special competencies Consulting, Technology market insight, Strategy and M&A

Educational background(s) Studied Business Administration, London Business School

Board meetings attended 7 out of 7

Committee meetings attended 9 out of 9

1 Bo Rygaard has been a member of the Board of Directors of NC TopCo A/S since November 2016 2 Juha Christensen has been a member of the Board of Directors of NC TopCo A/S since November 2016

Board of Directors

(c) chairman, (vc) vice chairman, (m) board member

Hege Skryseth

First elected 2020 Term 2020 Born (year) 1967 Nationality Norwegian Independent Yes

Board committee memberships None

Executive positions President of Kongsberg Digital and Executive Vice President of Kongsberg

Non-executive positions Tomra Systems ASA (m)

Special competencies

Hege has extensive strategic and commercial knowledge, general business management and governance. Further, Hege has deep knowledge about the Norwegian market.

Educational background(s)

Executive MBA, NHH Norwegian School of Economics & Business Administration, Norway. BA, Management, BI Norwegian School of Management, Norway

Board meetings attended 4 out of 4

First elected 2020 Term 2020 Born (year) 1974 Nationality Swedish Independent Yes

Board committee memberships

Audit Committee

Executive positions None

Non-executive positions

Bonnier News AB (m), Cinder Invest AB (m), Bonnier Capital AB (m), Dagens Nyheter AB (m), Women in Finance Foundation and SSE MSc Finance Advisory Board

Special competencies

Åsa has extensive knowledge and experience in accounting, financing, refinancing, M&A, private equity, and healthcare

Educational background(s)

MSc, Finance & Accounting and Finance, Stockholm School of Economics, Sweden. International Business, Hautes Etudes Commerciales HEC, France

Board meetings attended 4 out of 4

Committee meetings attended 3 out of 3

Scanes Bentley
First elected 2019
Term 2020
Born (year) 1957
Nationality British
Independent Yes

Board committee memberships Audit Committee

Executive positions

Managing Director, Scanes Bentley & Associates (own portfolio management company)

Non-executive positions Wealth Wizards Ltd (c), Twizzletwig Ltd (m), Northrow Ltd. (m)

Special competencies

Strategic and commercial knowledge, Technology market insight

Educational background(s) B.Sc., Political Science, University of Bristol

Board meetings attended 7 out of 7

Committee meetings attended 6 out of 6

Remuneration report

The Remuneration Policy of Netcompany aims to set market-based salary levels for the Board of Directors (BoD) as well as Executive Management (EM) with a clear link to the creation of long term shareholder value. The current remuneration packages were put in place in connection with the IPO in June 2018.

The current remuneration package consist of the elements shown on the right.

The overall remuneration structure

The overall remuneration level of the Board of Directors, proposed to the Annual General Meeting, is assessed to be in line with market practice of companies of similar market capitalisation and size to Netcompany.

Remuneration structure of the Board of Directors

The fees and fixed base salaries are unchanged in 2020 from what were reported in the prospectus forming the basis of the IPO on 7 June 2018.

There exists no model for the Board to achieve short term bonuses related to the financial performance of the Company, as well as the Board is not remunerated in shares.

Remuneration BoD EM Comments
Fixed fee / Fixed base salary
Fee for committee work Fee for Audit Committee, Remuneration Committee andNomination Committee work
Short Term Incentive Plan Up to 60% of fixed base salary against defined objectives andtarget
Long Term Incentive Plan Up to 80% of fixed base salary measured at the time of grant
Travel allowances andother expenses
Benefits Company car, phone etc. comprising up to 10% of fixed basesalary
Severance pay In accordance with the employment contract, the ExecutiveManagement cannot request a severance payment

Composition of the Board of Directors

Hege Skryseth and Åsa Riisberg joined the Board of Directors in August 2020. Pernille Fabricius (former Vice Chairman of the Board) retired from the Board of Directors in March 2020 and Robert Kuppens retired from the Board in August 2020.

Since 19 August 2020 the Board of Directors have consisted of Bo Rygaard (C), Juha Christensen (VC), Scanes Bentley, Hege Skryseth and Åsa Riisberg.

Remuneration report 2020 Read more about the audited Remuneration of Netcompany here:

www.netcompany.com/ int/Investor-Relations/ Governance

Annual Report 2020

Remuneration structure of the Executive Management

In line with the Remuneration Policy, the Board of Directors proposes the remuneration of the Executive Management for the coming year.

The remuneration model for Executive Management is set to reflect market-based remuneration for similar publicly traded companies in respect to growth, profitability, size and international reach. The total remuneration is constructed to be aligned with the long term objectives of the shareholders with Executive Management incentives.

The target salary for Executive Management assumes a full allocation of variable incentives, and will at full pay out of incentives be a total of 250% including the fixed base salary.

The STIP is based on targets ensuring focus on day-to-day operations, while LTIP grants are tied to targets in line with the long term strategy of Netcompany.

Executive Management remuneration

structure (based on full allocation)

5 year key figures (DKK'000) 2020 2019 2018 2017 20161
Remuneration of Board of Directors
Bo Rygaard, Chairman 1,051 661 438 437 23
Juha Christensen, Vice Chairman 763 624 502 336 23
Scanes Bentley 489 394 - - -
Hege Skryseth 128 - - - -
Åsa Riisberg 199 - - - -
Robbert Kuppens2 296 168 - - -
Pernille Fabricius2 179 855 546 89 -
Pekka Ala-Pietilä2 - 730 1,057 525 -
Thomas Broe-Andersen2 - 0 0 0 0
Carsten Gomard2 - 637 1,000 333 -
Nicholas Hjorth2 - - - - 0
Lars Denkov2 - - - - 0
Remuneration of Executive Management3
André Rogaczewski, CEO 10,475 10,267 7,575 3,082 3,082
Claus Jørgensen, COO 10,475 10,267 7,575 3,082 3,082
Thomas Johansen, CFO 5,823 5,707 5,636 1,498 -
Carsten Gomard4 - - - 2,095 3,078
Financial Measures, Netcompany Group
Revenue 2,838,590 2,453,853 2,053,216 1,416,085 899,593
Organic Revenue 2,812,433 2,416,493 1,777,506 1,232,044 887,860
Adjusted EBITA margin 26.2% 25.2% 25.0% 28.4% 27.6%
Average FTEs in Group 2,768 2,293 1,861 1,256 877
Average pay for company employees5 561 533 510 543 483
CEO Pay-ratio 1:18 1:17 1:12 1:06 1:06

The Group was established on 1 February 2016; prior to this date Netcompany only consisted of Netcompany A/S. To allow for a meaningful comparison between the fullyear number, the key figures of 2016 show the consolidation between the 11-months reported figures in NC TopCo A/S and the one month of January 2016 reported in Netcompany A/S, which in total, comprise the Group. Please refer to the Prospectus for further information.

2 Retired from the Board of Directors

3 In addition, the Executive Management are entitled to spend up to 10% of their fixed base salary on a company car.

4 Retired from the Executive Management

5 Average pay excluding Board of Directors and Executive Management

Risk Management

Risk management is anchored locally under the guidelines and methodology set out by the Board of Directors.

Risk management has always been an integral part of doing business in Netcompany. Whether it be entering new business lines, onboarding new customers, embracing new technologies or ensuring new employees understand and adhere to the Group´s risk management, the philosophy has always been to anchor responsibility locally with the operational units based on methodology and processes defined centrally.

With expansion into new business segments and with increased business complexity the natural inherent risk in the Group has increased during the past years. Entering into multi-year development contracts, running mission-critical infrastructure and expanding coverage to new countries, naturally increases the need for a more comprehensive risk management framework.

Netcompany continuously improves the risk management framework with the aim of strengthening management of risks across the Group.

Risk Management framework

The overall process for the risk reporting can be illustrated as below:

Loss ofexisting clients Not able to attractand retain talent Unable to generatenew business Cyperattack General dataprotection regulation
Lack of quality in deliveries
Competitive landscape
Market changes/global economic trends
Hacking/cybercrime
Complex contract regimes
Mitigating actions

The framework consists of a Risk Governance structure, defining the overall roles and mandates across Netcompany.

Each quarter, the main risks and accompanying mitigating actions are presented to the Audit Committee and Board of Directors, who discuss the overall risk level for the Group and ensures that Executive Management implements mitigating actions, if required, and continuously oversees the net risk exposure to the Group.

The number of main risks within the Group, assessed quarterly by the Audit Committee, vary but is generally between 25 and 35. These Risks all fall within the main areas as described above.

The following pages gives an overview of Netcompany's key risks, including root causes and mitigation actions taken throughout the Group in 2020.

Loss of existing clients

Root cause

More than 90% of Netcompany's business is generated from existing customers at the beginning of the year. Maintaining the current level of repeat customer revenue is thus a prerequisite for the continued growth of Netcompany.

Risk

Failing to meet the target of being "on time, on budget and in scope" may lead to loss of reputation in the marketplace hindering Netcompany's ability to generate new business.

Inability to answer tenders and business requests due to resource constraints may lead to a perception in the market that Netcompany is not able to deliver on the committed obligations.

Mitigating actions

Ensuring that projects are monitored and assessed on an ongoing basis so that potential issues and problems are identified before they escalate.

Continued allocation of sufficient time for senior staff to conduct "business development" and allowing time to be used for answering tenders and business requests to ensure that a healthy pipeline is maintained at all times.

Not able to attract and retain talent

Root cause

Netcompany is built on talent and as an IT services company, future growth is directly linked to the ability to continuously attract, develop and retain talent.

Failure to continue to grow the employee base will limit the growth opportunities.

Further, the progression of newly hired consultants to become managers, principals and eventually partners represents an equally high risk, as the continued development of the hierarchy is also a prerequisite for future growth.

Risk

Losing the close relationship with universities and other institutions may lead to a less favourable perception of Netcompany among graduates, thereby reducing the applicant pool for new hires.

A discontinuation of the Netcompany Academy may lead to fewer new applicants wanting to apply as career progression would be perceived as limited.

Further, the lack of ongoing development of talented people may lead to loss of more experienced consultants, which in turn will have a negative impact on Netcompany's ability to hire new graduates, as the senior consultant and manager level in the career pyramid is crucial for continued growth.

Mitigating actions

Continued building and maintaining relationships with leading universities in all countries where Netcompany is represented.

Continued funding for the Netcompany Academy. In case of potential short term declines in revenues, the Academy will be one of the last resorts for spending cuts as it is a key pillar for continued growth.

Established presence in other countries with large pools of available relevant IT professionals like in Poland and Vietnam.

Unable to generate new business

Root cause

While Netcompany has a high degree of repeat customers generating a solid foundation for its annual revenues, the continued successful addition of new customers is also an important growth factor. New customers in new segments and new markets are an integral part of Netcompany's growth strategy.

Risk

Failing to meet the target of being "on time, on budget and in scope" may lead to loss of reputation in the marketplace hindering Netcompany's ability to generate new business.

Inability to answer tenders and business requests due to resource constraints may lead to a perception in the market that Netcompany is not able to deliver on the committed obligations.

Mitigating actions

Ensuring that projects are monitored and assessed on an ongoing basis so that potential issues and problems are identified before they escalate.

Continued allocation of sufficient time for senior staff to conduct "business development" and allowing time to be used for answering tenders and business requests to ensure that a healthy pipeline is maintained at all time.

Root cause

As Netcompany is hosting solutions for customers, cyberattacks will always be a potential risk, which Netcompany has the responsibility to ensure adequate protection against. The customer base and the types of services delivered are rising in criticality and exposure, which may lead to an increase in the risk of cyberattacks.

Risk

Cyberattacks, including unauthorised access to network and data, could potentially damage the reputational image.

System down time also includes attacks due to a breach or leak at the external supplier. Unexpected down time for a system could result in data breach, loss of customers and increased costs for Netcompany and its customers.

Mitigating actions

Netcompany has various controls implemented to handle both internal and external risks, including storage platforms with georedundant mirroring capabilities as well as established backup procedures for internal system failure.

External suppliers to Netcompany are obliged to deliver an ISAE 3402 Type II audit statement to Netcompany annually to ensure compliance for the external suppliers.

Netcompany continuously access the level of security in both its solutions and internal IT environments.

protection regulation

Root cause

The general data protection regulation (GDPR) was implemented in May 2018 with the purpose of protecting EU citizens' privacy. The regulation sets forth the requirements for processing personal data.

Netcompany provides IT solutions to both private and public customers, which involves personal and sensitive data.

Risk

Netcompany must at all times be compliant with all requirements, and it is crucial that no information leak or breach can occur.

If Netcompany is unable to demonstrate compliance with GDPR or in the unlikely event, that there is a breach of personal data, Netcompany could potentially be fined and will suffer reputational damage.

Mitigating actions

At the beginning of 2018, Netcompany implemented and communicated an internal data privacy policy including methodology framework. Furthermore, security policies including security technology, to ensure effective protection, has been implemented.

In 2020, Netcompany adopted a data ethics policy to further ensure the interface of handling all data in all matters.

Shareholder information

The share

Netcompany shares were priced at DKK 622.5 (DKK 317) per share at 31 December 2020, equal to a market capitalisation of DKK 31,125m (DKK 15,850m). The share price increased by 96.4% during 2020. By comparison, the Nasdaq Copenhagen blue chip index (OMXC25 CAP), of which Netcompany in 2020 became a member, increased by 33.7%, while the index for large-sized companies (OMXC Large Cap) increased by 29.4%.

Share capital

Netcompany´s share capital is DKK 50m divided into 50 million shares.

Netcompany holds a total of 899,813 treasury shares equivalent to 1.8% of the share capital. The treasury shares are used to remunerate Partners & Principals through the Long Term Incentive Plan or in connection with M&A transactions where applicable. Additional information on the holdings of Netcompany shares and restricted stock units by members of the Board of Directors and Executive Management Board is disclosed in the Remuneration report and in note 7 of the financial statements.

Netcompany share price development 2020

Increase of share capital

In the period until 21 May 2023, the Board of Directors is authorised to increase the company's share capital without pre-emption rights for the company's existing shareholders by up to a nominal amount of DKK 10m. However, the Board of Directors may not exercise this authorisation for an amount higher than 20% of the

outstanding share capital at the time of exercise of the authorisation. The capital increase shall take place at market price and shall be effected by cash payment, by contribution in kind or by debt conversion.

In the period until 21 May 2023, the Board of Directors is also authorised to increase the company's share

capital with pre-emption rights for the company's existing shareholders by up to a nominal amount of DKK 5m.

However, the Board of Directors may not exercise this authorisation for an amount higher than 10% of the outstanding share capital at the time of exercise of the authorisation. The capital increase may take place at a subscription price set by

Shareholder structure by geography

Shareholder structure by category

Other funds Other

the Board of Directors, including a potential favourable price. Any new shares shall have the same rights as the existing shares of the company.

Shareholder structure

At 31 December 2020, Netcompany had more than 8,750 (4,300) registered shareholders. Around 60% (58%) of the registered share capital was held by shareholders based outside Denmark and around 10% (10%) of the company's share capital was held by the company's Executive Management.

Netcompany estimates that Danish and foreign funds and institutional investors held some 63% of the company's shares. In pursuance of section 55 of the Danish Companies Act the following investors have reported holding by more than 5% of Netcompany's share capital at 31 December 2020: • AC NC Holding ApS: 10.30%

• The Capital Group Companies: 5.26%

Share-based incentive schemes/ restricted stock units

In total, 332,409 (235,668) RSUs were issued at 31 December 2020, of which 104,403 (78,242) were granted to Executive Management and 228,006 (157,426) were granted to Other Key Management Personnel and other employees. The fair value of the RSUs at grant was DKK 78.1m (DKK 44.1). The cost related hereto is expensed

over the vesting period. A total amount of DKK 24.8m (DKK 13.9m) was recognised as staff costs in the income statement in 2020.

Contingent purchase price/ restricted stock units

In connection with the acquisition of 100% of the shares of QDelft B.V. (now Netcompany Netherlands) in 2019, a total of 378,153 RSUs have been granted, which will vest in February 2023. Further 351,703 RSUs will be granted and vest in February 2023 depending performance in the period 2020-2022.

Dividends and share buyback

For 2020, Netcompany will redistribute DKK 100m in cash to its shareholders by means of dividends of DKK 50m and the introduction of a share buyback programme of DKK 50m to be executed in the period between the approval at the Annual General Meeting and 30 June 2021.

The ex-dividend date for trading of shares is 10 March 2021. Dividends are expected to be paid 15 March 2021.

Share related keys figures (unit) 2020 2019 2018
Share price
Price at year-end (DKK) 623 317 220
Price high (DKK) 628 320 265
Price low (DKK) 208 199 180
Market value at year-end (DKKm) 31,125 15,850 11,000
No. of shares at year-end (m) 50 50 50
No. of circulating shares at year-end (m) 49.1 49.1 49.7
Shareholder return at year-end
Share price change (%) 96.4 44.1 22.2
Total shareholder return (%) 96.4 44.1 22.2
Share valuation at year-end
Equity per share (DKK) 48.6 41.4 36.1
Price/book value (times) 12.8 7.7 6.1

For 2021, Netcompany aims to redistribute up to 50% of its free cash flow for the year given that leverage is at 0.5 or below.

Investor relations

Netcompany seeks full transparency and an open dialogue with all investors and analysts about the company's business and financial performance. Netcompany aims to ensure equal, timely and adequate information for all investors by publishing all information on Netcompanys homepage, where users can subscribe to Netcompany's announcement service.

https://www.netcompany.com/ int/Investor-Relations/ Announcements

At 31 December 2020, Netcompany had more than 8,750 registered shareholders

Financial calendar 2021

25 January 2021 Deadline for shareholders to submitproposals for the agenda of the AnnualGeneral Meeting 2021
28 January 2021 Annual Report for the financial year 2020
9 March 2021 Annual General Meeting 2021
6 May 2021 Interim report for the first 3 months of 2021
18 August 2021 Interim report for the first 6 months of 2021
4 November 2021 Interim report for the first 9 months of 2021

Share data

Stock exchange Nasdaq Copenhagen A/S
Index OMXC25
Sector Technology
ISIN code DK0060952919
Short code NETC
Share capital DKK 50.000.000
Nominal size DKK 1
Number of shares No. 50.000.000
Restriction invoting rights No

Dan, Senior Data Specialist "Sharing knowledge and helping colleagues across teams and locations has always been key to our success at Netcompany"

Financial statements

Financial statements

Statement of comprehensive income 48
Statement of financial position 49
Statement of changes in equity 50
Cash flow statement 51
Parent Company financial statements 93
Management statement 107
Independent auditor's report 108

Content Notes to the consolidated financial statements

Note 1 Accounting policies 53
Note 2 Effect of the change in accounting policies 55
Section 2: Results for the year
Note 3 Segment information 57
Note 4 Cost of services 61
Note 5 Sales and marketing costs 61
Note 6 Administrative costs 62
Note 7 Staff costs and remuneration 62
Note 8 Special items 65
Note 9 Depreciation and amortisation 65
Note 10 Financial income and expenses 66
Note 11 Tax 67
Note 12 Income statement classified by function 69

Section 3: Invested capital

Note 13 Intangible assets 71
Note 14 Business Combinations 74
Note 15 Property, plant and equipment 76
Note 16 Investment in joint venture 78

Section 1: Basis of preparation Section 4: Working capital & Capital structure

Note 17 Trade receivables 80
Note 18 Contract work in progress 81
Note 19 Cash and cash equivalents 83
Note 20 Share capital 83
Note 21 Earnings per share 84
Note 22 Borrowings 84
Note 23 Other payables 85
Note 24 Provisions 85
Note 25 Working capital changes 86
Note 26 Financial risks and financial instruments 86
Note 27 Financial instruments - maturity analysis 88

Section 5: Other disclosures

Note 28 Fee to the Group auditor 90
Note 29 Related parties 90
Note 30 Collateral provided and contingent liabilities 92
Note 31 Adoption of the Annual Report for publication92
Note 32 Events after the balance sheet date 92

Statement of comprehensive income for the Group for 2020

DKK'000 Notes 2020 2019
Revenue 3 2,838,590 2,453,853
Cost of services 4 -1,683,372 -1,458,102
Gross profit 1,155,218 995,751
Sales and marketing costs 5 -17,104 -11,742
Administrative costs 6 -393,741 -366,658
Special items 8 -3 -4,398
EBITA (non-IFRS) 744,371 612,954
Amortisation 9 -99,426 -101,674
Operating profit (EBIT) 644,945 511,280
Financial income 10 19,347 39,930
Financial expenses 10 -66,306 -53,954
Fair value adjustment of contingent consideration 14 -141,268 0
Income / loss from investment in joint venture 16 -5,035 0
Profit before tax 451,683 497,256
Tax on profit for the year 11 -129,766 -108,786
Profit for the year 321,918 388,470
Earnings per share (DKK) 21 6.56 7.90
Diluted earnings per share (DKK) 21 6.52 7.88
Other comprehensive income Items that may be reclassified subsequently to profit or loss:
Exchange rate adjustments on translating
foreign subsidiaries 10,250 -11,928
Other comprehensive income / loss 10,250 -11,928
Comprehensive income for the year 332,168 376,542

There are no non-controlling interests as all Group entities are fully owned by the Group.

Statement of financial position of the Group at 31 December 2020

DKK'000 Notes 2020 2019
Goodwill 13, 14 2,264,065 2,264,065
Other intangible assets 13, 14 187,069 286,495
Intangible assets 2,451,134 2,550,560
Leasehold improvements 15 14,245 11,023
Equipment 15 32,120 34,351
Right of use assets 15 88,956 100,850
Property, plant and equipment 135,321 146,223
Investment in joint venture 16 69,965 0
Other receivables 18,482 15,980
Deferred tax 11 8,842 3,526
Financial assets 97,290 19,506
Non-current assets 2,683,745 2,716,290
Trade receivables 17 458,774 531,402
Receivables from joint venture 8,260 0
Contract work in progress 18 476,603 319,354
Other receivables 5,868 422
Prepayments 47,176 27,759
Receivables 996,682 878,938
Cash 19 358,996 132,350
Current assets 1,355,678 1,011,288
Assets 4,039,423 3,727,577
DKK'000 Notes 2020 2019
Share capital 20 50,000 50,000
Treasury shares -175,000 -175,000
Share-based remuneration 42,478 17,724
Exchange rate adjustments on translating
foreign subsidiaries -3,793 -14,044
Retained earnings 2,514,936 2,193,018
Equity 2,428,621 2,071,699
Borrowings 22 760,556 958,642
Leasing 57,377 64,621
Other payables 23 173,207 31,140
Deferred tax liability 11 66,037 73,341
Non-current liabilities 1,057,177 1,127,745
Leasing 35,392 39,359
Prebilled invoices 18 41,747 51,016
Trade payables 39,875 44,055
Other payables 23 393,944 363,274
Provisions 24 0 3,525
Income tax payable 11 42,667 26,905
Current liabilities 553,625 528,135
Liabilities 1,610,802 1,655,879

Statement of changes in equity for the Group for 2020

Exchange rate
DKK'000 Sharecapital Treasuryshares Share-basedremuneration adjustments ontranslating foreignsubsidiaries Retained earnings Total
Equity at 1 January 2020 50,000 -175,000 17,724 -14,044 2,193,018 2,071,699
Share-based remuneration for the year (note 7) 0 0 24,754 0 0 24,754
Profit for the year 0 0 0 0 321,918 321,918
Other comprehensive income / loss for the year 0 0 0 10,250 0 10,250
Equity at 31 December 2020 50,000 -175,000 42,478 -3,793 2,514,936 2,428,621
Exchange rateadjustments on
DKK'000 Sharecapital Treasuryshares Share-basedremuneration translating foreignsubsidiaries Retainedearnings Total
Equity at 1 January 2019 50,000 0 3,818 -2,116 1,754,548 1,806,251
Treasury shares acquired in the year (note 20) 0 -175,000 0 0 50,000 -125,000
Share-based remuneration for the year (note 7) 0 0 13,906 0 0 13,906
Profit for the year 0 0 0 0 388,470 388,470
Other comprehensive income / loss for the year 0 0 0 -11,928 0 -11,928
Equity at 31 December 2019 50,000 -175,000 17,724 -14,044 2,193,018 2,071,699

Cash flow statement for the Group for 2020

DKK'000 Notes 2020 2019
Operating profit (EBIT) 644,945 511,280
Depreciation and amortisation 9 164,431 157,946
Non-cash 17,596 19,160
Working capital changes 25 -103,248 -86,706
723,724 601,679
Income taxes paid -126,163 -115,669
Financial income received 2,533 3,816
Financial expenses paid -19,220 -29,497
Cash flows from operating activities 580,873 460,329
Net cash outflow on acquisition of subsidiaries 14 0 -37,325
Cash and cash equivalents at acquisition date
of subsidiaries 14 0 -8,519
Investment in joint venture 16 -75,000 0
Acquisition of property, plant and equipment -23,869 -24,578
Other receivables (deposits) -2,779 -2,880
Cash flows from investing activities -101,649 -73,302
Payments of share buyback 0 -175,000
Proceeds from borrowings 0 75,000
Repayment of borrowings -200,000 -225,000
Repayment of leasing debt -45,652 -38,414
Cash flows from financing activities -245,652 -363,414
Increase in cash and cash equivalents 233,573 23,612
Cash and cash equivalents at 1 January 132,350 107,666
Effect of exchange rate changes on the
balance of cash held in foreign currencies -6,927 1,072
Cash and cash equivalents at 31 December 19 358,996 132,350
Reconciliation of liabilities arising fromfinancing activities (DKK'000) Borrowings(note 22) Leasing Total
Opening balance 1 January 2020 958,642 103,981 1,062,622
Repayments -200,000 -45,652 -245,652
Leasing (non-cash) 0 34,441 34,441
Amortisation of loan costs (non-cash) 1,914 0 1,914
Closing balance 31 December 2020 760,556 92,769 853,325
Reconciliation of liabilities arising fromfinancing activities (DKK'000) Borrowings(note 22) Leasing Total
Opening balance 1 January 2019 1,105,780 83,474 1,189,254
Proceeds from borrowings 75,000 0 75,000
Repayments -225,000 -38,414 -263,414
Acquired entities (non-cash) 0 9,777 9,777
Leasing (non-cash) 0 49,144 49,144
Amortisation of loan costs (non-cash) 2,862 0 2,862
Closing balance 31 December 2019 958,642 103,981 1,062,622

Section 1

Basis of preparation

This section introduces the Group's accounting policies and significant judgements, estimates and assumptions and any effect of changes within. Netcompany aims to provide transparency on disclosed amounts and describes accounting policy and significant judgements, estimates and assumptions where relevant. A detailed specification of the Group's accounting policies is presented in relevant notes.

Note 1 Accounting policies 53
Note 2 Effect of the change in accounting policies 55

Photo:

Montalti Anna Laura

Accounting policies

Netcompany Group A/S presents the financial statements in accordance with the International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for financial statements applicable to the 2020 financial year.

Netcompany Group A/S is an entity with its registered office in Denmark.

The financial statements are presented in DKK, which is considered the functional currency of the Group's and the Parent's activities.

Totals in the financial statements have been calculated on the basis of actual amounts in accordance with the correct mathematical method. A recalculation of totals may in some cases result in rounding differences caused by the underlying decimals not disclosed to the reader.

Consolidated financial statements

The consolidated financial statements comprise Netcompany Group A/S (Parent) and the entities (subsidiaries) that are controlled by the Parent. Control is achieved when the Parent is exposed, or has rights, to variable returns from its involvement with an

entity and has the ability to use its power over the entity to affect those returns.

Consolidation principles

The consolidated financial statements are prepared on the basis of the financial statements of Netcompany Group A/S and its subsidiaries. The consolidated financial statements are prepared by adding together financial statement items of a uniform nature. The financial statements used for consolidation have been prepared applying the Group's accounting policies.

On consolidation, intra-group income and expenses, intra-group accounts and dividends as well as profits and losses on transactions between the consolidated entities are eliminated.

Subsidiaries' financial statement items are recognised in full in the consolidated financial statements. Netcompany Netherlands B.V. is recognised from 13 May 2019, when the Group acquired full control of the entity.

Foreign currency translation

On initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction date. Receivables, payables and other

monetary items denominated in foreign currencies that have not been settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange differences that arise between the rate at the transaction date and the one in effect at the payment date or the rate at the balance sheet date are recognised in the income statement as financial income or financial expenses. Property, plant and equipment, intangible assets, and other non-monetary assets that have been purchased in foreign currencies are translated using historical rates.

When subsidiaries, which prepare their financial statements in a functional currency different from DKK are consolidated into the consolidated financial statements, the items of the income statement are translated at the average exchange rates. Exchange differences arising out of the translation of foreign subsidiaries' balance sheet items at the beginning of the year using the balance sheet date exchange rates as well as out of the translation of income statements from average rates to the exchange rates at the balance sheet date are recognised in other comprehensive income.

Revenue recognition

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties.

The Group's primary service offerings include information technology consulting services and operations solutions. Consulting services are generally provided on either a time-and-material basis or on a fixed-price contract basis. Revenue from time-and-material contracts is recognised as hours are delivered and direct expenses are incurred. Revenue from fixed-price contracts is recognised under the percentage-of- completion method, whereby revenue is recognised based on hours incurred to date as a percentage of the total estimated costs of hours to fulfil the contract.

Revenue from operations solutions is recognised in the period the solutions are provided, which will either be based on output measures or using the straight-line method over the term of the contracts.

Cash flow statement

The cash flow statement shows cash flows from operating, investing and

Accounting policies (continued)

financing activities as well as cash and cash equivalents at the beginning and the end of the financial year.

Cash flows from operating activities are presented using the indirect method and calculated as the operating profit adjusted for non-cash operating items, working capital changes as well as financial income received and financial expenses and income taxes paid.

Cash flows from investing activities comprise payments in connection with acquisition of subsidiaries and joint ventures, activities and fixed asset investments and proceeds from the sale of property, plant and equipment. In the parent financial statements, investing activities also include receipt of dividends from subsidiaries.

Cash flows from financing activities comprise cash from changes in the size or composition of the Group's share capital and related costs as well as the raising of loans, instalments on interest bearing debt, payments relating to leasing obligations and dividend payments to shareholders.

Cash and cash equivalents comprise cash.

For a detailed specification of the Group's accounting policies, please see relevant notes in the consolidated financial statements.

Significant judgements, estimates and assumptions

When applying the accounting policies, Management has to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that cannot be directly derived from other sources. Such estimates and assumptions are based on historical experience and other relevant factors that are believed to be reasonable under the circumstances. The actual results may deviate from these estimates under different assumptions or conditions.

Estimates and the underlying assumptions are reassessed on a regular basis.

Any changes in the accounting estimates are recognised in the accounting period in which the change was made as well as in future accounting periods if the change affects the period in which it was made as well as subsequent accounting periods.

In the financial statements for 2020, it is particularly important to note the following judgements, estimates and assumptions. These are described in further detail adjacent to the relevant disclosed notes:

Judgements

  • Special items (note 8)
  • Investment in joint venture (note 16)

Estimates and assumptions

  • Impairment (note 13)
  • Business Combinations (note 14)
  • Contract work in progress (note 18)
  • Other payables (note 23)
  • Provisions (note 24)

Effect of the change in accounting policies NOTE 2

Netcompany Group has adopted relevant new or amended standards (IFRS) and interpretation (IFRIC) as adopted by the EU and which are effective for the financial year 1 January – 31 December 2020. Netcompany Group has assessed that the new or amended standards and interpretations have not had any material impact on Netcompany Group's Annual Report in 2020.

At the date of authorisation of these financial statements, the Group has assessed the new and revised IFRS Standards that have been issued but are not yet effective. Based on the current business setup and level of activities, none of the new standards or interpretations are expected to have a material impact on Netcompany Group's Annual Report.

As of 1 January 2019, Netcompany adopted the interpretation IFRIC 23, which clarifies the accounting treatment for uncertainties in income taxes within the scope of IAS 12" Income taxes". The application of IFRIC 23 had no effect on Netcompany's consolidated financial statements.

Results for the year

This section covers notes related to the performance for the financial year, including segment information showing operating entities revenue and EBITA-margin, which are two of Netcompany's key performance measures.

Note 3 Segment information 57
Note 4 Cost of services 61
Note 5 Sales and marketing costs 61
Note 6 Administrative costs 62
Note 7 Staff costs and remuneration 62
Note 8 Special items 65
Note 9 Depreciation and amortisation 65
Note 10 Financial income and expenses 66
Note 11 Tax 67
Note 12 Income statement classified by function 69

Organic EBITA (non-IFRS) (DKKm)

Consolidated Financial Statements Results for the year 56

Segment information

Business segments have been identified as operating segments which are consistent with the internal reporting to Executive Management and the Board of Directors.

Netcompany considers Executive Management to be the operating decision making body, as all significant decisions regarding business development are taken in that forum.

Netcompany strategic business areas consists of public and private. The public business area covers public authorities or companies acting as a public company. The private business area covers all other types of customers.

Netcompany is geographically represented in Denmark, Norway, UK, Netherlands, Poland & Vietnam.

Segment information (continued)

Public Private Total Public Private Total
Revenue types (DKK'000) 2020 2020 2020 2019 2019 2019
Development 919,519 597,437 1,516,956 737,782 519,960 1,257,743
Maintenance 858,204 463,429 1,321,633 717,761 478,350 1,196,111
Revenue by type, total 1,777,723 1,060,866 2,838,590 1,455,543 998,311 2,453,853
Public Private Total Public Private Total
Business segments (DKK'000) 2020 2020 2020 2019 2019 2019
Revenue 1,777,723 1,060,866 2,838,590 1,455,543 998,311 2,453,853
Cost of services -1,102,627 -580,745 -1,683,372 -907,779 -550,323 -1,458,102
Gross profit 675,097 480,121 1,155,218 547,764 447,988 995,751
Sales and marketing costs -11,236 -5,868 -17,104 -7,818 -3,923 -11,742
Administrative costs -258,785 -134,956 -393,741 -236,323 -130,335 -366,658
Adjusted EBITA (non-IFRS) 405,076 339,298 744,374 303,623 313,729 617,352
Adjusted EBITA margin (non-IFRS) 22.8% 32.0% 26.2% 20.9% 31.4% 25.2%
Special items -2 -1 -3 -2,684 -1,713 -4,398
EBITA (non-IFRS) 405,074 339,297 744,371 300,939 312,016 612,954
EBITA margin (non-IFRS) 22.8% 32.% 26.2% 20.7% 31.3% 25.0%
Amortisation -65,047 -34,379 -99,426 -62,805 -38,869 -101,674
Operating profit 340,027 304,917 644,945 238,134 273,147 511,280
Operating profit margin 19.1% 28.7% 22.7% 16.4% 27.4% 20.8%

Segment information (continued)

Segment information relatedto operating entities (DKK'000) Denmark2020 Norway2020 UnitedKingdom2020 Netherlands2020 Total2020
Revenue from external customers 2,199,865 199,778 340,315 98,632 2,838,590
EBITA, operating entities (non-IFRS) 706,183 11,988 9,377 16,823 744,371
United
Segment information relatedto geographical areas (DKK'000) Denmark2020 Norway2020 Kingdom2020 Netherlands2020 Poland2020 Vietnam2020 Subtotal2020 Elimination2020 Total2020
Revenue from external customers 2,199,865 199,778 340,315 98,632 0 0 2,838,590 0 2,838,590
Revenue from internal sales 101,769 12,346 3,121 4 141,795 31,480 290,516 -290,516 0
Revenue, legal entities 2,301,634 212,124 343,436 98,636 141,795 31,480 3,129,106 -290,516 2,838,590
Internal cost allocation -201,025 -22,178 -49,207 -11,636 -4,219 -2,288 -290,553 290,553 0
Other costs -1,389,385 -175,197 -304,916 -73,663 -124,691 -26,330 -2,094,182 -37 -2,094,219
EBITA, legal entities (non-IFRS) 711,224 14,750 -10,687 13,337 12,885 2,862 744,371 0 744,371
Non-current assets Denmark2020 Norway2020 UnitedKingdom2020 Netherlands2020 Poland2020 Vietnam2020 Total2020 Othernon-currentassets2020 Reconciledto financialstatements2020
Intangible assets 1,901,951 144,009 242,751 162,423 0 0 2,451,134 0 2,451,134
Tangible assets 71,651 691 15,370 15,911 21,507 10,191 135,321 0 135,321
Financial assets 84,636 0 868 0 1,887 1,057 88,447 8,842 97,290
Total 2,058,238 144,700 258,989 178,334 23,394 11,248 2,674,902 8,842 2,683,745

Segment information (continued)

Segment information relatedto operating entities (DKK'000) Denmark2019 Norway2019 UnitedKingdom2019 Netherlands2019 Total2019
Revenue from external customers 1,818,811 198,396 399,286 37,360 2,453,853
EBITA, operating entities (non-IFRS) 541,145 31,306 47,053 -6,549 612,954
United
Segment information related Denmark Norway Kingdom Netherlands Poland Vietnam Subtotal Elimination Total
to geographical areas (DKK'000) 2019 2019 2019 2019 2019 2019 2019 2019 2019
Revenue from external customers 1,818,811 198,396 399,286 37,360 0 0 2,453,853 0 2,453,853
Revenue from internal sales 73,495 2,107 0 0 122,610 27,840 226,051 -226,051 0
Revenue, legal entities 1,892,306 200,503 399,286 37,360 122,610 27,840 2,679,904 -226,051 2,453,853
Internal cost allocation -152,905 -13,348 -50,176 -3,711 -4,050 -1,963 -226,154 226,154 0
Other costs -1,184,484 -159,813 -323,060 -41,847 -108,245 -23,346 -1,840,797 -103 -1,840,899
EBITA, legal entities (non-IFRS) 554,917 27,341 26,049 -8,198 10,314 2,530 612,954 0 612,954
Denmark Norway UnitedKingdom Netherlands Poland Vietnam Total Othernon-currentassets Reconciledto financialstatements
Non-current assets 2019 2019 2019 2019 2019 2019 2019 2019 2019
Intangible assets 1,964,776 153,021 267,053 165,711 0 0 2,550,560 0 2,550,560
Tangible assets 84,049 1,120 19,136 18,418 8,393 15,107 146,223 0 146,223
Financial assets 13,122 0 741 0 904 1,213 15,980 3,526 19,506
Total 2,061,947 154,141 286,930 184,129 9,297 16,321 2,712,764 3,526 2,716,290

NOTE 4 NOTE 5

DKK'000 2020 2019
Project costs 255,491 341,354
Staff costs (note 7) 1,412,104 1,103,599
Depreciation (note 9) 15,777 13,149
Total cost of services 1,683,372 1,458,102

Cost of services Sales and marketing costs

DKK'000 2020 2019
Sales and marketing costs 12,826 9,028
Staff costs (note 7) 4,278 2,714
Total sales and marketing costs 17,104 11,742

Accounting principles

Project costs comprise external consultants/freelancers, subscriptions etc. Staff costs comprise wages and salaries for consultants incurred to achieve revenue. Depreciation comprises of depreciation relating to

non-current assets used for projects that are directly incurred to achieve revenue for the year.

Costs of services are expensed as the projects progress.

Accounting principles

Sales and marketing costs comprise expenses incurred for sale of the Group's projects. Staff costs comprise of wages and salaries for sales staff. In addition, sales and marketing costs comprise advertising costs, travelling and entertainment expenses, etc.

NOTE 6 NOTE 7

DKK'000 2020 2019
Administrative costs 179,992 181,372
Staff costs (note 7) 164,520 142,164
Depreciation (note 9) 49,228 43,122
Total administrative costs 393,741 366,658

Administrative costs Staff costs and remuneration

DKK'000 2020 2019
Salaries and wages 1,498,315 1,181,535
Pension contributions 14,840 10,024
Other social security costs 53,066 42,983
Other staff costs 14,680 13,935
Total staff costs 1,580,902 1,248,477
Presented as follows in income statement:
Costs of services 1,412,104 1,103,599
Sales and marketing costs 4,278 2,714
Administrative costs 164,520 142,164
Total staff costs 1,580,902 1,248,477
Average number of employees 2,768 2,293

Accounting principles

Staff costs comprise salaries and wages including the value of sharebased incentive programmes and cash bonus arrangements as well as social security costs, pension contributions, etc for the Group's staff.

Accounting principles

Administrative costs comprise costs incurred for the Group's administrative functions, including wages and

salaries for administrative staff, internal consultants and management, general corporate cost, IT cost as well as depreciation relating to property, plant and equipment used for administration.

Staff costs and remuneration (continued)

DKK'000 2020 2019
Remuneration to the Board of Directors
Bo Rygaard 1,050 660
Juha Christensen 698 507
Scanes Bentley 476 387
Hege Skryseth 128 0
Åsa Riisberg 192 0
Robbert Kuppens 278 159
Pernille Fabricius 172 804
Pekka Ala-Pietilä 0 669
Thomas Broe-Andersen 0 0
Carsten Gomard1 0 637
Total 2,993 3,824

1 Including consulting fee paid to legal entity controlled by the Board member, see note 29.

Remuneration to Executive Management and Board of Directors is recognised as administrative costs.

For further description of Remuneration to the Executive Management and Board of Directors, please refer to the Remuneration Report.

The Group does not have post-employment benefits or termination obligations.

DKK'000 2020 2019
Remuneration to the Executive Management
André Rogaczewski 7,159 7,032
Claus Jørgensen 6,909 6,902
Thomas Johansen 4,002 3,919
Total short term remuneration 18,070 17,853
André Rogaczewski 3,025 1,777
Claus Jørgensen 3,025 1,777
Thomas Johansen 1,681 987
Total share-based remuneration expensed 7,731 4,541
Total 25,801 22,394
Remuneration to Other Key Management Personnel
Short term remuneration 9,735 9,225
Long term remuneration 1,710 970
Total Remuneration to Other Key Management
Personnel 11,445 10,195
Total Remuneration to Executive Management and
Other Key Management Personnel 37,246 32,589

Staff costs and remuneration (continued)

During 2020, 96,741 RSUs (105,470 RSUs) were granted of which 26,161 (44,605) were granted to Executive Management and 70,580 (60,865) were granted to Other Key Management Personnel and other employees.

The fair value of the granted RSUs at grant date was DKK 78.1 million (DKK 44.1 million). The cost associated herewith is expensed over the vesting period with DKK 24.8 million in 2020 (DKK 13.9 million).

The number of shares granted is determined by the stock price on the grant day, measured against the value of grant for each person.

The share-based incentive programme based on RSUs will continue in 2021. The Group's share-based incentive schemes are further detailed in the Remuneration report.

DKK'000 2020 2019
Share-based remuneration expenses:
Management 7,731 4,541
Other Key Management Personnel 1,710 970
Employees 15,313 8,395
Total 24,754 13,906
Restricted stock units in Netcompany shares 1 January 2020 Issued Expensed Cancelled Outstanding Value atgrant date Vesting date
No. No. No. No. No. DKK´000
2018 Shares allocated (management) 16,413 0 -11,002 0 5,411 5,214 30 June 2021
2018 Shares allocated (employees1) 56,043 0 -27,661 -3,513 24,870 17,100 31 December 2021
2019 Shares allocated (management) 30,835 0 -15,460 0 15,375 9,200 31 December 2021
2019 Shares allocated (employees1) 38,795 0 -19,923 -2,673 16,199 12,554 31 December 2021
2020 Shares allocated (management) 0 26,161 -8,067 0 18,094 9,200 31 December 2022
)2020 Shares allocated (employees1 0 70,580 -24,261 -2,457 43,862 24,822 31 December 2022
Total allocated shares 142,086 96,741 -106,374 -8,643 123,811 78,090
Value at
Restricted stock units in Netcompany shares 1 January 2019 Issued Expensed Cancelled Outstanding grant date Vesting date
No. No. No. No. No. DKK´000
2018 Shares allocated (management) 27,385 0 -10,972 0 16,413 5,214 30 June 2021
2018 Shares allocated (employees1) 88,190 0 -32,147 0 56,043 17,100 31 December 2021
2019 Shares allocated (management) 0 44,605 -13,770 0 30,835 9,200 31 December 2021
2019 Shares allocated (employees1) 0 60,865 -20,792 -1,278 38,795 12,554 31 December 2021
Total allocated shares 115,575 105,470 -77,680 -1,278 142,086 44,068

1 Employees consists of Other Key Management Personnel and Employees.

NOTE 8 NOTE 9

Total special items 3 4,398
Costs related to M&A 3 4,398
DKK'000 2020 2019

Accounting principles

Special items are non-recurring costs or income recorded in the income statement which cannot directly be attributed to the Group´s ordinary activities.

Such costs and income comprise expenses for restructuring, fundamental structural changes in the business and M&A. They are therefore presented separately to provide a more comparable basis for assessing the underlying performance.

Significant judgements, estimates and assumptions

Key assumptions involve judgement from Management in identifying and separating special income or expense items from other items in the income statement. These items are carefully considered in order to ensure correct presentation.

Special items Depreciation and amortisation

DKK'000 2020 2019
Depreciation
Leasehold improvements 4,125 2,030
Equipment 18,385 17,700
Right of use assets 42,495 36,543
Total depreciation 65,005 56,272
Amortisation
Technology and software 11,139 10,876
Trademark 8,431 8,390
Order back-log 11,036 15,366
Customer relationships 68,821 67,042
Total amortisation 99,426 101,674

Depreciation and amortisation (continued)

Depreciation and amortisation presented as follows

2019
13,149
49,228 43,122
99,426 101,674
164,431 157,946
202015,777

Please refer to notes 13 & 15.

NOTE 10

Financial income and expenses

DKK'000 2020 2019
Financial income
Exchange rate adjustments 19,266 39,873
Other interest income 81 57
Total Financial income 19,347 39,930
Financial expenses
Interest expense, borrowings 13,661 18,788
Interest, leasing 3,986 3,313
Exchange rate adjustments 43,177 23,974
Other finance charges 5,481 7,879
Total Financial expenses 66,306 53,954

Financial income and expenses comprise interest income and expenses, currency gains and losses,

amortisation of loan costs, tax surcharge and tax relief under the Group's Tax Schemes.

Tax

Current Tax (DKK'000) 2020 2019
Current tax 145,873 128,317
Prior year -2,977 -145
Change in deferred tax -13,130 -19,386
Total tax for year 129,766 108,786
Profit before tax 451,683 497,256
Tax at a rate of 22% 99,370 109,396
Tax-based value of non-deductible expenses 35,005 1,361
Tax-based value of non-taxable income -1,823 0
Effective tax rate1 28.7% 21.9%
Total current tax 129,766 108,786
Effect of different tax rates in foreign subsidiaries 105 -331
Acquisition of subsidiaries 0 -1,495
Changes in tax rates 86 0
Changes to previous years -2,977 -145

Tax payable and tax receivable

Tax payable at 1 January, net -26,905 -14,490
Foreign exchange adjustments 972 475
Addition, acquisition of entity 0 -395
Changes to previous years 2,977 145
Payment relating to prior years 17,210 14,044
Current tax for the year -145,873 -128,317
Current tax interest for the year 0 8
Payments relating to the current year 108,953 101,625
Total tax receivable / payable, net -42,667 -26,905
DKK'000 2020 2019
Current tax is presented as follows in the balancesheet
Tax receivable (assets) 0 0
Tax payable (liabilities) -42,667 -26,905
Total tax receivable / payable, net -42,667 -26,905

The increase in effective tax rate was due to a non tax deductible fair value adjustment of DKK 141.3m made for the contingent purchase price of the Dutch Operation. Effective tax rate if not adjusted for the contingent purchase price of the Dutch operation would have been 21.9% for 2020.

Current Tax (DKK'000)

Tax (continued)

DKK'000 2020 2019 DKK'000 2020 2019
Deferred tax has been presented as follows in the Deferred tax:
statement of financial position: Non-current assets -33,087 -55,739
Deferred tax asset 8,842 3,526 Work in progress -36,122 -23,663
Deferred tax liability -66,037 -73,341 Other current assets 2,761 5,851
Total deferred tax -57,195 -69,816 Current liabilities 9,253 3,734
Total deferred tax -57,195 -69,816
Deferred tax (assets/liabilities):(DKK'000) Property, plant& equipment Right of useassets Intangibleassets Work inprogress Other currentassets Currentliabilities Share-basedpayments Total
Opening balance 1 January 2020 4,968 441 -61,148 -23,663 5,851 -49 3,783 -69,816
Recognised in profit / loss 1,975 -195 21,046 -12,459 -3,081 865 4,980 13,130
Effect of currency exchange adjustments -174 0 0 0 -9 -57 -269 -509
Closing balance 31 December 2020 6,770 245 -40,102 -36,122 2,761 759 8,494 -57,195
Deferred tax (assets/liabilities):(DKK'000) Property, plant& equipment Right of useassets Intangibleassets Work inprogress Other currentassets Currentliabilities Share-basedpayments Total
Opening balance 1 January 2019 3,741 161 -80,046 -13,239 -46 398 807 -88,225
Recognised in profit / loss 1,192 268 21,257 -10,423 4,574 -447 2,966 19,386
Effect of currency exchange adjustments 35 12 0 0 3 0 10 60
Acquisitions 0 0 -2,359 0 1,322 0 0 -1,037
Closing balance 31 December 2019 4,968 441 -61,148 -23,663 5,851 -49 3,783 -69,816

Tax (continued)

Accounting principles

Tax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in profit for the year by the portion attributable to the profit for the year and recognised directly in other comprehensive income and equity by the portion attributable to entries recognised directly in other comprehensive income and equity.

Current tax payable and current tax receivable are recognised in the statement of financial position, calculated as tax on taxable income for the year, adjusted for prepaid tax.

On calculation of current tax, the tax rates and rules applicable at the balance sheet date are used.

Deferred tax is recognised on all temporary differences between the carrying amounts and tax-based values of assets and liabilities using the balance sheet liability method. Deferred tax is calculated on the basis of the planned use of each asset and the settlement of each liability, respectively. Deferred tax is measured using the tax rates and tax rules which – based on acts in force or acts actually in force at the balance

sheet date – are expected to apply when the deferred tax is expected to crystallise as current tax. Changes in deferred tax resulting from changed tax rates or tax rules are recognised in profit/loss unless the deferred tax is attributable to transactions previously recognised directly in equity or other comprehensive income. In the latter case, such changes are also recognised directly in equity or other comprehensive income.

Deferred tax assets, including the tax base of tax loss carry-forwards, are recognised in the statement of the financial position at their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets to be set off against future positive taxable income. At each balance sheet date, it is considered whether sufficient taxable income is likely to arise in the future for the deferred tax asset to be used.

NOTE 12

Income statement classified by function

(DKK'000) 2020 2019
Income statement
Revenue 2,838,590 2,453,853
Cost of services, incl. depreciation and amortisation -1,683,372 -1,458,102
Gross profit 1,155,218 995,751
Sales and marketing costs -17,104 -11,742
Administrative costs, incl. depreciation and
amortisation -493,170 -472,729
Operating profit (EBIT) 644,945 511,280
Financial income 19,347 39,930
Financial expenses -66,306 -53,954
Fair value adjustment of contingent consideration -141,268 0
Income / loss from investment in joint venture -5,035 0
Profit before tax 451,683 497,256
Tax on the profit -129,766 -108,786
Net profit for the year 321,918 388,470

Depreciation and amortisation have been presented

as follows in the above income statement: (DKK'000) 2020 2019
Cost of services -15,777 -13,149
Administrative costs -148,654 -144,796
Depreciation and amortisation -164,431 -157,946

Section 3

Invested capital

This section comprises tangible and intangible assets, showing in which assets Netcompany has invested capital.

Note 13 Intangible assets 71
Note 14 Business combination 74
Note 15 Property, plant and equipment 76
Note 16 Investment in joint venture 78

Intangible assets

DKK'000 Goodwill Technologyand software Trademark Orderback-log Customerrelationships Total otherintangibleassets
Cost at 1 January 2020 2,264,065 65,729 167,776 37,514 350,658 621,678
Additions, acquisition of subsidiaries 0 0 0 0 0 0
Disposals 0 0 0 0 0 0
Cost at 31 December 2020 2,264,065 65,729 167,776 37,514 350,658 621,678
Amortisation at 1 January 2020 0 -54,559 -32,857 -23,730 -224,036 -335,183
Amortisation for the year 0 -11,139 -8,431 -11,036 -68,821 -99,426
Disposals 0 0 0 0 0 0
Amortisation at 31 December 2020 0 -65,698 -41,288 -34,766 -292,856 -434,609
Carrying amount at 31 December 2020 2,264,065 31 126,488 2,749 57,802 187,069
DKK'000 Goodwill Technologyand software Trademark Orderback-log Customerrelationships Total otherintangibleassets
Cost at 1 January 2019 2,108,688 65,729 167,776 95,911 344,276 673,692
Additions, acquisition of subsidiaries 155,377 0 0 6,034 6,382 12,416
Disposals 0 0 0 -64,430 0 -64,430
Cost at 31 December 2019 2,264,065 65,729 167,776 37,514 350,658 621,678
Amortisation at 1 January 2019 0 -43,684 -24,467 -72,794 -156,994 -297,939
Amortisation for the year 0 -10,876 -8,390 -15,366 -67,042 -101,674
Disposals 0 0 0 64,430 0 64,430
Amortisation at 31 December 2019 0 -54,559 -32,857 -23,730 -224,036 -335,183
Carrying amount at 31 December 2019 2,264,065 11,170 134,919 13,784 126,622 286,495

Accounting principles

Goodwill

On initial recognition, goodwill is recognised and measured as the difference between, on one hand, the cost of the acquired subsidiary and, on the other hand, the fair value of the acquired identifiable assets, liabilities and contingent liabilities. The recognised goodwill amount is allocated to the activities of the Group generating separate payments, which represents the lowest level of cash generating units (CGUs). Determination of CGUs complies with the management structure and management accounting and reporting of the Group.

Goodwill is not amortised but tested at least once a year for impairment. Goodwill derives from business acquisitions.

Intangible assets

Other intangible assets

Other intangible assets acquired in a business combination consists of technology, order back-log, customer relationships and trademark. Intangible assets acquired in a business combination are recognised separately from goodwill and are initially recognised at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised on a straight-line basis over their estimated useful lives:

  • Technology: 5 years
  • Order back-log: 3 years
  • Customer relationships: 5 7 years
  • Trademark: 20 years

Software

The cost of developed software comprises costs such as salaries, depreciation and amortisation that are directly attributable to the development projects and are needed to complete the project, recognised from the time at which the development project first qualifies for recognition as an asset.

Amortisation is recognised on a straight-line basis over their estimated useful lives:

• Software: 3-5 years

The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Impairment

Goodwill and other intangible assets which are acquired through business combinations are impairment tested at least annually or when circumstances indicate that the carrying amount may be impaired. The tests are performed at the lowest level of the CGUs representing different business acquisitions.

The carrying amount of intangible assets with definite useful life is examined at the balance sheet date in order to determine whether there is any indication of impairment. If this is the case, the recoverable amount of the asset is determined in order to determine the need for any write-down and the extent thereof.

If the asset does not generate cash flow independently of other assets, the recoverable amount is determined for the smallest CGUs of which the asset forms part.

The recoverable amount is determined as the higher of the asset's or the CGUs fair value, net of selling costs, and the value in use.

To determine the value in use, estimated future cash flows are discounted to net present value by applying a discount rate that reflects current market assessments of the time value of money and the particular risks related to the asset or the CGU, and for which no adjustments have been made in such estimated future cash flows.

If the recoverable amount of the asset is lower than the carrying amount, the carrying amount is written down to the recoverable amount. For CGUs, the write-down for impairment is allocated so that goodwill is written down first, and then any remaining impairment loss is allocated on the other assets of the unit, however, the individual asset may not be written down to an amount below its fair value net of any expected selling costs.

Impairment losses are recognised in the income statement. On any subsequent reversal of impairment losses for

intangible assets arising from changes in the assumptions used to determine the recoverable amount, the asset's carrying amount is adjusted to the recoverable amount, however, not exceeding the carrying amount that the asset would have had if the impairment had not been made. Impairment losses of goodwill may not be reversed.

Impairment tests

The tests performed at the end of 2020 showed the recoverable amounts were estimated to be higher than the carrying amounts of all CGUs and therefore no impairment loss has been recognised in 2020. The most significant assumptions are related to revenue and EBITDA-margins which are based on a combination of historical experience and external sources of information.

The value in use amounts were calculated as future free cash flows based on budgets for 2021 and forecasts for the following years incorporating the assumptions used in financial budgets, including the expected impact from business synergies.

For all CGUs, the forecast period comprise five years.

Intangible assets (continued)

Cash flow projections beyond the five year forecast have been extrapolated using a steady 1.0% per annum growth rate. Management believes that the growth rate is reasonable based on IT services demand, and the continued digital conversion in the markets, and any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the carrying amount to exceed its recoverable amount.

Netcompany shares were priced at DKK 622.5 per share at 31 December 2020, equal to a market capitalisation of DKK 31,125 million, which is significantly higher than equity value at 31

Significant judgements, estimates and assumptions

Goodwill is not amortised but tested at least once a year for impairment.

The determination of the recoverable amount of a CGU to which goodwill is allocated requires significant Management judgement in determining the various assumptions, such as cash flow projections, discount rate and terminal growth rates. The sensitivity of the estimated measurement of these assumptions, combined or individually, can be significant.

Furthermore, the use of different estimates or assumptions when determining the fair value of such assets may result in different values and could result in impairment in future periods.

DKK'000 2020 2019
Allocated goodwill to cash-generating units
Netcompany A/S1 1,775,312 1,775,312
Netcompany Norway AS 118,676 118,676
Netcompany UK Ltd.2 214,700 214,700
Netcompany Netherlands B.V. 155,377 155,377
Total 2,264,065 2,264,065
Allocated other intangibles to cash-generating units
Netcompany A/S1 126,639 189,464
Total 187,069 286,495
Netcompany Netherlands B.V. 7,046 10,334
Netcompany UK Ltd.2 28,051 52,353
Netcompany Norway AS 25,333 34,344

December 2020. Discount rates and growth rates in terminal period

used as assumptions 2020 2019
Discount rate before tax:
Netcompany A/S1 9.3% 9.3%
Netcompany Norway AS 11.0% 10.8%
Netcompany UK Ltd.2 11.5% 11.2%
Netcompany Netherlands B.V. 11.0% 10.9%
Growth rate in terminal period 1.0% 1.0%

1 Including subsidiary Netcompany Poland Sp. Z o.o.

2 Including subsidiary Netcompany Vietnam Company Ltd.

Business Combinations

The Group made no acquisitions during 2020.

In May 2019, the Group acquired the entire share capital of Netcompany Netherlands B.V. (QDelft B.V.) at a price estimated at DKK 157.8 million of which DKK 37.3 million was paid in cash and DKK 120.4 million was part of a contingent consideration.

The determination of the purchase price and the purchase price allocation is considered final. Any adjustments after 12 months has been and will be recognised in comprehensive income as a fair value adjustment of the consideration payable.

An adjustment to the purchase price is warranted given the mechanisms set forth in the Share Purchase Agreement because the Dutch operation has significantly overperformed in 2020 compared to the expectations at the aquisition date. This adjustment will be added to the payable purchase price and expensed in 2020 as a fair value adjustment following IFRS 3.

The total consideration consists of two elements – a contingent element and an earn out element. The basis for the valuation of both elements is

normalised adjusted EBITA before HQ cost for the Dutch operation for 2020. The contingent purchase price is 11 times the 2020 normalised adjusted EBITA before HQ cost less net debt adjustments at the transaction time equal to DKK 178.6 million. The contingent purchase price is paid half in cash and half in Netcompany shares.

The cash part of the purchase price was paid partly in May 2019 by an upfront payment of DKK 37.3m and the cash part of the contingent consideration of DKK 89.3 million will be paid in February 2021. The part of the contingent purchase price which is payable in shares, will be due after the approval of the Annual Report 2022 at the Annual General Meeting in March 2023. The share based part of the contingent purchase price is DKK 89.3 million which will be translated into RSUs based on the share price of Netcompany at the time of the transaction. This corresponds to 378,153 shares, which will be granted to the sellers in February 2021 and vest in March 2023.

The earn-out related purchase price is maximum 5 times the 2020 normalised adjusted EBITA before HQ costs depending on performance

criteria for the period 2020 to 2022. If CAGR and adjusted EBITA before allocated HQ costs are above 25% on both metrics the maximum earn out will be paid equal to a value of DKK 107.5 million. The earn-out purchase price is fully payable in shares based on the share price Netcompany at the time of the transaction.

Based on the measurement of identifiable assets and liabilities at their fair values, the difference between the total consideration and the fair value of the identified net assets was originally estimated at DKK 155.4 million, which represents the goodwill from the acquisition of Netcompany Netherlands B.V. (QDelft B.V.). Taking the actual performance for 2020 and adjustments to the expected earn-out into account, an adjustment to the purchase price recognised in 2020 equals DKK 141.3 million, which has been recognised as a fair value adjustment in the income statement.

In addition, the consideration paid for the business combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of Netcompany Netherlands B.V. These

benefits are not recognised separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

Goodwill is also not deductible for tax purposes.

Assets and liabilities recognition

These amounts have been calculated using the subsidiary's results and adjusting them for differences in the accounting policies between the Group and the subsidiary.

The Group has incurred acquisition costs totalling DKK 4.4 million in 2019, which are included in special items.

Business Combinations (continued)

Assets and liabilities recognised (DKK'000) QDelft B.V. Identified assets and liabilities
Non-current assetsOrder back-logCustomer relationshipsLeasehold/EquipmentRight of use assets 6,0346,3825,8069,630 Order back-log,DKK 6,034k Fair value of order back-log has been determined on the basis ofNet Operating Profit Less Adjusted Taxes (NOPLAT) from the orderback-log at the acquisition date, adjusted for amounts alreadyincluded in the recognition of fair value of other identified intangibleassets, and discounted with the internal required rate of return of10.0% p.a. The calculated fair value has been increased with a taxamortisation benefit factor of 1.2.
Current assets
Trade receivablesContract work in progress 5,5357,384 Customer Fair value of customer relationships has been determined on thebasis of forecasted NOPLAT from acquisition date in May 2019 to2024 adjusted for an expected churn-rate and discounted with theinternal required rate of return of 10.0% p.a. The calculated fair value
Current liabilitiesLeasing -9,777 relationships,DKK 6,382k
Deferred tax liabilities -2,359 has been increased with a tax amortisation benefit factor of 1.2.
Bank debt facilities and borrowings -8,519 Deferred tax Deferred tax on the re-measurement of order back-log and
Trade payables -3,662 liability, customer relationships reflects and is equal to the total increase in
Other payables -14,064 DKK 2,359k the fair value of the order back-log and customer relationships as a
Net assets taken over 2,390 result of increasing the fair values with the tax amortisation benefitfactor.
Goodwill 155,377
Fair value adjustment to contingent consideration in 2020 141,268
Total consideration 299,035 Impact on revenue and profit/loss from
Up front cash payment 37,325 acquired business in 2019 (DKK'000) Revenue Profit
Contingent consideration 261,709 QDelft B.V. (since acquisition date, 13 May 2019) 37,360 -4,789
Total consideration 299,035 QDelft B.V. (full year impact) 50,734 -13,882

Business Combinations (continued)

Accounting principles

Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the consideration transferred for assets acquired and liabilities assumed in the business combination measured at fair value on acquisition date. Deferred tax related to the revaluations is recognised.

The most significant assets acquired generally comprise goodwill, order back-log and customer relationships. As no active market exists for the majority of acquired assets, liabilities and contingent liabilities, in particular in respect of intangible assets, management estimates the fair value.

The consideration paid for a business consists of the fair value of the agreedconsideration in the form of the assets transferred, equity instruments issued, and liabilities assumed at the date of acquisition. If part of the consideration is contingent on future events, such consideration is recognised at fair value. Subsequent changes in the fair value of contingent consideration are recognised in the income statement.

A positive excess (goodwill) of the consideration transferred over the fair value of the identifiable net assets acquired is recorded as goodwill.

If uncertainties regarding identification or measurement of acquired assets, liabilities or contingent liabilities or determination of the consideration transferred exist at the acquisition date, initial recognition will be based on provisional values. Any adjustments in the provisional values, including goodwill, are adjusted retrospectively, until 12 months after the acquisition date, and comparative figures are restated.

Significant judgements, estimates and assumptions

Key assumptions for the methods applied in determining the fair value is based on the present value of future cash flows, churn rates or the expected cash flows related to the specific asset. Estimates and methodologies used, can have a material impact on the respective values and ultimately the amount of the fair values recognised for identifiable assets and liabilities of the acquired business.

NOTE 15

Property, plant and equipment

Leasehold Right of
DKK'000 improvements Equipment use assets Total
Cost at 1 January 2020 20,430 81,805 155,221 257,456
Correction 4,063 -4,063 0 0
Remeasurements 0 0 3,504 3,504
Additions 4,853 19,016 30,042 53,911
Disposals -48 -1,153 -19,001 -20,203
Exchange rate adjustments -457 -864 -4,385 -5,706
Cost at 31 December 2020 28,841 94,740 165,381 288,962
Depreciation at
1 January 2020 -9,407 -47,454 -54,371 -111,233
Correction -1,243 1,243 0 0
Depreciation for the year -4,125 -18,385 -42,495 -65,005
Disposals 32 1,153 19,001 20,187
Exchange rate adjustments 146 823 1,440 2,409
Depreciation at31 December 2020 -14,597 -62,620 -76,424 -153,641
Carrying amount at31 December 2020 14,245 32,120 88,956 135,321

Property, plant and equipment (continued)

Leasehold Right of
DKK'000 improvements Equipment use assets Total
Cost at 1 January 2019 7,326 54,648 112,425 174,399
Correction 4,180 25,756 0 29,936
Additions, acquisition of
subsidiaries 2,990 2,816 9,630 15,436
Remeasurements 0 0 -15,622 -15,622
Additions 5,899 18,678 59,143 83,720
Disposals -45 -20,258 -12,337 -32,640
Exchange rate adjustments 79 164 1,983 2,226
Cost at 31 December 2019 20,430 81,805 155,221 257,456
Depreciation at
1 January 2019 -3,223 -24,119 -29,774 -57,116
Correction -4,199 -25,738 0 -29,936
Depreciation for the year -2,011 -17,710 -36,623 -56,344
Disposals 45 20,258 12,337 32,640
Exchange rate adjustments -19 -145 -312 -476
Depreciation at
31 December 2019 -9,407 -47,454 -54,371 -111,233
Carrying amount at
31 December 2019 11,023 34,351 100,850 146,223

Accounting principles

Equipment and leasehold improvements

Equipment and leasehold improvements are measured at cost less accumulated depreciation and impairment losses.

Cost comprises the acquisition price, costs directly attributable to the acquisition, and preparation costs of the asset until the time when it is ready to be put into operation.

The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation is made on the basis of the estimated useful lives of the assets, which are 3-5 years.

Depreciation methods, useful lives and residual values are reviewed annually.

Gains and losses from the sale of equipment are calculated as the difference between selling price less selling costs and carrying amount at the time of sale. Gains or losses are recognised in the income statement in the functions to which the assets relate.

Right of use assets

Right of use assets are measured at cost less accumulated depreciation and impairment losses adjusted for any re-measurements of the lease liability where initial cost is equal to the initial amount of the related lease liability.

Depreciation is straight-line on the basis of the underlying contracts which are 1-10 years.

Short term and low-value assets

The Group has entered into leasing contracts regarded as low-value and short term, all expiring within 6 months. Total commitments relating to the non-cancelling period is DKK 0.2 million (DKK 0.1 million). All other lease contracts are recognised on the statement of financial position according to IFRS 16.

Investment in joint venture

DKK'000 2020
Additions 75,000
Cost at 31 December 2020 75,000
Net profit/loss for the year -399
Calculated elimination of unrealised internal profit -4,636
Revaluations at 31 December 2020 -5,035
Carrying amount at 31 December 2020 69,965
Joint Venture: (DKK'000) Form ofenterprise Ownership Equity Result
Smarter Airports A/S,
Copenhagen, Denmark A/S 50% N/A N/A

1 No financial figures for 2020 published yet

Start up costs incurred by Netcompany related to the establishment of Smarter Airports A/S amounts to DKK 2.1 million and consists of salaries, advisory costs in terms of legal, marketing and financial advisory.

Netcompany has agreed that the initial DKK 12 million of dividends will be distributed as preferred dividends to the other shareholder of Smarter Airports A/S.

Smarter Airports A/S was founded by Netcompany and Københavns Lufthavne A/S on 9 October 2020 and due to the short period until 31 December 2020 and the limited activity within the year, certain disclosures required by IFRS 12 have not been considered relevant for 2020.

Accounting principles

The joint venture is recognised using the equity method so that the carrying amount of the joint venture constitutes the Group's proportional share of the net assets of the enterprise less unrealised internal profit. Profit after tax of the joint venture has been recognised as a separate line in the statement of comprehensive income. Joint venture with negative net asset value are included without any value.

The carrying amount of investment in joint venture is examined at the balance sheet date in order to determine if there is any indication of impairment.

Impairment test for investments

Impairment tests are performed if indications of impairment are present. If the carrying amount is found to be greater than the implied fair value, then impairment has occurred and the book value of the joint venture is written down to its recoverable amount. The recoverable amount is the higher of the net selling price and value in use.

Significant judgements, estimates and assumptions

The classification of the joint venture where Netcompany Group controls less than 100% of the voting rights is based on an assessment of the contractual and operational relationship between the parties. This includes assessing the conditions in shareholder agreements, contracts etc. Consideration is also given to the extent to which each party can govern the financial and operating policies of the entity, how the operation of the entity is designed, and which party possesses the relevant knowledge and competences to operate the entity.

Another factor relevant to this assessment is the extent to which each of the parties can direct the activities and affect the returns, for example by means of rights, reserved matters, or casting votes.

Section 4

Working capital & Capital structure

This section comprises notes related to Netcompany's working capital and capital structure.

Note 17 Trade receivables 80
Note 18 Contract work in progress 81
Note 19 Cash and cash equivalents 83
Note 20 Share capital 83
Note 21 Earnings per share 84
Note 22 Borrowings 84
Note 23 Other payables 85
Note 24 Provisions 85
Note 25 Working capital changes 86
Note 26 Financial risks and financial instruments 86
Note 27 Financial instruments - maturity analysis 88

Work in progress compared to revenue (%)

Trade receivables

DKK'000 2020 2019
Trade receivables 458,774 531,402
DKK'000 2020 2019
Aging of receivables that are not impaired
Trade receivables, Not overdue 326,415 356,596
Trade receivables, 0-30 days overdue 99,180 134,702
Trade receivables, 31-60 days overdue 19,876 24,286
Trade receivables, 61-90 days overdue 4,572 5,763
Trade receivables, Over 90 days overdue 14,562 10,870
Total trade receivables excl. expected credit loss 464,605 532,217
Expected credit loss -5,831 -816
Total trade receivables 458,774 531,402

Development in aging of trade receivables from 2019 to 2020

The carrying amount of the trade receivables is assumed to approximate the fair value. For description of credit risk please refer to note 26.

At 31 December 2020, the Group has recognised expected credit loss of DKK 5.8 (DKK 0.8) million for one specific customer, and no credit losses have been recognised during the year (DKK 0).

Accounting principles

Trade receivables include receivables from sales. Trade receivables are measured at fair value on initial recognition and subsequently at amortised cost, usually equalling nominal value less any expected credit losses.

Contract work in progress

DKK'000 2020 2019
Selling price of work performed 1,083,501 850,415
Invoiced amount -648,646 -582,077
Total contract work in progress 434,856 268,339

Net value - calculated on a contract-per-contract

basis - is presented in the statement of financialposition as follows: (DKK'000) 2020 2019
Contract work in progress 476,603 319,354
Prebilled invoices -41,747 -51,016
Total contract work in progress 434,856 268,339

At 31 December 2020, the Group has recognised a provision for project risks of DKK 0.0 million (DKK 3.5 million). Please refer to note 24.

Accounting principles

Contract work in progress consists of client related assets and liabilities

Contract work in progress is measured at the selling price of the work carried out less prepayments received at the balance sheet date. The selling price is measured based on the stage of completion and the total estimated income from the individual contracts in progress. Usually, the stage of completion is determined as the ratio of actual to total budgeted consumption of resources. For some projects where the consumption of resources cannot be applied as a basis, the ratio between completed and total sub-activities of the individual projects has been applied. If the selling price of a project cannot be made up reliably, it is measured at the lower of the costs incurred and net realisable value. If prepayments received exceed the selling price on a contract by contract basis, the excess amount is recognized as a liability in "Prebilled invoices".

Revenue recognised

Revenue recognised in the financial year that was included in the contract portfolio at the beginning of the year amounts to DKK 417.3 million (DKK 256.2 million).

The recognition of revenue is to some extent impacted by management estimates and judgement for contract work in progress in relation to determining stage of completion and expected profitability of the individual projects, and hence, revenue recognised in subsequent years may be impacted by changes in estimates to the revenue recognised in previous years. Revenue recognised from contract work in progress in 2020 and 2019 has not been impacted by any significant changes to the revenue recognised in previous years.

Contract work in progress (continued)

Future performance obligations

Future performance obligations derives solely from Fixed Price contracts. Future performance obligations represent contractual values less revenue recognised at 31 December 2020 for the Group's fixed price projects at year end. As of 31 December 2020, the Group has future performance obligations of DKK 382.2 million on open fixed price projects out of a total of DKK 1,465.7 million (DKK 315.3 million out of a total of DKK 1,165.8 million).

The assessment of the timing of expected revenue recognised from the future performance obligations is subject to some uncertainty.

Significant judgements, estimates and assumptions

Contract work in progress for Fixed Priced contracts is measured at the selling price of work completed at the balance sheet date, and the selling price is calculated on the basis of contracted income and the determined stage of completion. Stage of completion is determined making estimates of future hours and other project costs.

The Group reviews its contract portfolio on a regular basis. If circumstances arise that change the original estimates of the selling price of the

contracts or costs, revisions to estimates are made. These revisions may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in the income statement in the period in which the circumstances giving rise to the revisions become known by the Group.

<1 year 1-5 years >5 years
DKK'000 2020 2019 2020 2019 2020 2019
Expected revenue recognition of future
performance obligations 218,069 197,624 164,144 117,712 0 0

Cash and cash equivalents Share capital NOTE 19 NOTE 20

Total cash and cash equivalents 358,996 132,350
Deposits at banks 358,996 132,350
DKK'000 2020 2019

No. of shares No. of votes Shares 50,000,000 50,000,000

Accounting principles
-- ----------------------- --

The carrying amounts for cash and cash equivalents assumed to equal the fair value. The Group's cash and cash

equivalents consist of deposits in well-reputed banks. Therefore, cash and cash equivalents are not considered to be subject to specific credit risk.

The share capital equals DKK 50,000,000 divided into shares of DKK 1 each or multiples thereof.

The company's shares are traded on Nasdaq OMX Copenhagen in denominations of DKK 1. No shares confer any special rights upon any shareholder. No shares are subject to restrictions on transferability or voting rights.

In 2018, Danske Bank acquired shares on behalf of Netcompany for DKK 50 million equalling to 322,580 treasury shares. In 2019 Netcompany settled with Danske Bank and acquired further own shares for DKK 125 million equalling to 577,233 treasury shares. In 2020, Netcompany has neither acquired nor sold treasury shares. The purchase of treasury shares is shown as a reduction directly in equity.

NOTE 21 NOTE 22

Earnings per share Borrowings

DKK'000 2020 2019
Earnings per share - EPS (DKK) 6.56 7.90
Diluted earnings per share - EPS-D (DKK) 6.52 7.88
Profit 321,918 388,470
Average number of shares 50,000 50,000
Average number of treasury shares 900 818
Average number of shares in circulation 49,100 49,182
Average number of outstanding restricted stock units 215 111
Average number of diluted shares in circulation 49,316 49,293

It is proposed to the Annual General Meeting to redistribute DKK 100 million in cash to the shareholders by means of dividends of DKK 50 million and share buyback of DKK 50 million (Nil).

Earnings per share - EPS

Q1 Q2 Q3 Q4

In Q4 2020, the earnings per share is affected by the fair value adjustment of the contingent consideration (refer to note 14), and would have been 2.98 in Q4 2020 equal to 9.43 for 2020, if normalised for this adjustment.

2020 2019
Non-current liabilities1 760,556 958,642
Current liabilities 0 0
Total borrowings 760,556 958,642

1 According to the Group loan agreement, Netcompany has the opportunity to voluntarily make instalments at the Group's discretion before the loan matures in 2023.

DKK'000 Currency Maturity Type ofinterest Amortisedloan cost Nominalvalue Carryingamount
Bank loans DKK 2023 Floating 4,626 765,182 760,556
2020 4,626 765,182 760,556
DKK'000 Currency Maturity Type ofinterest Amortisedloan cost Nominalvalue Carryingamount
Bank loans DKK 2023 Floating 6,540 965,182 958,642
2019 6,540 965,182 958,642

The fair value of bank loans excluding capitalised loan costs is deemed to approximate the nominal value of the loans.

According to the loan agreement all distribution of dividend has to be approved by the lender.

Accounting principles

On initial recognition, borrowings are measured at fair value less related transactions costs paid. Subsequent to initial recognition, borrowings are measured at amortised costs using the effect interest method. Any difference between the proceeds initially received and the nominal value is recognised in financial expenses over the term of the loan.

Other payables NOTE 23

DKK'000 2020 2019
Wages and salaries, payroll taxes,
social security costs, etc. 53,235 44,521
Holiday pay obligation 144,836 126,595
VAT and duties 58,889 58,684
Contingent consideration (note 14) 261,709 120,441
Other costs payable 48,482 44,173
Total other payable 567,151 394,414

Accounting principles

Other costs payable comprises short and long term, hence part of the holiday pay obligation is classified and presented as long term due to the new Danish Holiday Act. Further, part of the contingent consideration is classified and presented as long term. For a description of the contingent consideration, please refer to note 14.

For split between long and short term liabilities please refer to note 27.

Significant judgements, estimates and assumptions

Contingent consideration resulting from business combinations is valued at fair value at the acquisition date as part of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently remeasured to fair value at each reporting date. The key assumptions take into consideration the probability of meeting the performance target.

Provisions

DKK'000 2020 2019
Onerous contracts at 1 January 3,525 36,087
Decrease in the year -3,525 -32,562
Provisions for the year 0 0
Onerous contracts at 31 December 0 3,525

Based on the current project portfolio including monitoring of deliveries on projects, no particular provisions for specific customer cases have been considered applicable at 31 December 2020 (2019: DKK 3.5 million)

Accounting principles

Provisions represent commitments for onerous contracts. An onerous contract is considered to exist when the Group has a contract under which the unavoidable costs of meeting the obligation under the contract exceed the economic benefits to be received from the contract, hence the recognised provision represents the Group's best estimate of the unavoidable loss to complete its contract obligations for the related contracts.

As part of its regular review of the contract portfolio, the Group may identify contracts where the completion of a contract most likely will result in a negative contribution. In these circumstances, the Group will record a provision to cover the unavoidable loss. The estimates of the provision may be subject to significant Management judgement and uncertainty depending on project complexity and on whether there are any disputes with customers in relation to project performance, claims and counter claims, contract interpretation and alike.

Working capital changes NOTE 25

DKK'000 2020 2019
Change in receivables -117,744 -104,895
Change in payables 14,495 18,189
Total working capital changes -103,248 -86,706

NOTE 26

Financial risks and financial instruments

DKK'000 2020 2019
Categories of financial instruments
Trade receivables 458,774 531,402
Other receivables 5,868 422
Financial assets measured at amortised cost 464,642 531,824
Cash 358,996 132,350
Financial assets measured atfair value through P&L 358,996 132,350
Trade payables 39,875 44,055
Other payables excl. contingent consideration 305,442 273,973
Borrowings 760,556 958,642
Leasing 92,769 103,981
Financial liabilities measured at amortised cost 1,198,642 1,380,651
Contingent consideration 261,709 120,441
Financial liabilities measured at fair value 261,709 120,441

Financial risks and financial instruments (continued)

Policy for management of financial risks

There is no change in Netcompany's financial risk assessment compared to last year. The Group's objective at all times is to limit the Group's financial risks.

The Group manages the financial risks and coordinates cash management and management of interest rate and currency risks based on financial risk policies agreed with the Board of Directors.

Liquidity risks

The Group attempts to maximise flexibility and minimise risks. At 31 December 2020, the Group has unutilised credit facilities of a total of DKK 699.9 million (DKK 534.8 million) excluding an acquisition facility of DKK 400.0 million (DKK 400.0 million).

Credit risks

In 2020 and 2019, the Group has not realised any credit losses. Based on the customer composition and past history with no credit losses, the credit risk is assessed to be limited and at 31 December 2020, the Group made a provision of DKK 5.8 million (DKK 0.8) for expected credit losses.

Currency risks

The Group is to a limited extent exposed to foreign currency risks. The main part of the Group's transactions is in Danish kroner, which implies limited foreign exchange risk due to the ultimate parent company's functional and reporting currency being in DKK.

The Group is exposed to exchange rate risk in the countries where the Group has it sales activities outside Denmark, which means Norway, UK, Netherlands and to a lesser extent, exchange rate risk in Poland and Vietnam, which is used as sourcing centres and therefore do not have an exchange rate risk related to sales activities. With respect to subsidiaries situated in Norway, UK, Netherlands, Poland and Vietnam there are transactions with the subsidiaries, however, their extent and risk are not significant.

The bank loan is in DKK. The Group has not entered into any hedging contracts regarding exchange rate risks during 2020 or 2019.

The Group's Policy is to hedge any exchange risk net exposure, that would yield a +2/-2 percentage points EBIT margin impact from a +10%/-10% change in the given currency. If all currencies that the Group is exposed to, change by +/- 10%, this will affect the EBIT by +/- DKK 3.2 million.

Interest rate risks

The interest-bearing liabilities in the Group relates to the loans obtained to finance acquisitions in previous years. Following the IPO in 2018, the Group entered into one overall bank agreement. The bank agreement consists of committed facilities constituting a primary facility agreement of DKK 750.0 million, an ancillary facility of DKK 750.0 million and an optional facility of DKK 400.0 million limited to acquisitions, whereof DKK 765.2 million has been utilised on borrowings and DKK 34.9 million on guarantees.

The Group's bank loan carried floating interest rates at 31 December 2020, which is depending on the financial leverage. Current interest rate at 1.1% is equal to a yearly bank loan interest expense of DKK 8.4 million.

If the interest rate changes 'one step up', due to changes in leverage, a new interest rate of 1.35% will be applicable equal to interest expenses of DKK 10.3 million, which leads to an increase in financial expenses of DKK 1.9 million. According to the loan agreement, it is not possible to get a lower interest rate than the current rate achieved.

The Group is to a limited extent exposed to interest rate risks relating to the cash balances, which bear negative interest due to the current low interest environment.

Optimisation of the capital structure

The Group regularly assesses whether its capital structure is in accordance with the Group's and the shareholders' interests. The overall objective is to ensure a capital structure that supports long term growth whilst maximising returns for the Group's shareholders' by optimising the equity-to-debt ratio.

The fair value at 31 December 2020 and 2019 of Netcompany's financial instruments was measured in accordance with level 2 and level 3 in the fair value hierarchy (IFRS 13).

Financial instruments - maturity analysis

Current Non-current
<1 year 1-5 years >5 years
DKK'000 2020 2019 2020 2019 2020 2019
Borrowings 0 0 760,556 958,642 0 0
Leasing 35,392 38,482 54,424 60,428 2,953 7,783
Trade payables 39,875 44,055 0 0 0 0
Other payables 393,944 363,274 173,207 31,140 0 0
Total liabilities 469,211 445,811 988,187 1,050,210 2,953 7,783

The Group's contractual maturity for its non-derivative financial liabilities, with agreed payment periods are shown above. The maturity analysis is based on undiscounted cash flows, and excluding interest payment.

Part of other payables relates to the contingent consideration. For a description of the contingent consideration, please refer to note 14.

A more detailed maturity analysis of the borrowings is disclosed in note 21.

Section 5

Other disclosures

This section covers other statutory notes, which are of secondary importance to the understanding of the financial performance of Netcompany.

Note 28 Fee to the Group auditor 90
Note 29 Related parties 90
Note 30 Collateral provided and contingent liabilities 92
Note 31 Adoption of the Annual Report for publication 92
Note 32 Events after the balance sheet date 92

Fee to the Group auditor

Fee to the Group auditor (DKK'000) 2020 2019
Statutory audit 2,620 2,460
Other assurance agreements 2,625 2,902
Tax and VAT advisory services 734 299
Other services 265 196
Total 6,244 5,857

The fee for non-audit services delivered by Deloitte Statsautoriseret Revisionspartnerselskab to the Group amounts to DKK 3.6 million. Of the amount, DKK 2.5 million are related to issuance of independent IT assurance reports, which are provided to the Group's clients as part of the Group's operations services. The fee for

providing independent IT assurance reports are fully paid by the Group's clients and hence does not reflect a cost for the Group. Other than independent IT assurance reports, non-audit services consist of issuance of other assurance reports, technical accounting advisory and certain tax services.

NOTE 29

Related parties

As at 31 December 2020 there are no shareholders with controlling interest.

Large shareholders (>5%) consists of

  • AC NC Holding ApS: 10.30% (Denmark)
  • The Capital Group Companies: 5.26% (United Kingdom)

Please refer to Shareholder Information in Management Commentary.

Related parties with significant influence are the company's Executive Management, Board of Directors, Other Key Management Personnel and their related parties. Furthermore, related parties are companies in which the above persons have significant interests, as well as joint venture to the Group. All transactions with related parties are made on arm's length terms.

Until 19 February 2019, FSN Capital had shareholding interests that led to a significant influence in the Group. From 19 February 2019 FSN Capital no longer had significant shareholder interest.

During the period in 2019 where FSN Capital had >5% ownership, Netcompany recognised revenue from:

  • Active Brands AS DKK 0.8 million
  • Fitness World A/S DKK 1.9 million

In 2020, Netcompany recognised revenue from:

• Smarter Airports A/S DKK 20.5 million

Transactions with Carsten Gomard Holding ApS comprise mainly of consultancy services amounting to DKK 0 million (DKK 0.4 million).

There were no other transactions with members of Executive Management, members of the Board of Directors of the Group or Other Key Management Personnel, other than remuneration, and furthermore no loans were granted to the Board of Directors, Executive Management or Other Key Management Personnel in 2020 or 2019.

Ownership

The part of Netcompany Group A/S owned by Executive Management and the Board of Directors is specified in the Remuneration report.

Name of entity Location Currency Ownership Function
Netcompany Group A/S Denmark DKK Parent
NC TopCo A/S Denmark DKK 100% Subsidiary
Netcompany A/S Denmark DKK 100% Subsidiary
Smarter Airports A/S Denmark DKK 50% Joint venture
Netcompany Poland sp. Z o.o. Poland PLN 100% Subsidiary
Netcompany Norway AS Norway NOK 100% Subsidiary
Netcompany Holding UK Ltd. United Kingdom GBP 100% Subsidiary
Netcompany UK Ltd. United Kingdom GBP 100% Subsidiary
Netcompany Vietnam Company Ltd. Vietnam VND 100% Subsidiary
Netcompany Netherlands B.V. Netherlands EUR 100% Subsidiary

The Group is not restricted on its ability to access or use assets, and settle liabilities, in any of the Group's entities.

* NC NewCo A/S and Netcompany Holding I A/S were dissolved on 2 July 2019 in connection with the completion of the merger of these companies into NC TopCo A/S. The merger was part of an internal Group reorganisation in order to streamline the Group's legal structure.

Collateral provided and contingent liabilities

As part of its contract commitments with customers, the Group has through its banks provided performance guarantees of DKK 34.9m (nil). There are no collaterals provided for the Group's bank loan.

NOTE 31

Adoption of the Annual Report for publication

At a meeting held on 28 January 2021, the Board of Directors adopted the Annual Report for publication. The Annual Report is presented to the

Shareholders of Netcompany Group A/S for adoption at the Annual General Meeting.

NOTE 32

Events after the balance sheet date

No events have occurred after the balance sheet date, which would influence the evaluation of this Annual Report.

Parent company financial statements

Statement of comprehensive income 94
Statement of financial position 95
Statement of changes in equity 96
Cash flow statement 97
Management statement 107
Independent auditor's report 108

Content Notes to the parent financial statements

Note 1 Accounting policies 98
Section 2: Results for the year
Note 2 Administrative costs 99
Note 3 Staff costs and remuneration 99
Note 4 Depreciation 101
Note 5 Financial income and expenses 101
Note 6 Tax 101

Section 3: Invested capital

Note 7 Right of use assets 102
Note 8 Investments in subsidiaries 102

Section 1: Basis of preparation Section 4: Working capital & Capital structure

Note 9 Cash and cash equivalents 103
Note 10 Share capital 103
Note 11 Borrowings 103
Note 12 Other payables 104
Note 13 Working capital changes 104
Note 14 Financial risks and financial instruments 104

Section 5: Other disclosures

Note 15 Related parties 106
Note 16 Collateral provided and contingent liabilities 106
Note 17 Joint taxation 106
Note 18 Events after the balance sheet date 106

Statement of comprehensive income for the Parent for 2020

DKK'000 Notes 2020 2019
Revenue 30,000 24,000
Gross profit 30,000 24,000
Sales and marketing costs -1,453 -962
Administrative costs 2 -37,774 -35,278
Operating profit / loss (EBIT) -9,277 -12,240
Financial income 5 25,030 24,944
Financial expenses 5 -32,714 -33,348
Profit / loss before tax -16,911 -20,643
Tax on profit / loss for the year 6 3,647 4,518
Profit / loss for the year -13,263 -16,125
Other comprehensive income / loss 0 0
Comprehensive income for the year / loss -13,263 -16,125

Statement of financial position of the Parent at 31 December 2020

DKK'000Notes 2020 2019 DKK'000 Notes 2020 2019
Right of use assets7 588 467 Share capital 10 50,000 50,000
Property, plant and equipment 588 467 Treasury shares -175,000 -175,000
Share-based remuneration 42,478 17,724
Investment in subsidiary8 1,618,705 1,601,682 Retained earnings 1,501,305 1,514,568
Other receivables 217 355 Equity 1,418,783 1,407,292
Deferred tax 2,914 1,213
Financial assets 1,621,836 1,603,251 Borrowings 11 760,556 958,642
Leasing 194 345
Non-current assets 1,622,424 1,603,718 Non-current liabilities 760,750 958,986
Receivables from Group entities 1,266,946 1,271,811 Leasing 397 128
Tax receivables 101,947 178,361 Trade payables 594 0
Other receivables 107 0 Payables to Group entities 812,727 695,677
Prepayments 963 1,663 Other payables 12 7,821 8,673
Receivables 1,369,963 1,451,836 Current liabilities 821,539 704,478
9Cash 8,685 15,203 Liabilities 1,582,289 1,663,464
Current assets 1,378,648 1,467,039
Assets 3,001,072 3,070,756 Equity and liabilities 3,001,072 3,070,756

DKK'000 Sharecapital Treasuryshares Share-basedremuneration Retainedearnings Total
Equity at 1 January 2020 50,000 -175,000 17,724 1,514,568 1,407,292
Share-based remuneration for the year 0 0 24,754 0 24,754
Profit / loss for the year 0 0 0 -13,263 -13,263
Equity at 31 December 2020 50,000 -175,000 42,478 1,501,305 1,418,783
Share Treasury Share-based Retained
DKK'000 capital shares remuneration earnings Total
Equity at 1 January 2019 50,000 0 3,818 1,480,693 1,534,511
Treasury shares acquired in the year 0 -175,000 0 50,000 -125,000
Share-based remuneration for the year 0 0 13,906 0 13,906
Profit / loss for the year 0 0 0 -16,125 -16,125
Equity at 31 December 2019 50,000 -175,000 17,724 1,514,568 1,407,292

Cash flow statement for the Parent for 2020

DKK'000 Notes 2020 2019
Operating profit (EBIT) -9,227 -12,240
Depreciation 388 548
Non-cash 7,731 4,541
Working capital changes 13 335 -37
Cash flows from operating activities -773 -7,188
Other receivables (deposits) 138 -76
Cash flows from investing activities 138 -76
Income taxes paid on behalf of the Group -116,426 -112,586
Financial income received 25,030 24,944
Financial expenses paid -30,788 -30,463
Net loan to Group entities 316,703 450,343
Payment of share buybacks 0 -175,000
Proceeds from borrowings 0 75,000
Repayment of borrowings -200,000 -225,000
Repayment of leasing debt -403 -577
Cash flows from financing activities -5,884 6,661
Increase in cash and cash equivalents -6,519 -603
Cash and cash equivalents at 1 January 15,203 15,805
Cash and cash equivalents at 31 December 9 8,685 15,203
Reconciliation of liabilities arisingfrom financing activities (DKK'000) Borrowings(note 11) Leasing Total
Opening balance 1 January 2020 958,642 473 959,115
Repayment -200,000 -403 -200,403
Amortisation of loan costs (non-cash) 1,914 0 1,914
Leasing (non-cash) 0 521 521
Closing balance 31 December 2020 760,556 591 761,147
Reconciliation of liabilities arisingfrom financing activities (DKK'000) Borrowings(note 11) Leasing Total
Opening balance 1 January 2019 1,105,780 976 1,106,756
Proceeds from external financing 75,000 0 75,000
Repayment -225,000 -996 -225,996
Amortisation of loan costs (non-cash) 2,862 0 2,862
Leasing (non-cash) 0 493 493
Closing balance 31 December 2019 958,642 473 959,115

Accounting policies NOTE 1

Netcompany Group A/S presents its Parent financial statements in accordance with the International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for financial statements governing reporting class D, see the Danish Executive Order on IFRS issued according to the Danish Financial Statements Act.

Netcompany Group A/S is an entity with its registered office in Denmark.

The financial statements are presented in DKK, which is considered the functional currency of the Parent's activities.

Totals in the financial statements have been calculated on the basis of actual amounts in accordance with the correct mathematical method. A recalculation of totals may in some cases result in rounding differences caused by the underlying decimals not disclosed to the reader.

The Parent generally applies the same accounting policies for recognition and measurement as the Group. Cases in which the Parent's accounting policies differ from those of the Group are described under the relevant notes.

For a detailed specification of the Parent's accounting policies, please see relevant notes in the consolidated financial statements.

NOTE 2 NOTE 3

Administrative costs Staff costs and remuneration (continued)

2020 2019
8,612 9,144
28,773 25,586
388 548
37,774 35,278

NOTE 3

Staff costs and remuneration

DKK'000 2020 2019
Salary and wages 28,756 25,579
Other social security costs 17 7
Total staff costs 28,773 25,586

Staff costs presented under following

account balances

Administrative costs 28,773 25,586
Total staff costs 28,773 25,586
Average number of employees 3 3
DKK'000 2020 2019
Remuneration to the Board of Directors1
Bo Rygaard 1,050 660
Juha Christensen 698 507
Scanes Bentley 476 387
Hege Skryseth 128 0
Åsa Riisberg 192 0
Pernille Fabricius 172 804
Robbert Kuppens 278 159
Pekka Ala-Pietilä 0 669
Thomas Broe-Andersen 0 0
Carsten Gomard 2 0 637
Total 2,993 3,824
Remuneration to the Executive Management1
André Rogaczewski 7,159 7,032
Total 25,801 22,394
Total share-based remuneration expensed 7,731 4,541
Thomas Johansen 1,681 987
Claus Jørgensen 3,025 1,777
André Rogaczewski 3,025 1,777
Total short term remuneration 18,070 17,853
Thomas Johansen 4,002 3,919
Claus Jørgensen 6,909 6,902

Remuneration to Executive Management and Board of Directors is recognised as administrative costs.

2 Including consulting fee paid to legal entity controlled by the Board member, see note 15.

Staff costs and remuneration (continued)

During 2020, 96,741 RSUs (105,470 RSUs) were granted of which 26,161 (44,605) were granted to Executive Management and 70,580 (60,865) were granted to Other Key Management Personnel and other employees.

The fair value of the granted RSUs at grant date was DKK 78.1 million (DKK 44.1 million). The cost associated herewith is expensed over the vesting period with DKK 24.8 million in 2020 (DKK 13.9 million)

2018 Shares allocated (Group employees1

2019 Shares allocated (Group employees1

1

The number of shares granted is determined by the stock price on the grant day, measured against the value of grant for each person.

The share-based incentive programme based on RSUs will continue in 2021. The company's share-based incentive schemes are further detailed in the Group's Remuneration report.

DKK'000 2020 2019
Share-based remuneration expensed:
Management 7,731 4,541
Other Key Management Personnel (note 8) 1,710 970
Group employees (note 8) 15,313 8,395
Total 24,754 13,906

The cost related to Group employees is expensed in the financial statements of subsidiaries.

) 88,190 0 -32,147 0 56,043 17,100 31 December 2021

) 0 60,865 -20,792 -1,278 38,795 12,554 31 December 2021

Restricted stock units in Netcompany share 1 January 2020 Issued Expensed Cancelled Outstanding Value atgrant date Vesting year
No. No. No. No. No. DKK'000
2018 Shares allocated (management) 16,413 0 -11,002 0 5,411 5,214 30 June 2021
2018 Shares allocated (Group employees1) 56,043 0 -27,661 -3,513 24,870 17,100 31 December 2021
2019 Shares allocated (management) 30,835 0 -15,460 0 15,375 9,200 31 December 2021
2019 Shares allocated (Group employees1) 38,795 0 -19,923 -2,673 16,199 12,554 31 December 2021
2020 Shares allocated (management) 0 26,161 -8,067 0 18,094 9,200 31 December 2022
2020 Shares allocated (Group employees1) 0 70,580 -24,261 -2,457 43,862 24,822 31 December 2022
Total allocated shares 142,086 96,741 -106,374 -8,643 123,811 78,090
Restricted stock units in Netcompany share 1 January 2019 Issued Expensed Cancelled Outstanding Value atgrant date Vesting year
No. No. No. No. No. DKK'000
2018 Shares allocated (management) 27,385 0 -10,972 0 16,413 5,214 30 June 2021

2019 Shares allocated (management) 0 44,605 -13,770 0 30,835 9,200 31 December 2021

Total allocated shares 115,575 105,470 -77,680 -1,278 142,086 44,068

Group Employees consists of Other Key Management Personnel and Group Employees.

Depreciation Tax NOTE 4 NOTE 6

2020 2019
388 548
388 548
Administrative costs 388 548
Total Depreciation 388 548
DKK'000 2020 2019
Current tax -1,947 -3,520
Change in deferred tax -1,700 -998
Total current tax -3,647 -4,518
Profit/loss before tax -16,911 -20,643
Tax at a rate of 22% -3,720 -4,542
Tax-based value of non-deductible expenses 73 23
Total current tax -3,647 -4,518
Effective tax rate 21.6% 21.9%

NOTE 5

Financial income and expenses

DKK'000 2020 2019
Financial income
Intra-group interest income 25,030 24,944
Total Financial income 25,030 24,944
Financial expenses
Intra-group interest expenses 14,733 7,444
Interest expenses, leasing 12 23
Interest expenses on bank loan 13,661 18,788
Other finance charges 4,308 7,093
Total Financial expenses 32,714 33,348

Right of use assets NOTE 7

DKK'000 2020 2019
Cost at 1 January 715 1,339
Remeasurement 153 -465
Additions 356 515
Disposals -542 -674
Cost at 31 December 682 715
Depreciation at 1 January -248 -375
Disposals 542 674
Depreciation for the year -388 -548
Depreciation at 31 December -94 -248
Carrying amount at 31 December 588 467

NOTE 8

Investments in subsidiaries

DKK'000 2020 2019
Cost at 1 January 1,601,682 1,592,317
Additions1 17,023 9,365
Cost at 31 December 1,618,705 1,601,682
Carrying amount at 31 December 1,618,705 1,601,682

1 Additions relates to share-based remuneration incurred by the Parent on behalf of staff employed in subsidiaries (note 3).

NOTE 8

Investments in subsidiaries (continued)

Subsidiaries: (DKK'000) Form ofenterprise Ownership Equity Result
NC TopCo A/S,
Copenhagen, Denmark2 A/S 100 % 1,875,741 339

2 Annual Report 2019

Accounting principles

Investments in subsidiaries are recognised and measured at cost. Dividend is recognised as income when the right is finally obtained.

The carrying amount of investments in subsidiaries is examined at the balance sheet date in order to determine if there is any indication of impairment.

Impairment test for investments

The subsidiaries of the Parent are considered independent cash-generating entities. In the event of any indication of impairment of the carrying amount (cost) of investments in subsidiaries, any impairment loss is determined based on a calculation of the value in use of the relevant subsidiary.

If dividends distributed exceed the subsidiary's comprehensive income in the period for which dividend is distributed, this is considered an indication of impairment.

For the years ended 31 December 2020 and 2019, all subsidiaries are performing according to the plan with satisfactory earnings, and hence Management has concluded that there are no impairment indicators that require a detailed impairment test to be performed.

Cash and cash equivalents

DKK'000 2020 2019
Deposits at banks 8,685 15,203
Total cash and cash equivalents 8,685 15,203

NOTE 11

Borrowings

DKK'000 2020 2019
Non-current liability1 760,556 958,642
Current liability 0 0
Total borrowings 760,556 958,642

1 According to the Group loan agreement, Netcompany has the opportunity to voluntarily make instalments at the Group's discretion before the loan matures in 2023.

NOTE 10

Share capital

The share capital equals DKK 50,000,000 divided into shares of DKK 1 each or multiples hereof.

The shares have not been divided into classes. Please see note 20 in the consolidated financial statement.

DKK'000 Currency Maturity Type ofinterest Amortisedloan cost Nominalvalue Carryingamount
Bank loans DKK 2023 Floating 4,626 765,182 760,556
2020 4,626 765,182 760,556
DKK'000 Currency Maturity Type ofinterest Amortisedloan cost Nominalvalue Carryingamount
Bank loans DKK 2023 Floating 6,540 965,182 958,642
2019 6,540 965,182 958,642

Other payables NOTE 12

DKK'000 2020 2019
Wages and salaries, payroll taxes, social
security costs, etc. payable 5,767 6,324
VAT and duties 1,588 1,719
Other costs payable 466 630
Total other payables 7,821 8,673

NOTE 14

Financial risks and financial instruments

DKK'000 2020 2019
Categories of financial instruments
Receivables from Group entities 1,266,946 1,271,811
Financial assets measured at amortised cost 1,266,946 1,271,811
Cash 8,685 15,203
Financial assets measured at fair value 8,685 15,203
Borrowings 760,556 958,642
Leasing 591 473
Trade payables 594 0
Payables to Group entities 812,727 695,677
Other payables 7,821 8,673
Financial liabilities measured at amortised cost 1,582,289 1,663,465

NOTE 13

Working capital changes

DKK'000 2020 2019
Change in receivables 594 -1,236
Change in payables -258 1,199
Total working capital changes 335 -37

Financial risks and financial instruments (continued)

Policy for management of financial risks

The Parent's objective at all times is to limit the Parent's financial risks.

The Parent manages the financial risks and coordinates cash management and management of interest rate and currency risks based on financial risk policies agreed with the Board of Directors.

Liquidity risks

The Parent attempts to maximise flexibility and minimise risks. At 31 December 2020, the Parent has unutilised credit facilities of a total of DKK 699.9 million (DKK 534.8 million) excluding an acquisition facility of DKK 400.0 million (DKK 400.0 million).

Credit risks

In 2020 and 2019, the Parent has not realised any credit losses. At 31 December 2020 and 2019, the credit risk is primarily relating to intercompany receivables where the credit risk is considered remote and the Parent has made a provision of DKK 0 for expected credit losses.

Currency risks

The Parent is only to a limited extent exposed to foreign currency risks. The main part of the Parent's transactions is in DKK.

Interest rate risks

The interest-bearing liabilities relates to the loans obtained to finance acquisitions in previous years. Following the IPO in 2018, Netcompany Group entered into one overall bank agreement. The bank agreement consists of committed facilities constituting a primary facility agreement of DKK 750.0 million, an ancillary facility of DKK 750.0 million and an optional facility of DKK 400.0 million limited to acquisitions, whereof DKK 765.2 million has been utilised on borrowings and DKK 34.9 million on guarantees through subsidiaries.

The bank loan carried floating interest rates at 31 December 2020, which is depending on the financial leverage. Current interest rate at 1.1% is equal to a yearly bank loan interest expense of DKK 8.4 million.

If the interest rate changes 'one step up', due to changes in leverage, a new interest rate of 1.35% will be applicable equal to interest expenses of DKK 10.3 million, which leads to an increase in financial expenses of DKK 1.9 million. According to the loan agreement, it is not possible to get a lower interest rate than the current rate achieved.

Optimisation of the capital structure

The Parent regularly assesses whether its capital structure is in accordance with the Parent's and the Shareholders´ interest. The overall objective is to ensure a capital structure that supports long term growth whilst maximising returns for the Parent's owners by optimising the equity-to-debt ratio.

Related parties NOTE 15

As at 31 December 2020 there are no shareholders with controlling interest.

Large shareholders (>5%) consists of

  • AC NC Holding ApS: 10.30% (Denmark)
  • The Capital Group Companies: 5.26% (United Kingdom)

Please refer to Shareholder Informaton in Management Commentary.

Related parties with significant influence are the company's Executive Management, Board of Directors and their related parties. Furthermore, related parties are companies in which the above persons have significant interests, as well as subsidiaries and joint venture to the Group. All transactions with related parties are made on arm's length terms. The Parent earns fee income from subsidiaries in relation to administrative services amounting to DKK 30.0 million (DKK 24.0 million).

Transactions with Carsten Gomard Holding ApS comprise mainly of consultancy services amounting to DKK 0 (DKK 0.4 million).

There were no transactions with members of Executive Management or members of the Board of Directors of the Group, other than remuneration, and furthermore no loans were granted to the Board of Directors or Executive Management in 2020 and 2019.

Ownership

The part of Netcompany Group A/S owned by Executive Management and the Board of Directors is specified in the Remuneration report.

NOTE 16

Collateral provided and contingent liabilities

Netcompany Group A/S will provide continuing financial support to Netcompany Holdings UK Limited, Netcompany UK Limited and Netcompany Netherlands B.V. for a period up until February 2022.

The Parent has provided collateral for bank guarantees initiated by its subsidiaries towards its customers.

There are no collaterals provided for the Group's bank loan.

NOTE 17

Joint taxation

As of 16 April 2018, the Parent joined the national taxation arrangement and became the administrative company of the Danish subsidiaries. The current

income tax is allocated among the jointly taxed companies in proportion to their taxable income ("full allocation method").

NOTE 18

Events after the balance sheet date

No events have occurred after the balance sheet date, which would influence the evaluation of this Annual Report.

Statement By the Board of Directors and Executive Management

The Board of Directors and the Executive Management have today considered and approved the Annual Report of Netcompany Group A/S for the financial year 1 January - 31 December 2020 for the Group and the Parent. The Annual Report is prepared in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for Annual Reports and additional requirements of the Danish Financial Statements Act.

In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group's and the Parent's financial position at 31 December 2020 and of the results of their operations and cash flows for the financial year 1 January - 31 December 2020 for the Group and the Parent.

In our opinion, the management commentary contains a fair review of the

development of the Group's and the Parent's business and financial matters, the results for the year and of the Parent's financial position and the financial position as a whole of the entities included in the consolidated financial statements, together with a description of the principal risks and uncertainties that the Group and the Parent face.

We recommend the Annual Report for adoption at the Annual General Meeting.

Copenhagen, 28 January 2021

Executive management

André Rogaczewski Chief Executive Officer

Claus Jørgensen Chief Operating Officer

Thomas Johansen Chief Financial Officer Board of Directors

Bo Rygaard Chairman

Juha Christensen Vice Chairman

Scanes Bentley

Hege Skryseth

Åsa Riisberg

Independent auditor's report

To the Shareholders of Netcompany Group A/S

Opinion

We have audited the consolidated financial statements and the parent financial statements of Netcompany Group A/S for the financial year 1 January 2020 – 31 December 2020, which comprise the statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement and notes, including a summary of significant accounting policies, for the Group as well as for the Parent. The consolidated financial statements and the parent financial statements are prepared in accordance with International Financial Reporting 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 financial statements give a true and fair view of the Group's and the Parent's financial position at 31 December 2020, and of the results of their operations and cash flows for the financial year 1 January 2020 – 31 December 2020 in accordance with International Financial Reporting Standards as adopted by the EU and additional

requirements of the Danish Financial Statements Act.

Our opinion is consistent with our audit book comments issued 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 the 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 financial statements section of this auditor's report. We are independent of the Group in accordance with the International Ethics Standards Board of Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

To the best of our knowledge and belief, we have not provided any prohibited non-audit services as referred to in Article 5(1) of Regulation (EU) No 537/2014.

We were appointed auditors of Netcompany Group A/S for the first time on 16 April 2018 for the financial year 2018. We have been reappointed annually by decision of the general meeting for a total contiguous engagement period of two years up to and including the financial year 2020.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements and the parent financial statements for the financial year 1 January 2020 – 31 December 2020. These matters were addressed in the context of our audit of the consolidated financial statements and the parent financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition, including the measurement and recognition of work in progress and provisions Refer to notes 18 and 24 in the consol-

idated financial statements.

At 31 December 2020, the carrying value of the Group's work in progress amounted to a net asset of DKK 434.9 million represented by sales value of work performed of DKK 1,083.5 million less prebilled invoices of DKK 648.6 million. Furthermore, the Group has recognised a provision of DKK 0 million covering onerous contracts and project risks.

Significant judgements are required by Management in determining the stage of completion and estimating profit on fixed price projects, including assessment of specific project risks and assessment of potential onerous contracts. In addition, the Group's accounting for arrangements with multiple elements is subject to complexity, as the total contract value is allocated to each identified element and recognised as revenue as the services are delivered.

Independent auditor's report (continued)

Due to the complexity in the judgements combined with the significance of revenue and work in progress, revenue recognition based on the stage of completion method and measurement and recognition of work in progress are considered to be a key audit matter.

How the matter was addressed in our audit

As part of our audit procedures, we obtained an understanding of the process for determining time and cost-tocomplete estimates and the process for identifying potential onerous contracts and projects with significant project risks and how provisions are determined for such onerous contracts and for identified projects with significant project risks.

We tested the internal controls relating to monitoring of project development, time registration, estimation of time and cost-to-complete and identification and assessment of project risks and potential onerous contracts.

We obtained an overview of the Group's contracts in progress during the year and at 31 December 2020. We selected a sample of contracts to be tested in detail from a statistical approach and based on an

assessment of project risk and materiality. For the selected contracts, we tested and challenged the Group's assumptions for determining stage of completion, estimation of expected time and cost-to-complete and estimated profits and we tested the application of the Group's accounting for multiple element arrangements. Furthermore, we tested and challenged the Group's accounting, identification and assessments in relation to change orders, warranty issues, onerous contracts and other identified project risks.

For contracts completed during the year, we have – among other audit procedures - applied audit procedures to match revenue transactions with external payment data and compared actual profitability with original expected profitability to assess the completeness and accuracy of Management's assumptions applied throughout the contract periods.

Statement on the management commentary

Management is responsible for the management commentary.

Our opinion on the consolidated financial statements and the parent

financial statements does not cover the management commentary, and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements and the parent financial statements, our responsibility is to read the management commentary and, in doing so, consider whether the management commentary is materially inconsistent with the consolidated financial statements and the parent financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

Moreover, it is our responsibility to consider whether the management commentary provides the information required under the Danish Financial Statements Act.

Based on the work we have performed, we conclude that the management commentary is in accordance with the consolidated financial statements and the parent financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of the management commentary.

Management's responsibilities for the consolidated financial statements and the parent financial statements

Management is responsible for the preparation of consolidated financial statements and parent financial statements that give a true and fair view in accordance with International Financial Reporting 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 consolidated financial statements and parent financial statements that are free from material misstatement, whether due to fraud or error.

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

Independent auditor's report (continued)

Auditor´s responsibilities for the audit of the consolidated financial statements and the parent financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements and the parent 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 the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or 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 these consolidated financial statements and these parent financial statements.

As part of an audit conducted in accordance with ISAs and the 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

consolidated financial statements and the parent financial statements, whether due to fraud or error, design and per-form 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'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 consolidated financial

statements and the parent 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'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 consolidated financial statements and the parent 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 Entity to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements and the parent financial statements, including the disclosures in the notes, and whether the consolidated financial statements and the parent financial statements represent the underlying transactions and events in a manner that gives a true and fair view.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with a 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, related safeguards.

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

Independent auditor's report (continued)

the parent 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 or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Copenhagen, 28 January 2021

Deloitte Statsautoriseret Revisionspartnerselskab

Business Registration No 33 96 35 56

Brian Schmit Jensen State Authorised Public Accountant MNE no 40050

Appendix

Key figures and financial ratios have been compiled in accordance with the following calculation formulas.

*Marked formulas have been calculated in accordance with

"Recommendations & Financial Ratios" issued by the Danish Finance Society.

Gross profitmargin* Gross profit x 100 EPS* Net profit Return oninvested Net profit x 100
= Revenue = Average outstanding shares =capital(ROIC)* Average invested capital
EBITA* = Net profit ROIC(Adjusted Net profit x 100
Operating profit + AmortisationEPS diluted* = Average outstanding shares+ Diluted shares =forGoodwill)* Average invested capital– average Goodwill
EBITAmargin* EBITA x 100 Free cashflow* Cash flow from operating activities Solvency Equity x 100
= Revenue =- Capex =(equityratio)* Total assets
AdjustedEBITA =EBITA + Special items Cost spent to buy intangible and=tangible assets, excluding impact frombusiness acquisitions. Equity per=share* Equity excluding non-controllinginterest at year-end
Capex* Number of circulating sharesat year-end
AdjustedEBITAmargin Adjusted EBITA x 100 Cashconversionratio Free cash flow x 100 Price/book=value* Share price at year-end
= Revenue = Net profit - Amortisation and deferredtax of amortisation Equity per share at year-end
Operatingprofitmargin* Operating profit x 100 Days sales=outstanding* Trade receivables x days =Market value Number of shares, excluding treasuryshares, year-end x share price atyear-end
= Revenue Revenue
EBITDA* =EBIT + Depreciation and amortisation Return on = Net profit for the period x 100
equity* Average equity

Company information

Netcompany Group A/S Grønningen 17 1270 Copenhagen Denmark CVR no. 39488914 Tel.: +45 7013 1440 E-mail: [email protected]

Auditor

Deloitte Statsautoriseret Revisionspartnerselskab Weidekampsgade 6 2300 Copenhagen S Denmark

Annual Report design BystedFFW

Annual Report 2020