ANNUAL REPORT 2023 CodeLab Capital AS

codelabcapital.com

Shareholder letter from Group CEO

Dear shareholders,

2023 has been a transformative year for the company with big events impacting the strategy, operations, and financial numbers of the CodeLab Capital group. In April last year we sold our Norwegian operations comprising of the EHR and App business units, including subsidiaries to EG. The divestment was driven by a deliberate choice to focus on the Uniscale technology, which we believe has an even higher value creation potential. We have chosen strategically to put all our efforts into unlocking the opportunities in Uniscale by having full dedication and focus on succeeding. The divestment in itself was in our view a success as we found a good new home to our previous Norwegian colleagues, handing over a market leader to a strong buyer with good synergies, and by the way of financial terms.

The transaction was done at a valuation multiple that of our share price and gave us the opportunity to repay all debts and pay out an extraordinary dividend to our shareholders. We wanted to prioritize to give something back to all our investors!

As part of our changed strategy through the year we have now gathered most of the organization in Copenhagen. Building a culture, establishing good processes and commercialization of the technology have been key focus areas. Late 2023 Uniscale launched its first product to the market. Since then, Uniscale has built up sales and CX departments, both of which are now heavily involved in day to day work of improving our commercial efforts.

As part of going from a market leader position with healthy economics, we are now more in the scale-up phase for a pre-revenue company. This requires a different mentality and mindset compared to previous years.

CodeLab Capital AS remains fully committed to support our subsidiary Uniscale, and for the foreseeable future that will be the only focus.

Obviously, the big changes have had a notable impact on our financial numbers as well. 2023 is a financial year with four months of divested businesses included. More importantly is the year-end state of the group. With a smaller organization follows lower costs, and the balance sheet is slimmed down and simplified.

Second half of 2023 we dedicated to fully focus on laying the building blocks for future success of Uniscale. This also came at an expense on our investor relations activities, but we will strive to communicate often and with transparency in everything we do to our shareholders.

2024 has started with some amazing news from the product side, and we are doing good progress commercially. We are really enthusiastic about what the future can bring, and I promise that we will do our outmost to succeed. We would like to thank you all for your support which enables us to continue our journey.

Best regards,

Kristian Ikast Chief Executive Officer CodeLab Capital AS

Board of Directors Report

Overview

CodeLab Capital AS was established in 2014 and is headquartered in Oslo, Norway. The company is listed on Euronext Growth and had year-end offices in Oslo (Norway), Copenhagen (Denmark), and Odense (Denmark).

For a long time CodeLab Capital's subsidiaries have been holding a leading EHR position in Norway and has primarily been known for their cloud solutions for health professionals. Since April 2023, following the divestment of these businesses, CodeLab Capital AS is a holding company with 100% ownership of the technology company Uniscale AS. Today, the company is making software development tools to the broader B2B-market.

Going concern

The operational and financial development of CodeLab Capital and its subsidiaries are as expected by the Board of Directors and in accordance with the companies' plans. Uniscale has achieved great progress on product development, and the current phase (2024) is more directed towards commercial efforts by reallocating investments and focus towards sales, customer experience and marketing. Uniscale is experiencing strong development on all these important parameters for success evidenced by increased commercial momentum in 2024. The Board of Directors believes the current strategy and that the abovementioned investments could create substantial value if successful. In order to continue with this path, CodeLab Capital and its subsidiaries are reliant on further capital being available. Striving for openness in the communication, CodeLab has already announced this to the market. As such, in accordance with the Accounting Act §3-3a, the Board recognises that there is a material uncertainty related to the funding of the Group that may cast significant doubt on the entity's ability to continue as a going concern.

Review of the consolidated annual accounts

The company's consolidated figures contain numbers from divested businesses in the period 01.01.2023 to 20.04.2023. It is relevant to note that both 2022 and 2023 numbers are significantly affected by divested businesses figures and don't adequately reflect the current cost and revenue base. As such the most important notes on revenue and costs in this report highlights the divested businesses' impact.

CodeLab's consolidated operating revenue for 2023 was NOK 93.8 million compared to NOK 195 million in 2022. Of the 93.8 million in 2023, 59.1 million are revenues consolidated from divested businesses, and 34.7 million are related to profit from the one-time IP sale from Uniscale AS to Patientsky SaaS Norway AS (now EG Norge AS).

Reported operating result (EBIT) for 2023 amounted to NOK 51.7 million, compared to NOK -149.2 million in 2022. CodeLab's consolidated net financial income for 2023 was NOK -24.4 million compared to -25.5 million in 2022. The financial cost for 2023 is impacted by the call price paid from early execution of the bond loan during April.

100% of the 2023 result of NOK 30 million is attributable to stockholders of the parent company.

The carrying amount of CodeLab's assets was 138.1 million in 2023, compared to NOK 914.8 million in 2022. The decline is mainly related to the divestments and their assets. Research and development decreased by 220 million during the year, of which NOK 90.3m were related to the IP sale. The period also includes a change from 10 years lifetime to 5 years lifetime for intangible assets, resulting in an accelerated depreciation of accumulated research and development. Non-current assets were NOK 76 million where total intangible assets accounted for NOK 62 million. Current assets were NOK 62.4 million whereof cash and cash equivalents represent NOK 57.2 million.

CodeLab had no long-term liabilities at the end of 2023. CodeLab's equity ratio was 97 percent at the end of 2023, compared to 66 percent at the end of 2022.

Net cash outflows from operating activities were NOK -59.3 million for the year, compared to NOK -110.1 million in 2022. The rather big deviation in 2023 compared to the operating result is due to the gains booked in connection with the divestments.

Net cash flows from investing activities were NOK 794.5 million for the year, compared to NOK -74.0 million in 2022. Cash flow from investing activities are impacted by the divestments, while NOK 37.3 million is related to R&D. There have been no/limited investments related to maintenance. The investments in R&D are expected to generate revenue over the next years but is to be considered an upfront investment with delayed returns. Net cash flow from financing activities was NOK -737.5 million for the year, compared to NOK -2.0 million in 2022. The financing activities in 2023 contained larger than usual transactions. In connection with and after the divestments the company decided to repay all bond loans to become debt free, and pay an extraordinary dividend of NOK 2.50 per share due to the accretive transaction that was made.

R&D activity

The group is actively involved in R&D activities, developing software and intellectual property. Please see note 4 for further details.

Review of the parent company's annual accounts

Operating result (EBIT) of the parent company CodeLab Capital AS for 2023 was NOK -24.6 million compared to NOK -20.1 million in 2022. Net financial expense was NOK -537.3 million for 2023 (versus NOK 32.7m in 2022), mainly driven by write down of shares in subsidiaries. Net loss for 2023 was NOK -564.9 million compared to profit of NOK 10.6 million in 2022. Total equity for the parent company following allocated profit for the year, was NOK 211.2 million at the end of 2023 (versus NOK 1,271.6m in 2022).

Net cash flow from operating activities was NOK -9.9 million for the year, compared to NOK 19.5 million in 2022. Net cash flow from investment activities was NOK 736.4 million, while net cash flow from financing activities was NOK -737.5 million for the year 2023 (the corresponding figures for 2022 were NOK -206.3m and NOK 0m respectively). The cash flow statement for 2022 follows the classification of 2023, and will thus deviate from last year's report (although the total cash flow remains unchanged).

Social responsibility and working environment

CodeLab conducts its business with strong dedication to operate in accordance with responsible, ethical, sustainable and sound business principles. The employees' well-being, health and safety in the workplace are crucial to our success as a business. We strive for equal treatment in all aspects of the organization and welcome diversity and complementary skills and personalities.

CodeLab group had 22 employees at the end of 2023. The sickness absence rate in CodeLab was 2.5 percent in 2023 (4.1 percent in 2022). No accidents or injuries occurred during the year. At the end of 2023 CodeLab had 30% female employees and 70% male employees, with many different nationalities.

There have been no environmental or personal litigations through the year. Ordinary personnel cases are part of the day-to-day operations. The working environment has changed during the year. In the first 4 months the majority of our employees was located in Oslo, Norway. After the divestment the operational activities of the Group have mainly found place in Copenhagen, Denmark. The organization consists of different teams, sitting together and collaborating. The working environment is considered good with new employees joining through second half of the year brining both competence and energy to the organization.

The board is responsible for any share incentive scheme offered to the employees.

More details on social responsibility can be found on the company's website, where the report on the Transparency Act will be published.

Insurance policy

The Company's board of directors and management are covered through a standard Directors and Officers liability insurance policy. The insurance policy covers all subsidiaries and their directors and officers. The insurance is limited to NOK 50 million.

Impact on external environment

CodeLab's activities do not directly pollute or have any negative effect on the environment. The datacenter capacity currently rented is in jurisdictions predominately operating on renewable energy sources. We will continue to advocate green solutions within our field of business.

Financial and market risks

CodeLab is exposed to liquidity risks. In order to be able finance its operations and mitigate the effects of fluctuations in cash flows, CodeLab ensures that adequate cash resources (i.e. cash and cash equivalents) are readily available by entering into financing arrangements. In case of a breach of the terms and conditions of such arrangement, a lender may be entitled to withdraw parts or all of its commitment.

Furthermore, if, for any reason or at any time, CodeLab cannot get access to liquidity on commercially acceptable terms or at all, the business, results of operations, financial condition and/or prospects of CodeLab may be materially adversely affected.

CodeLab's insurance may not cover all potential losses and liabilities. CodeLab's insurance coverage may under certain circumstances not protect CodeLab from all potential losses and liabilities that could result from its operations. The occurrence of a loss or liability against which CodeLab is not fully insured, could reduce its revenues or otherwise impair its ability to meet its financial obligations.

CodeLab is exposed to counterparty risk. CodeLab is exposed to counterparties' ability to fulfil their commitments. If a counterparty is unable to fulfil its obligations and CodeLab is forced to enter into similar arrangements with another counterparty, this may result in an increase in CodeLab's costs. If one or more of the abovementioned counterparty risks materializes, it could have an adverse effect on CodeLab's business, results of operations, financial condition and/or prospects.

CodeLab and its subsidiaries are subject to several market risks which it has limited control over. Risks include financial markets and how that impacts the evaluation of CodeLab's financial instruments, demand and adoption for the technologies that the company brings to the market, and other market risks that can impact the company's development negatively.

Events after the balance sheet date

Notable events after 31.12.2023 include the acquisition of 100% of the shares in Acerat Limited at a price of NOK 6 000 000,- And the technological breakthrough in AI-prompting announced to the market March 6th 2024. The latter could prove to be a valuable feature, although still early to conclude, that Uniscale can benefit from commercially.

Outlook 2024

2023 was a year with big changes for CodeLab Capital AS driven by the divestment of the Norwegian operations and the App business, announced in March 2023. In the latter part of 2023 and in the years to come the Board is fully committed to support our subsidiary Uniscale to succeed with its products in the market. Being able to really improve the software development business on a global scale is motivating. Now a lot of the prerequisites are in place for commercial roll-out. The board's primary objective in 2024 is to ensure that Uniscale has the necessary tools to succeed. This include both strategic direction, operational parameters and funding. The opportunity for value creation is tremendous, but there are still a lot of things and hard work that need to be in place for Uniscale to blossom.

31/05/23 The Board of CodeLab Capital AS

Chairman of the Board member of the Board

Jesper Melin Ganc-Petersen Nikolaj Helsinghoff Andersen

Kristian Ikast CEO & member of the Board

CONSOLIDATED ANNUAL FINANCIAL STATEMENT

CodeLab Capital AS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

Amounts in NOK	Note	2023	2022

Revenue	2,20	59 171 471	195 005 651
Gain on sale of IP	20	34 679 936	0
Total revenues and other operating income		93 851 407	195 005 651
Direct costs related to services delivered	20	-8 756 948	-32 290 552
Employee benefit expense	3,20	-60 271 130	-125 154 552
Depreciation, amortisation and impairment expense	4,20	-42 394 311	-120 886 531
Gain/(loss) on sale of subsidiaries	6,20	128 623 710	0
Other operating expenses	3,5,20	-59 332 486	-65 873 996
Total operating expenses		-42 131 164	-344 205 631
Operating profit / loss (EBIT)		51 720 243	-149 199 979
Interest income	20	9 222 843	8 969 342
Other financial income	20	3 089 972	57 624
Interest expense	6,20	-13 320 582	-29 200 069
Other financial expenses	6,20	-23 420 621	-5 382 192
Net financial income and expense		-24 428 387	-25 555 296
Profit/loss before tax		27 291 856	-174 755 275
Income tax expense	7	-2 750 144	-20 166 490
Net profit / (loss)		30 042 000	-154 588 785
Transferred to other equity	8	30 042 000	-154 588 785
Profit / (loss) attributable to:
Attributable to stockholders of the parent	8	30 042 000	-154 588 785
Attributable to non controlling interests	8	0	0
Total		30 042 000	-154 588 785

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS

Amounts in NOK	Note	2023	2022

Intangible assets
Research and development	4	62 075 487	282 515 851
Customer relations	4	0	408 257 981
Deferred tax asset	7	0	0
Goodwill	4	0	91 767 321
Total intangible assets		62 075 487	782 541 153

Tangible assets
Property, plant and equipment	4	10 958 421	20 269 134
Total tangible assets		10 958 421	20 269 134

Non-current financial assets
Long-term receivables	10	2 602 140	7 210 719
Total non-current financial assets		2 602 140	7 210 719

Total non-current assets		75 636 048	810 021 006
Current assets
Trade receivables	11	324 038	33 181 140
Other receivables	12	4 915 397	11 677 566
Cash and cash equivalents	13	57 226 063	59 946 929

Total current assets		62 465 498	104 805 634
Total Assets		138 101 546	914 826 641

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

EQUITY AND LIABILITIES

Amounts in NOK	Note	2023	2022

Share capital	8,14,18	27 315 914	27 315 914
Paid-in capital	8,18	101 205 689	1 167 080 033
Other paid-in equity		5 031 425	3 472 412
Total paid-in equity		133 553 028	1 197 868 359
Accumulated deficit	8,18	0	-598 447 625
Total equity		133 553 028	599 420 734
Non Current liabilities
Deferred tax liability	7	-	41 045 985
Bond loan	6,15	-	217 491 167
Total non current liabilities		-	258 537 152
Current liabilities
Trade payables		1 005 375	11 939 437
Public duties payable		348 531	9 019 464
Other short-term liabilities	16	3 194 612	35 909 854
Total current liabilities		4 548 517	56 868 755
Total liabilities		4 548 517	315 405 907
TOTAL EQUITY AND LIABILITIES		138 101 546	914 826 641

CONSOLIDATED STATEMENT OF CASH FLOWS

Amounts in NOK	Note	2023	2022
Cash flows from operating activities
Profit (loss) before taxes		27 291 856	-174 755 275
Gain on sale of IP	20	-34 679 936	0
Gain on divested operations	20	-128 623 710	0
Share based remuneration	3	1 721 513	2 316 510
Net financial items	6	24 428 387	25 555 296
Depreciation and amortization	4	42 394 311	120 886 531
Change in accounts receivables		32 857 101	10 844 266
Change in accounts payables		-10 934 063	3 372 334
Change in other working capital items		-37 074 173	-71 032 562
Other non-cash items from divested entites		32 082 993	0
Interests received		9 222 843	9 026 966
Interests paid		-13 276 388	-30 252 350
Items classified as investing/financing activities	9	-4 750 000	-6 117 882
Net cash flows from operating activities		-59 339 265	-110 156 166
Cash flows from investment activities
Purchase of property, plant and equipment and
intangible assets	4	-37 305 531	-80 096 136
Net proceeds from derecognition of divested entities,
net of divested cash	20	705 511 431	0
Proceeds from sale of IP	20	125 000 000	0
Prepayment of purchase of shares	12	-3 500 000	0
Proceeds from grants (SkatteFUNN)	9	4 750 000	6 117 882
Net cash flows from investment activities		794 455 900	-73 978 254
Cash flows from financing acitvites
Repayment of bond	15	-240 195 825	0
Net change in other long term debt		0	-1 988 841
Payments of dividends	8	-497 156 718	0
Payments of transaction costs equity transactions	8	-162 500	0
Net cash flows from financing activities		-737 515 043	-1 988 841
Net change in cash and cash equivalents		-2 398 408	-186 123 261
Effects of exchange rate changes on cash and cash equivalents		-10 457	15 570
Effect of translation differences from foreign operations		-312 001
Cash and cash equivalents as of 1 January	12	59 946 930	246 054 620
Cash and cash equivalents as of 31 December	12	57 226 063	59 946 930

31/05/23 The Board of CodeLab Capital AS

Jesper Melin Ganc-Petersen Nikolaj Helsinghoff Andersen Chairman of the Board member of the Board

Kristian Ikast CEO & member of the Board

Notes 1-21

CONSOLIDATED FINANCIAL STATEMENTS

Accounting Principles

Basis of preparation

The consolidated financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway (NGAAP). The consolidated financial statements are presented in NOK. The parent entity's functional currency is NOK.

Use of Estimates

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts in the profit and loss statement, the measurement of assets and liabilities and the disclosure of contingent assets and liabilities on the balance sheet date. Underlying results can differ from these estimates. Key judgemental items include the useful life of R&D (5 years), capitalized costs and deferred tax assets.

Consolidation

The Group's consolidated financial statements comprise Codelab Capital AS and companies in which Codelab Capital AS has a controlling interest. A controlling interest is normally obtained when the Group owns more than 50% of the shares in the company and can exercise control over the company. Codelab Capital AS has two whollly-owned subsidiaries as of year-end 2023, Uniscale AS (functional currency NOK) and Uniscale ApS (functional currency DKK). The consolidated financial statements have been prepared in accordance with the same accounting principles for both parent and subsidiary. When preparing the consolidated financial statements, intra-group transactions and balances, along with gains and losses on transactions between group entiteis have been eliminated. Subsidiaries are fully consolidated from the date on which control is obtained and consolidated until such control ceases.

Foreign currency

Foreign currency transactions are recorded at the exchange rate on the transaction date. Monetary items are translated to the year-end exchange rates. Changes in the carrying amount of such assets due to exchange rate movements between the transaction date and the balance sheet date are recognized as a foreign currency gain or loss classified as a financial item in the consolidated statement of profit or loss.

Revenue Recognition

Services are recognized as revenue as the service is delivered to the customer over the period of the customer contract. Revenue from subscription services and longer term contracts (over twelve months) is recognized evenly on a monthly basis in accordance with the customer agreement. During 2023 revenue is recognized related to the divested subsidiaries. No revenue was recognized after 30 April 2023.

Classification and valuation of current assets

Current assets consist of items that fall due for payment within one year of the balance sheet date. Initial recognition of receivables from customers and other short-term receivables is at transaction value after deducting a provision for expected losses. The provision for losses is made on the basis of an individual assessment of the respective receivables. In addition, when deemed necessary by management, an unspecified provision is made to cover expected losses on claims in respect of customer receivables. Accounts receivable are subsequently measured at amortized cost.

Leases

Leases for office space and other items are recognized as operating leases, and lease expense is recognized as the contractual amount incurred. The Group does not have any financial leases.

Research and development

Development expenses are capitalized to the extent that one can identify a future economic benefit related to the development of an identifiable intangible asset and where the acquisition cost can be measured reliably. Development related activities that do not meet these criteria are expensed as incurred. Capitalized development expenses are depreciated on a straight-line basis over its economic lifetime. Continuous impairment tests are conducted across all our R&D related activities and capitalized values, to assure that the value-in-use is intact.

Property, plant and equipment

Property, plant and equipment (PP&E) consists of tangible assets intended for long-term ownership and use. PP&E assets are valued at acquisition cost less depreciation and write-downs. Plant and equipment is capitalized and depreciated over the economic lifetime of the asset. Direct maintenance of plant and equipment is expensed on an ongoing basis under operating costs, while additions or improvements are added to the asset's cost price and depreciated in line with the asset. Plant and equipment is written down to the recoverable amount in the event of a fall in value that is not expected to be temporary. The recoverable amount is the higher of the net sales value and the value-in-use. Value-in-use is the present value of future cash flows related to the asset. The writedown is reversed when the basis for the write-down is no longer present.

Tax

The tax charge in the profit and loss account consists of taxes payable for the period and the change in deferred tax. Deferred tax is calculated at the tax rate at 22% on the basis of tax-reducing and tax-increasing temporary differences that exist between accounting and tax values, and the tax loss carried forward at the end of the accounting year. Tax-increasing and tax-reducing temporary differences that reverse or may reverse in the same period are offset and entered net. The net deferred tax asset / liability is recognized in the balance sheet to the extent that it is likely that it can be utilized.

Share based payments

Share based payments are measured at fair value at the date of the grant and are expensed over the vesting period. The share-based payment expense takes into account attrition rates and social security tax (measured at the end of each year and depends on the options being in the money or not) and are based on the Black & Scholes valuation method. Outstanding options are standard American options with a 5-year duration.

Statement of cash flows

The cash flow statement has been prepared using the indirect method. Cash and cash equivalents consist of cash and bank deposits.

Operating segments

Operation segments	2023	2022
Revenue	59 171 471	195 005 651
IP sale	34 679 936
Total	93 851 407	195 005 651

Geographical areas
Norway	93 851 407	194 714 371
Other countries		291 280
Total	93 851 407	195 005 651

SaaS revenue

The period from 01.01.2023 – 20.04.2023 includes consolidated figures from divested SaaS businesses. For more information regarding divested business, see note 20. In 2023 there are no revenues from Uniscale products as they are still in the start-up phase.

IP sale

Intangible assets in Uniscale AS were sold to PatientSky SaaS Norway AS as part the sale of the subsidiaries. See note 20 for additional details.

Salaries and other personnel expenses

Salaries and personnel expenses	2023	2022
Salaries	70 160 172	131 824 215
Employer's national insurance contributions	5 743 120	14 562 805
Pension expense	2 863 639	6 676 485
Share based expenses	1 721 513	2 316 510
Share option settlement	162 500	-
Other personnel expenses	712 274	11 693 780
Capitalized R&D costs	(21 092 088)	(40 213 773)
Total salaries and other personnel expenses	60 271 130	125 154 552
Number of employees at the end of the reporting	29	200

For more information regarding divested business, see note 20.

The Codelab Capital group companies capitalize personnel costs related to development projects. The majority of the development in 2023 is related to the Uniscale product suite. For more information see Note 4.

Pension plan

Employees are members of a defined-contribution pension scheme pursuant to the local regulations. All employees in Norway are required to have an occupational pension plan in accordance with Norwegian legislation on pensions ("lov om obligatorisk tjenestepensjon"). The Norwegian companies' pension plan meet the requirements of this legislation. The premiums paid are expensed as incurred. Total pension cost related to the non-divested intities was NOK 1,688 thousands in 2023. The cost for Uniscale AS was NOK 124 thousands and Unidcsale ApS NOK 1,564 thousands.

Remuneration to leading personnel

Total remuneration to Group CEO in 2023 amounted to NOK 6 201 473. Fees paid to the board directors amounted to NOK 376 667.

The remuneration consisted of NOK 2 784 420 in ordinary salary, NOK 664 499 in pensions and other benefits. In addition, the Group CEO received NOK 2 752 554 in bonus that was triggered by the sale of PatientSky SaaS AS and PatientSky App AS. The CEO also has, as part of his employment agreement, an annual bonus which is dependent on certain criteria being met. These criteria are reviewed once a year and established together with the board, but can maximum constitute 50% of his fixed salary. For 2023 there are no bonus payment according to employment contract.

Remuneration to auditors	2023	2022
Ernst & Young AS
Statutory audit	2 114 903	4 284 417
Other services	-	63 840
Total remuneration to auditors	2 114 903	4 348 257
Amounts in NOK, excluding VAT
PricewaterhouseCoopers AS
Statutory audit	229 802	-
Other services	-	-
Total remuneration to auditors	229 802	-
Amounts in NOK, excluding VAT

Auditors were changed in 2023 from Ernst & Young AS to PricewaterhouseCoopers AS. Remuneration to auditors is not accrued for the audit of the previous year. Remuneration to auditor is expensed when the service is delivered.

Option agreements

Note 3

Codelab Capital AS has entered into option agreements with several leading personnel. The vast majority of the options granted was done in 2021 and 2022. The agreements follow much of the same structure, hereunder vesting periods and strike price. All strike prices were adjusted, according to the agreement, during 2023 following the cash dividend of NOK 2,50 per share that was paid in May. The strike prices were adjusted with the same amount.

During 2023 there has been a change in the number of options granted due to option holders leaving the company representing 1 362 000 options. All such options are no longer owned by any individual and does not constitute a future possible dilution or cost. The outstanding, not exercised, numbers of options held by key employees at year end 2023 is 2 800 000 options. The different circumstances of the employees leaving have direct impact on the costs booked for the year (accelerated costs, reversal, cash settlement etc).

There has also been an adjustment to the booked costs for 2022 due to applying a different approach to the future value of the options. The differences applied in historical financials include more accurate vesting periods and grant dates per option holder and updated volatility calculations (52% vs 83% in 22 accounts).

Overview of booked costs:	2023	2022
Share based payment expenses, gross	1 303 380	4 021 980
Adjustments 2022		(1 355 555)
Accelerated, cancelled, forfeited and settled options	418 133	-349 915
Share based payment	1 721 513	2 316 510

The option scheme expense. The expense in 2023 is NOK 1 721 513. The 2023 share based payment expense was adjusted for forfeited, accelerated and expired options in the amount of NOK 418 133. The comperative amount in 2022 is NOK 2 316 510 which includes adjustments of NOK 1 705 470 to correct prior period expense recognition.

During 2023, the company cash settled 62 000 options at a cost for the company of NOK 162 500 in accordance with the specific employee agreement and taking into account the market value of the shares vs the strike price.

The recognized expense takes into account the vesting periods and is based on a Black & Scholes valuation using the following key assumptions:

	Kristian	Christoffer	Sesame
	Ikast	Mathiesen	Baker
# of options	1 500 000	1 000 000	300 000
Strike price (pre adjustment of strike)	3,225	3,225	3,225
Risk-free interest rate	1,297	1,297	2,768
Volatility	0,52	0,52	0,52
Grant date	03.sep.21	05.sep.21	01.mai.22
Option life	5 years	5 years	5 years
Fair value of option at grant date Share based payment expense for 2023 for options	1,95	1,95	1,21
outstanding at year end	780 000	429 000	94 380

Option holders at year end 2023:

Note 3

Kristian Ikast, CEO, 1 500 000 options, fully vested and exercisable.

Christoffer Mathiesen, CFO, 1 000 000 options, 300 000 fully vested and exercisable.

Sesame Baker, Head of People & Culture, 300 000 options, no options fully vested.

All options forfeited, unless vested, after 5 years from grant date. CodeLab Capital has the right to settle the exercised options in cash or by issuance of shares. No options were granted in 2023.

Outstanding options	2023	2022	2021
Beginning of year	3 662 000	3 862 000	-
New grants	-	300 000	3 862 000
Forfeited / cancelled	(300 000)	(500 000)	-
Expired	-	-	-
Vested	-	-	-
Settled	(562 000)	-	-
Options outstanding at year end	2 800 000	3 662 000	3 862 000
Option vested and exercisable at year end	1 800 000	-	-

Intangible assets and property, plant and equipment assets

				Equipment and
2023	Goodwill	Customer relations	R&D costs	other fixed assets	Total
Acquisition cost at 01.01.	139 850 773	635 346 399	348 282 130	72 004 920	1 195 484 222
Additions assets			37 305 531		37 305 531
Acquisition costs of sold assets/IP			(131 150 144)	(58 542 811)	(189 692 955)
Write-off of intangible assets	(139 850 773)	(635 346 399)			(775 197 172)
Acquisition cost of SaaS R&D			(179 714 333)		(179 714 333)
Acquisition cost at 31.12.	-	-	74 723 184	13 462 109	88 185 292

Accumulated depreciation 01.01.	48 083 452	227 088 418	65 766 279	51 735 786	392 673 935
Depreciation for the year	2 294 183	10 206 450	22 231 588	7 662 090	42 394 311
Accumulated depreciation of sold assets/IP			(40 830 080)	(56 894 188)	(97 724 268)
Accumulated depreciation of written-off assets	(50 377 635)	(237 294 868)	(34 520 090)		(322 192 593)
Accumulated depreciation 31.12.	-	-	12 647 696	2 503 688	15 151 385

Carrying amount as at 31.12.	-	-	62 075 487	10 958 421	73 033 908

Useful life	10 years	3-10 years	5-10 years *	5-10 years
Depreciation/amortization plan	Straight-line	Straight-line	Straight-line	Straight-line

*Management has changed the assessment for useful life regarding the R&D costs from 2023 from 10 to 5 year. This change is accounted for prospectively and therefore has no effect on previous years.

Goodwill and Customer relations

Based on management's judgment related to business projections goodwill is expected to have useful life of 10 years. Goodwill is related to acquisitions of Infodoc AS, Acino AS, Hove Medical Systems AS and Programvareforlaget AS. Goodwill is initially measured at the acquisition date, as the excess of the aggregate of consideration transferred and the amount recognized over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill was written-off after the sale of these subsidiaries in 2023.

Customer relations was acquired at the same time as a goodwill and written-off after the sale of these subsidiaries in 2023.

R&D costs

Development expenses are capitalized to the extent that management has identified a future economic benefit related to the development of an identifiable intangible asset and where the acquisition cost can be measured reliably.

R&D additions assets reflect the company's development of Uniscale products. Out of NOK 37 305 531 capitalized R&D, NOK 21 092 088 is capitalized cost of internal employees, and NOK 16 213 443 is capitalized cost of external developers.

Note

Other operating expenses

Other operating expenses	2023	2022
Software licenses and computer systems	5 921 015	11 279 876
Accounting and auditing	4 547 109	15 360 240
Legal fees	5 259 631	6 186 206
Other external services*	39 857 893	10 757 139
Office premises costs	8 600 860	15 013 687
Other operating expenses	11 359 421	46 581 550
Capitalized R&D costs**	16 213 444 -	39 304 701 -
Total	59 332 486	65 873 996

* includes payments to related parties. For more details please see note 19.

** for more information regarding R&D costs, see note 4.

Approximately NOK 6 500 000 of the total office premises costs in the amount of NOK 8 600 860 are related to divested subsidiaries.

Significant leasing agreements that are a part of the ongoing continuing business are listed below.

Operating Lease	Annual rent	Contract starts	Contract ends	Option to renew
Office space Copenhagen	2 165 638	01.04.2022	31.10.2027	Yes

Note

Financial items

	2023	2022
Interest income	9 222 843	8 969 342
Other financial income	3 089 972	57 624
Interest expense	13 320 582	29 200 069
Other financial expenses	23 420 621	5 382 192
Net financial income and expenses	24 428 387	25 555 295

Specification of interest expense	2023	2022
Cash-paid bond interest expense	7 794 518	15 763 313
Other interest expense	5 526 064	13 436 757
Interest expenses	13 320 582	29 200 069

Specification of other financial expenses	2023	2022
Early redemption call-option fee	15 195 825	-
Amortization cost related to bond	7 508 833	4 329 911
Other interest expense	715 963	1 052 281
Other financial expenses	23 420 621	5 382 192

Note

Taxes

Specification of income tax expense:	2023	2022

Changes in deferred tax asset / liability	41 045 985	-20 166 491
Change in deferred tax asset due to divested entities	-43 796 130
Taxable income	0
Tax on profit/loss	-2 750 144	-20 166 491
Specification of temporary differences:
Fixed assets	861 965	142 501 483
Customer relations	0	408 257 982
Receivables	0	-14 812 200
Other short-term liabilities	0	-9 845 187
Other temporary differences	0
Temporary differences	861 965	526 102 078
Losses carried forward	-214 174 223	-237 957 434
Interest carried forward	-5 646 752	-7 567 055
Not included in deferred tax base	218 959 010	-94 004 951
Total	0	186 572 638
Net deferred tax	0	41 045 985

Due to changes in Group structure and business in 2023, the Group is not in a position where they meet the criteria for capitalization of deferred tax asset, as the remaining business of the group do not generate revenues as of 2023. Deferred tax assets are therefore not recognized. Re-assessment will be performed going forward.

Profit/ (Loss) before taxes	27 291 856	-174 755 275
22 % tax on Profit/(Loss) before taxes	6 004 208	-38 446 160
Permanent differences and other differences	3 561 764	1 203 885
Effect of deferred tax base not included in the balance sheet	68 506 836	17 075 784
Tax effect on other tax rates for foreign subsidiaries	0	-
Tax effects due to divested entities	-81 421 828
Calculated Income tax expense	-2 750 144	-20 166 492
Effective income tax rate*	-10,1 %	11,5 %

Losses carried forward	2023	2022
Codelab Capital AS (prev. Pasientsky Group AS)	28 223 317	4 769 438
Uniscale AS (prev. Pasientsky AS)	185 950 906	213 147 420
PS Mipco AS	-	5 399 751
Patientsky Hosting AS	-	1 736 277
Programvareforlaget	-	2 295 737
Patientsky App AS	-	1 376 942
Patientsky Saas Norway AS	-	9 150 317
Acino AS	-	81 552
Total	214 174 223	237 957 434

Ordinary tax rate is 22% for all the companies in the group

Note

Equity

			Other paid-in
	Share capital	Share premium	equity	Retained earnings	Total equity
Equity at 31 December 2022	27 315 914	1 167 080 033	5 404 304	-600 379 517	599 420 734
Correction of option agreements recognition for 2021
and 2022			-1 931 892	1 931 892	0
Equity at 01 january 2023	27 315 914	1 167 080 033	3 472 412	-598 447 625	599 420 734
Share-based payment expense			1 721 513		1 721 513
Share option settlement			-162 500		-162 500
Additional dividend paid-out		-497 156 718			-497 156 718
Translation differences				-312 001	-312 001
Profit/ (loss) for the year				30 042 000	30 042 000
Reclassification of share premium		-568 717 626		568 717 626	0
Equity at 31 December 2023	27 315 914	101 205 689	5 031 425	0	133 553 028

Note

Government grants receivable

	2023	2022
Uniscale AS	-	4 750 000
Infodoc AS (divested)	-	1 048 869
Sum	-	5 798 869

	2023
Opening balance 01.01	5 798 869
Cash received	4 750 000
Divested receivable	1 048 869
Closing balance 31.12	-

The SkatteFUNN R&D tax incentive scheme is a government program designed to stimulate research and development (R&D) in Norwegian trade and industry. Grants received from Skattefunn in 2022 and 2021. Cash was received from SkatteFUNN in 2023 in the amount of NOK 4 750 000.

The funds received from government grants have been accounted for as a reduction of expenses. There has not been any projects related to SkatteFunn in 2023.

Note

Long-term receivables

Long-term receivables	2023	2022
Deposits	2 602 140	7 210 719
Total	2 602 140	7 210 719

Deposits are connected to leases of office facilities. The change in deposits in 2022 to 2023 relates to leases held by divested subsidiaries.

Account receivables

Trade receivables	2023	2022
Accounts receivables	324 038	36 557 761
Provisions for losses	-	3 376 621
Total	324 038	33 181 140

Note 10

Other receivables

Other receivables	2023	2022
Other short term receivables	659 297	1 526 013
Prepayment for Acerat acquisition	3 500 000	-
Advances on wages and salaries	-	4 000
Prepaid rental expenses	-	412 140
Prepaid operating expenses	756 100	3 785 246
Receivables SkatteFUNN	-	5 950 166
Total	4 915 397	11 677 566

For prepayment of Acerat acquisition see Subsequent event disclosure.

Cash and cash equivalents

Cash and cash equivalents	2023	2022
Restricted cash-tax withholding	1 192 740	4 158 652
Cash and cash equivalents	56 033 323	55 788 277
Total	57 226 063	59 946 929

The Group has several bank accounts in Norwegian Kroner, and one bank account in Danish Kroner. The latter is used to pay the Danish salaries and vendors. In 2022, the Group had a Cash pool agreement with Danske Bank, owned by the parent company.As of 2023 the Group does not participate in the cash pool agreement.

Share capital and shareholder information

The share capital in the company at 31 December 2023 consists of

		NOK	NOK
Overview	Number	Nominal amount	Carrying value
Ordinary shares	198 862 687	0,14	27 315 914

Ownership structure

Shareholders as of 31 December 2023:

Name	Shares	Ownership share	Voting share
CODEE HOLDING AS	122 573 943	61,64 %	61,64 %
NORDNET LIVSFORSIKRING AS	8 031 038	4,04 %	4,04 %
ACIER AS	7 595 901	3,82 %	3,82 %
LIVERMORE INVEST AS	6 917 076	3,48 %	3,48 %
Nordnet Bank AB	6 225 489	3,13 %	3,13 %
SAFE HAVEN AS	4 050 602	2,04 %	2,04 %
LORENTZEN HOLDING AS	3 000 000	1,51 %	1,51 %
LORENZ AS	2 035 297	1,02 %	1,02 %
VIKINGSTAD INVEST AS	2 000 000	1,01 %	1,01 %
MARA CAPITAL AS	2 000 000	1,01 %	1,01 %
Other shareholders	34 433 341	17,32 %	17,32 %
Total number of shares	198 862 687	100 %	100 %

Chairman, Board of Directors at PatientSky Group AS, Jesper Melin Ganc-Petersen, holds 100% of share in Codee Holding AS, and therefore has indirectly ownership of 61,64% shares through Codee Holding AS. The CEO, Kristian Ikast have through KI Holding 2020 ApS 739 808 shares, 0,37% of the shares. In addittion he holds options for 1 500 000 shares.

For information on related parties see note 19.

For information on option agreement for management see note 3.

Bonds

Bonds	2023	2022
Bonds	-	217 491 167
Total bonds	-	217 491 167

CodeLab Capital AS issued a 4-year senior secured NOK denominated bond on 11 November 2020. The face value of the bond is NOK 225 million. The bond outstanding in the 2022 accounts was repaid in full on 27th April 2023. The group has no other long term liabilities.

(7 794 518) (15 195 825) -22 990 343	(15 763 313) - -15 763 313






-	217 491 167
7 508 833
(225 000 000)
2 750 515	2 750 515
5 525 644	5 525 644
(5 659 992)	(5 659 992)
(10 125 000)	(10 125 000)
225 000 000	225 000 000

Note 15

Other short-term liabilities

Other short-term liabilities	2023	2022
Prepayments from customers	-	14 096 111
Unpaid holiday pay	1 512 000	11 842 424
Liabilities to employees	198 337	1 214 247
Other accrued expenses	1 440 801	6 361 617
Accrued interest	-	2 307 875
Other	43 474	87 580
Total	3 194 612	35 909 854

List of subsidiaries

			Ownership/ voting
Subsidiary	Parent company	Office	share
Uniscale AS	Codelab Capital AS	Oslo, Norway	100 %
Uniscale Denmark ApS	Uniscale AS	Copenhagen, Denmark	100 %

Related party transactions

Overview of transactions with related parties	2023	2022
Codee Consulting AS	6 550 000	-
Codee Holding AS	1 066 249	1 351 640
Fjordium Property AS	274 193	-
Total	7 890 442	1 351 640

Management has assessed that all related party transactions are conducted at market rates based on an arm's length principle.

Codee Consulting

Codee Consulting AS is wholly owned by Jesper Melin, Chairman of the Board. The company has offered consultancy and advisory services through 2023. This includes interim CEO position in Uniscale AS and active primary advisory role in the divestment of the SaaS and App businesses, which the company carried through without ordinary financial advisor.

A conditional one-time bonus payment in the amount of NOK 3 200 000 was paid for services rendered as acting Uniscale CEO in 2023.

Codee Holding

Codee Holding AS is wholly owned by Jesper Melin, Chairman of the Board. Transactions reflect hired fulltime employee functioning as executive assistant for the group.

Fjordium Property AS

Fjordium Property AS is wholly owned by Jesper Melin, Chairman of the Board. Transactions reflect office spaces in Norway, where Uniscale AS has operations.

Going concern

The operational and financial development of CodeLab Capital and its subsidiaries are as expected by the Board of Directors and in accordance with the companies' plans. Uniscale has achieved great progress on product development, and the current phase (2024) is more directed towards commercial efforts by reallocating investments and focus towards sales, customer experience and marketing. Uniscale is experiencing strong development on all these important parameters for success evidenced by increased commercial momentum in 2024. The Board of Directors believes the current strategy and that the abovementioned investments could create substantial value if successful. In order to continue with this path, CodeLab Capital and its subsidiaries are reliant on further capital being available. Striving for openness in the communication, CodeLab has already announced this to the market. As such, in accordance with the Accounting Act §3-3a, the Board recognizes that there is a material uncertainty related to the funding of the Group that may cast significant doubt on the entity's ability to continue as a going concern.

Divestment of PatientSky SaaS Norway AS and PatientSky App AS (PatientSky)

CodeLab Capital AS, through its subsidiary Uniscale AS (previously PatientSky AS), entered into a share purchase agreement on 5 March 2023 to sell all the shares in its subsidiaries PatientSky SaaS Norway AS and PatientSky App AS to EG Norge AS. The transaction received clearance from the Competition Authorities in Norway on the 11th of April 2023 and was completed on 20 April 2023.

The transaction meant that CodeLab Capital's subsidiary Uniscale AS sold majority of its business and assets, including the PatientSky SaaS EHR software (with related customer contracts). Among the businesses that were sold were the operations of Hove Medical Systems, Infodoc, PatientSky SaaS Norway and PatientSky App, which all supported the primary healthcare sector in Norway, especially general practitioners, specialist doctors and physiotherapists with business critical electronic health record systems.

All liabilities between the seller Uniscale AS and the buyer were settled at closing and there are no contingent liabilities, earn-outs or similar related to the divested businesses as per year end 2023.

IP transfer

Uniscale AS sold IP assets to PatientSky SaaS Norway AS with a purchase price of NOK 125 million at the same time as Uniscale sold the shares. The purchase price for the IP was settled in connection with the transfer of the shares.

Cash flow effect of transaction

The net proceeds from derecognition of divested entities, net of divested cash is NOK 705 511 431. This is the agreed transaction price NOK 784 328 914 less the divested cash in the PatientSky subsidiaries in the amount of NOK 78 817 483.

Sale of PatientSky subsidiaries	Group
Agreed transaction price PatientSky	784 328 914
Net assets / (liability) for PatientSky	168 180 534
Goodwill on consolidation at date of sale	89 473 138
Customer relations on consolidation at date of sale	398 051 531
Gain / (Loss) on sale of PatentSky	128 623 710

Sale of IP assets	Group
Agreed transaction price Uniscale IP	125 000 000
Book value IP at date of sale	90 320 064
Gain / (Loss) on sale of IP	34 679 936

Settlement of PatientSky intercompany loans	Codelab	Uniscale	Total
Repayment of intercompany loans and payables from divested entities	548 056 660	65 592 983	613 649 643
Interest on loans from divested entities	16 712 683		16 712 683
Total			630 362 326

Effects on the financial statements

Note 21

The 2022 and 2023 consolidated financial statements include the divested businesses with 12 and 4 months of P&L impact, respectively. The divestment was completed April 20th 2023.

Due to the divestment in 2023 and subsequent changes in strategy, operations and organizational setup, the 2022 accounts are not directly comparable to the 2023 financial statements.

	Discontinued	Continuing
Profit & loss items - 2023	operations	operations	Total
Amounts in NOK	2023	2023	2023

Revenue	59 171 471	0	59 171 471
Gain on sale of IP	34 679 936	0	34 679 936
Total revenues and other operating income	93 851 407	0	93 851 407
Direct costs related to services delivered	-8 657 428	-99 520	-8 756 948
Employee benefit expense	-26 353 297	-33 917 833	-60 271 130
Depreciation and amortisation expense	-20 534 187	-21 860 124	-42 394 311
Gain/(loss) on sale of subsidiaries	128 623 710	0	128 623 710
Other operating expenses	-11 472 188	-47 860 298	-59 332 486
Total operating expenses	61 606 610	-103 737 775	-42 131 164
Operating profit / (loss) (EBIT)	155 458 017	-103 737 775	51 720 243
Interest income	701 127	8 521 716	9 222 843
Other financial income	0	3 089 972	3 089 972
Interest expense	-16 767 879	3 447 297	-13 320 582
Other financial expenses	-213 790	-23 206 830	-23 420 621
Net financial income and expense	-16 280 542	-8 147 845	-24 428 387
Profit/loss before tax	139 177 475	-111 885 620	27 291 856

Note 22

Events after the balance sheet date

ANNUAL FINANCIAL STATEMENT

CodeLab Capital AS

STATEMENT OF PROFIT OR LOSS

Amounts in NOK	Note	2023	2022

Employee benefit expense	2	1 758 532	2 316 510
Other operating expenses	2,3	22 811 185	17 839 628
Total operating expenses		24 569 717	20 156 138
Operating profit / loss (EBIT)		-24 569 717	-20 156 138
Interest income from group companies	4,5	16 975 903	50 744 140
Other interest income	4	7 733 689	8 039 981
Other financial income	4	0	26 718
Write-down of long-term investments	4,8	529 049 833	0
Interest expenses	4	10 001 907	21 861 083
Other financial expenses	4	22 920 708	4 245 685
Net financial income and expense		-537 262 855	32 704 071
Profit/loss before tax		-561 832 573	12 547 933
Tax on ordinary result	6	3 057 290	1 960 426
Net profit / (loss)	7	-564 889 863	10 587 507
Brought forward
Extraordinary dividend		497 156 718	0
Transferred to other equity		-1 062 046 581	10 587 507
Net brought forward		-564 889 863	10 587 507
Profit / (loss) attributable to:
Attributable to stockholders of the parent		-564 889 863	10 587 507
Attributable to non controlling interests		0	0
Total		-564 889 863	10 587 507