Volue ASA

Annual Report (ESEF) • Apr 5, 2024

VOLUE ASA - 549300WCI347SOTFJB71 - 2024 549300WCI347SOTFJB71 2023-01-01 2023-12-31 549300WCI347SOTFJB71 2022-01-01 2022-12-31 549300WCI347SOTFJB71 2022-01-01 2022-12-31 volu:ShareCapitalAndSharePremiumMember 549300WCI347SOTFJB71 2022-01-01 2022-12-31 ifrs-full:TreasurySharesMember 549300WCI347SOTFJB71 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 549300WCI347SOTFJB71 2022-01-01 2022-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 549300WCI347SOTFJB71 2022-01-01 2022-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 549300WCI347SOTFJB71 2022-01-01 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 549300WCI347SOTFJB71 2022-01-01 2022-12-31 ifrs-full:NoncontrollingInterestsMember 549300WCI347SOTFJB71 2023-01-01 2023-12-31 volu:ShareCapitalAndSharePremiumMember 549300WCI347SOTFJB71 2023-01-01 2023-12-31 ifrs-full:TreasurySharesMember 549300WCI347SOTFJB71 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 549300WCI347SOTFJB71 2023-01-01 2023-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 549300WCI347SOTFJB71 2023-01-01 2023-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 549300WCI347SOTFJB71 2023-01-01 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 549300WCI347SOTFJB71 2023-01-01 2023-12-31 ifrs-full:NoncontrollingInterestsMember 549300WCI347SOTFJB71 2022-12-31 volu:ShareCapitalAndSharePremiumMember 549300WCI347SOTFJB71 2023-12-31 volu:ShareCapitalAndSharePremiumMember 549300WCI347SOTFJB71 2021-12-31 volu:ShareCapitalAndSharePremiumMember 549300WCI347SOTFJB71 2022-12-31 ifrs-full:TreasurySharesMember 549300WCI347SOTFJB71 2021-12-31 ifrs-full:TreasurySharesMember 549300WCI347SOTFJB71 2023-12-31 ifrs-full:TreasurySharesMember 549300WCI347SOTFJB71 2022-12-31 ifrs-full:RetainedEarningsMember 549300WCI347SOTFJB71 2023-12-31 ifrs-full:RetainedEarningsMember 549300WCI347SOTFJB71 2021-12-31 ifrs-full:RetainedEarningsMember 549300WCI347SOTFJB71 2022-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 549300WCI347SOTFJB71 2021-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 549300WCI347SOTFJB71 2023-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 549300WCI347SOTFJB71 2022-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 549300WCI347SOTFJB71 2023-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 549300WCI347SOTFJB71 2021-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 549300WCI347SOTFJB71 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 549300WCI347SOTFJB71 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 549300WCI347SOTFJB71 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 549300WCI347SOTFJB71 2022-12-31 ifrs-full:NoncontrollingInterestsMember 549300WCI347SOTFJB71 2023-12-31 ifrs-full:NoncontrollingInterestsMember 549300WCI347SOTFJB71 2021-12-31 ifrs-full:NoncontrollingInterestsMember 549300WCI347SOTFJB71 2022-12-31 549300WCI347SOTFJB71 2021-12-31 549300WCI347SOTFJB71 2023-12-31 iso4217:NOK iso4217:NOKxbrli:shares Technology for a sustainable tomorrow Annual report 2023 Contents Volue in brief 3 Letter from the CEO 6 Board of Directors’ report 9 Consolidated financial statements 21 Parent company financial statements 55 Independent auditor’s report 71 Members of the Board 74 Alternative Performance Measures 78 3 Annual Report 2023 Volue in brief Volue in brief Volue was established in March 2020 from four merged companies. Since listing, Likron was acquired in 2020, ProCom in 2021, and Enerim Oy’s Wholesale Markets business in 2023. Volue transferred its listing from Euronext Growth to Oslo Børs in May 2021. Volue is a leading supplier of technology and an enabler of the green transition. We offer software, insight and services that lead the European and Japanese markets’ transition to robust and sustainable services critical for society. Our market-leading products optimise energy production, trading, distribution and consumption, as well as infrastructure and construction projects. Our mission is to realise a cleaner and more profitable future for our 2,500+ customers and the global society. Volue has a growing customer base across Europe, the Nordics and Japan. Volue operates in three main fields: energy, power grid, and infrastructure. Through our analysis, planning operations, asset management and monetisation, we create value out of volatility. Our work directly facilitates the green transition and increases revenues for our customers – including utilities, large multinationals, grid operators, and new market entrants. Purpose We realise the green transition Vision To develop technology for a sustainable tomorrow Mission To build a global technology leader who provides innovative services ciritcal to society, unlocking a cleaner, better and more profitable future 4 Annual Report 2023 Volue in brief Volue by numbers 800+ EMPLOYEES 2 500 CUSTOMERS IN 40+ COUNTRIES 30+ OFFICES IN 8 COUNTRIES Where we are: Volue’s HQ Volue’s offices Countries where Volue has customers 5 Highlights 2023 • Operating revenues of NOK 1 464 million, 20 per cent overall growth • Adjusted EBITDA of NOK 267 million with a margin of 18 per cent • EBITDA of NOK 208 million with a margin of 14 per cent • Solid performance in ARR business, with steady growth in new SaaS business • Sales of strategic importance in all segments • Strong traction in Japan adding to European footprint Key figures Amounts in NOK million and per cent 2023 2022 2021 2020 Operating revenues 1464 1,217 1,039 892 Adjusted EBITDA 267 203 214 197 Adjusted EBITDA margin (per cent) 18% 17% 21% 22% EBITDA 208 147 138 148 Operating profit 79 40 45 82 Ordinary profit for continued operations 36 19 28 60 Operating cash flow from continued operations 91 123 138 230 NIBD (negative denomination = net asset) 391 -426 -382 -432 Equity 850 809 767 743 Equity ratio (%) 40% 43% 44% 50% Annual Report 2023 Volue in brief 6 Annual Report 2023 Leer from the CEO Leer from the CEO Through digital platforms and innovative solutions, Volue delivers software and services critical to society for a cleaner, better, and more profitable future. 2023 saw this message told to audiences new and old, from the Nordics, Europe and, increasingly, within East Asia. We have developed and delivered products and services that support all market operators in taking part in the energy transition. We have worked hard to lay the groundwork for all participants to do so, and 2023 has seen this strategy come to fruition. The work of my colleagues last year directly supported our ongoing organic growth and increased revenues, which in turn supported our steadfast ambition: to become the number one software and software-backed service provider to the European energy system by 2030. By focusing on the energy systems of tomorrow, we are delivering growth and profitably for our customers today. Delivering on our goals and ambitions I am pleased that this report illustrates that all our I wrote in our 2022 annual report that our central ambition for 2023 was to continue the growth of our revenues. I also made clear that we would increase our focus on profitability, noting that we would introduce measures in order to deliver this. I am delighted that this annual report illustrates the success of this strategy, and I greatly welcome the opportunity to present the financial and operational highlights of last year. ambitious goals have been met, a point that makes me immensely proud. Volue has delivered on the guidance of 15 percent long-term organic growth, and we have grown the scalable ARR business in line with our long-term targets. Our focus on new initiatives steadily improved profitability and cash conversion in 2023, while we have continued to explore structural growth opportunities, like the acquisition of Enerim Oy’s Wholesale Markets business line. I believe that 2023 was the first year since launch that saw us truly harness available market opportunities. All the opportunities are now there for further growth, and we are ready to take them. This is an incredibly exciting prospect not only within the next 12 months, but for the years ahead. Our offering supports ongoing market requirements I have long emphasised to our stakeholders that Volue continues to invest for scalable growth and profitability. This investment has delivered a product portfolio that has positioned the company as a market leader in technologies and services that meet the needs of market requirements. With Volue Energy Market Services, we have introduced and embraced cutting edge technology, machine learning and algorithms. When paired with our highly competent team, this continues to optimise our customers’ assets while reducing risk in the financial and physical power markets. Our Energy Production Planning Software continues to provide solutions for tomorrow’s challenges. We support our customers with groundbreaking software for automation of the entire value chain of power production planning and energy trading. With Power Grid, our software enables grid companies to design, maintain, analyse and monitor their grid in real-time. This cloud-based solution is widely trusted to streamline work processes and helps users deliver smarter, greener energy. With Volue Energy Trading Software, we lead the way with automated short-term energy trading of power and gas. This is an innovative algo-trading solution and quantitative trading strategies for spot markets, which enhances business performance. 7 And with our Insight by Volue platform, we offer accurate and comprehensive fundamental and price forecasts tailored for participants in the energy markets. Whether it’s intraday, day ahead, or a more long-term perspective, we’ve got you covered with our Pan-European models. Finances in focus 2023 was a year when intermittent renewables were brought online at a speed that we had never witnessed before. This in turn created more volatility, increased transactions and new market entrants, continuously increasing the demand for our energy software offering. The changes in the market can best be illustrated by the number of algo-trades executed on the Volue platform. Since listing, this has increased by 138 percent, from 21 million to 50 million in 2023. The development from 2022 to 2023 is worth highlighting. In this period, volatility significantly decreased from the extremes of 2022, but the number of algo trades on our platform increased by 35 percent. This is a testament not only to our ability to bring customers onto the platform, but also the underlying movement in the market, which is moving at greater speeds. With that context in mind, we started the year strongly by reporting operating revenues of NOK 339 million in the first quarter of 2023, an increase of 19 percent from the first quarter of 2022. This saw ARR and SaaS revenues increasing, illustrating the initial benefits derived from our investment in growth. Annual Report 2023 Leer from the CEO The second quarter saw us announce that annual recurring revenues stood at NOK 236 million, illustrating 25 percent growth compared to last year. This represented our strongest growth in ARR since listing. In the third quarter, our annualised ARR base broke the barrier of NOK 1 billion, ending at NOK 1,081 million in the quarter, representing an important milestone for the company. At the speed the markets are changing, opportunities are opening up for our business across the board, and our task is to pursue the right ones. In order to do so, we will continue to be focused, both organically and structurally. Delivering an electrified future Electrification serves as the cornerstone for a sustainable future, revolutionising energy with unmatched efficiency and environmental advantages. Its importance has increased, driven in part by global commitments to increased sustainability, an understandable need for enhanced energy security, and the aim to reduce carbon emissions in the face of climate change. Undoubtedly, a key driver for the success of this shift will be the widespread adoption of renewable energy sources, such as solar and wind power. As electrification emerges as the primary avenue toward a greener future, it will reshape our approach to energy, while creating new opportunities for us. Our work has played, and will continue to play, a direct role in supporting this electrified future. While significant strides were made in 2023, we acknowledge that there is much more to come in the years ahead. I am excited by that prospect. 8 Energy Market Services and Energy Production Planning Software 2023 saw us announce the acquisition of Enerim Oy’s Wholesale Markets business line. This was followed by the launch of our Energy Market Services product line. Simply put, it has delivered a Nordic market leader for software-backed services in the renewables sector, positioned to be a leader in Europe by 2030. The launch and use of Smart Power was also widely welcomed by the sector in 2023. This was our biggest development project to date and illustrated the culmination of years of hard work, working together with some of Europe’s leading power producers. Smart Power stands as a testament not only to the value we place in optimising power generation portfolios, but also to our resolute dedication to sustainability and resource efficiency. Annual Report 2023 Leer from the CEO By acknowledging the pivotal role of automation in enhancing and streamlining operational processes, the use of Volue Smart Power illustrates our unwavering commitment to empowering energy producers, enabling them to maintain their competitive edge. This transformative shift will not only boost revenues for energy operators throughout Europe and Japan, but will also play a vital role in facilitating a sustainable transition towards cleaner energy sources. Looking to the future We maintain our long-term ambition of NOK 2 billion in revenues, including M&A, by 2025. With a strong track record of success spanning several regions, markets, and diverse product areas, we approach this ambition with strong foundations for sustainable and profitable growth. Taking into account our prolonged cash flows and safeguards against churn, Volue is well on its way to achieving this target. All that remains for me to say is thank you. Thank you for taking the time to read this year’s annual report, thank you to my colleagues, and thank you to our customers and stakeholders. Trond Straume 9 Annual Report 2023 Board of Directors’ report Board of Directors’ report Volue reported solid performance with strong growth and margin expansion for the full year 2023. The Group delivered operating revenues of NOK 1,464 million (1,217 million) and adjusted EBITDA of NOK 267 million (203 million) with an adjusted EBITDA margin of 18 per cent. The Group delivered EBITDA of NOK 208 million (147 million) with an EBITDA margin of 14 per cent. All product lines delivered strong operational performance, and good sales closing during the year. The Group is continuing to build a highly sticky customer base and has since 2018 reported an average yearly churn well below 2 per cent. Growth and scalability are core to improving margins over time, and Volue continues to strategically invest to scale for further growth. The growth in operating revenues of 20 per cent year on year was driven by all segments, and organic growth came in at 16 per cent. The Power Grid and Infrastructure segments were stronger growth contributors than in recent years. The Energy segment grew at a rate of 22 per cent from 2022. Expansion of the European footprint and growing international activities are the main drivers for growth through new markets and solutions such as trading, optimisation, forecasting and analyses. Annual recurring revenues reached NOK 987 million, a 29 per cent growth from 2022, while SaaS revenues showed a 41 per cent growth year on year. The market remains strong and attractive as the shift towards green, non-controllable energy sources drives increased volatility and complexity for customers, requiring dynamic and cloud- based software solutions. On 30 June 2023, Volue assumed control of Enerim Oy’s Energy Service division and created Volue Energy Market Services. The entity is positioned to capture the growth coming from new asset owners entering the power production market. Volue Energy Market Services will provide them with software-backed services that enable them to participate in the market sophistically, without having the size or capabilities to do so themselves. The Enerim acquisition adds a great platform for scaling this offering to Volue’s existing software. Business and location Volue’s business model is to supply software and technology solutions for the energy, power grid and infrastructure markets, serving over 2,500 customers in more than 40 countries. Based on 50 years of green technology expertise, Volue offers software solutions, systems and market insight that optimise production, trading, distribution and consumption of energy, as well as infrastructure and construction projects. As one of Norway’s leading software companies, Volue has unrivalled coverage along the clean-energy value chain, from monitoring using sensors to realising cash in trading. Volue’s technology secures the availability of core services society relies on – energy, water and infrastructure. Volue is headquartered in Oslo, Norway, with teams based across more than 30 offices all over Europe and in Japan, thereby enabling the Group to be closely connected to its customers, markets, and industries. Industry segments The business is organised into three main industry segments: Energy, Power Grid and Infrastructure, with eight product lines. During 2023, Scanmatic (formerly Industrial IoT) was placed under strategic review and consequently moved from the Energy segment to Other segments and eliminations. The Energy segment delivers solutions that help customers master the energy transition by enabling wall-to-wall digitalisation of the green energy value chain. The Power Grid segment enables power distributors to support electrification of society by unlocking flexibility and digital management of 10 the power grid. The Infrastructure segment offers customers flexible capabilities for digital water management and helps automate processes and machines for the construction industry. Energy Segment Operating revenue in the Energy segment increased by 22 per cent to NOK 744 million in 2023 (607 million in 2022), representing 51 per cent (50 per cent in 2022) of the Group’s operating revenues. Adjusted EBITDA increased to NOK 169 million i 2023 (173 million in 2022) with an adjusted EBITDA margin of 23 per cent in 2023, compared to 28 per cent in 2022. EBITDA decreased to NOK 103 million in 2023 (136 million in 2022) with an EBITDA margin of 15 per cent, compared to 22 per cent in 2022. In 2022, the Energy segment enjoyed tailwinds from non-recurring volatility-driven revenues, coming from the extreme fluctuations in power prices especially in the second half of the year. When entering 2023, management clearly stated to the market that these revenues were unlikely to be replicated and were expected to decrease with a magnitude in the region of NOK 60 million. With 2023 concluded, the effect ended at NOK 55 million. The expected drop in non-recurring revenues has been countered by a strong uplift in ARR and SaaS, as well as a focus on operational performance, enabling improvements in project delivery and consultancy revenues. These efforts have enabled the segment to deliver robust growth in 2023, despite a tough comparable in 2022. The non-recurring revenues in 2022 had strong inherent profitability. Consequently, although decreasing Annual Report 2023 Board of Directors’ report 11 compared to 2022, the adjusted EBITDA and EBITDA margins reflect an improvement in the underlying business that the company will continue to develop when scaling the business. Volue sees changes in the power market continuing with uninterrupted force, increasing demand for the Group’s services. Volue’s business outside the Nordics is growing rapidly, and in the home market where Volue is leading, there is a strong development within portfolio management as a service. Combined, this results in strong growth in SaaS revenues. Expansion of the European footprint and growing international activities are the main drivers for further growth through new markets and solutions such as trading, optimisation, forecasting and analyses. Volue’s progress in Japan was especially encouraging in 2023. The company started the year with one customer of the Insight platform and ended the year with more than 20. Volue’s go-to- market strategy is to start by selling the Insight platform and building on the relationships and vendor reputation that the offering provides to upsell the bigger enterprise solutions. By following this strategy, Volue was able to close the first optimisation agreement through the Smart Power platform in Japan at the end of 2023. Volue received the verdict from a legal dispute, as disclosed on November 18th, 2023. The verdict, which is final and cannot be appealed, requires Volue to pay a settlement to the counterpart following a dispute from 2021. The fourth-quarter impact was NOK 57 million, of which NOK 50 million was booked as other operating expenses and NOK 7 million was booked as other finance costs. The expenses booked as other operating expenses are classified as non-recurring. Consequently, there is no impact on adjusted EBITDA in order to reflect the performance of the underlying business. Of these costs, NOK 7 million was interest from 2021, and NOK 6 million were legal costs. Part of Volue’s initial focus was the most complex optimisation challenges for hydropower. Since then, the Group has expanded its platform into thermal, solar, wind and batteries, which is important to Volue’s customers as they continue to operate existing assets, while at the same time expanding capacity in new asset types. Trading solutions is a growing part of the portfolio, and the integrated business of Likron and ProCom is core to Volue’s offering across the value chain. Furthermore, Volue sees significant growth coming from new asset owners entering the power production market. These players will be smaller in size, possess leaner organisations and lack the capabilities to monetise assets twenty four hours a day. For these players, Volue offers its software with a service layer on top, allowing them to sophistically participate in the market through Portfolio management as a service. In this context, the acquisition of Enerim’s energy market division provides an excellent platform for scaling this business and creates the undisputed Nordic market leader, poised for European growth. CAPEX levels in the Energy segment represent approximately 9 per cent of operating revenues, which is mainly composed of R&D investments. Going forward, significant investments into new products related to optimisation and trading solutions are planned. Annual Report 2023 Board of Directors’ report Power Grid Segment Operating revenue in the Power Grid segment increased by 26 per cent to NOK 323 million in 2023 (254 million in 2022), representing 22 per cent (21 per cent in 2022) of the Group’s operating revenues. Adjusted EBITDA increased to NOK 50 million in 2023 (12 million in 2022) with an adjusted EBITDA margin of 16 per cent, compared with 5 per cent in 2022. EBITDA increased to NOK 43 million (3 million in 2022) with an EBITDA margin of 14 per cent, compared with 1 per cent in 2022. Within Power Grid, Volue holds a strong market position in the Nordics. The segment delivered strong sales and good progress on project deliveries, resulting in a solid uplift in ARR level. The bottlenecks in project delivery from 2022 were alleviated in 2023, contributing to the improved performance of the segment. With decades of experience supporting customers, the Nordic region has built one of the strongest grids in Europe, which is now being put under pressure by the enormous growth in power supply assets that will start playing an active role in the energy system. The electrification of society is progressing, creating new challenges and opportunities, and Volue is in a strong position to capitalize on this growth through its 50 years of asset and vendor independent experience. Volue aims to further expand its footprint in the Power Grid segment through its market position in the Energy segment. 12 CAPEX levels in the Power Grid segment represented approximately 14 per cent of operating revenues in 2023 and are related to R&D. CAPEX levels are expected to be steady over the next 12 months due to ongoing investments in new product development such as Distributed Energy Resources. Infrastructure Segment Operating revenue in the Infrastructure segment increased by 21 per cent to NOK 244 million in 2023 (201 million in 2022), representing 17 per cent (17 per cent in 2022) of the Group’s operating revenues. Adjusted EBITDA increased to NOK 45 million in 2023 (34 million in 2022), with an adjusted EBITDA margin of 19 per cent, up from 17 per cent in 2022. EBITDA increased to NOK 63 million (27 million in 2022), with an EBITDA margin of 26 per cent, compared with 14 per cent in 2022. EBITDA is positively impacted by the divestment of Fire & Chimney in 2023 by NOK 23 million which is excluded from adjusted EBITDA to reflect the performance of the underlying business. Since listing in 2020, the focus for the Infrastructure segment has been on shifting its business model towards ARR and SaaS. Now being technically completed, the progress became evident in the reported numbers, in accordance with Volue’s messaging in recent years. Growth in operating revenues, ARR and SaaS were all ticking upwards in 2023, accompanied by uplift in profitability. Volue will continue to invest in market expansions and is pursuing further profitable growth in Scandinavia. CAPEX levels in the Infrastructure segment represented approximately 15 per cent of revenues in 2023 and are expected to remain at this level in the near term. Ongoing investments are made to increase offerings on Volue’s SaaS platform as well as additions to the current product range addressing innovative solutions for the water industry. Important events in 2023 New products and initiatives The Group is working on several new initiatives, such as Spark, which is addressing Distributed Energy Resources. Additionally, new products related to optimisation and trading solutions will require investments going forward. The way societies produce, distribute and consume energy will change dramatically. By 2030, there will be more than 200 million Distributed Energy Resources such as electrical vehicles, rooftop solar and heat pumps in Europe, needing cost-efficient and digital value chains. The SaaS market potential is significant, and Volue is well-positioned to build the tools necessary to solve these complex challenges for the next-generation power market optimisation. Volue’s next-generation optimisation suite, Smart Power, was launched in April 2023, and the solution had great momentum during the year. Agreements were made with significant customers in both the Nordic home market and the European growth market. In Japan, the solution attracted its first deal, representing an increased product offering in the country, following the proven market fit of the Insight platform. Additionally, the solution was brought live at multiple major producers in Europe, fortifying Volue’s position in continental Europe Annual Report 2023 Board of Directors’ report Markets moving in Volue’s direction The energy transition is upon us with full force, and the growing reliance on weather-dependent energy resources has increased volatility in European energy markets. Although volatility in the power markets has decreased following the extreme levels from 2022, increased volatility is here to stay. Energy security has risen to the top of agendas across Europe, and governments are ready to intervene in power markets to an extent unseen for a long time. The REPowerEU plan shows the European Commission moving away from gas as the bridge to renewables and a push for energy independence from Russia, a push that is likely to carry with it increased incentives for intermittent and renewable energy resources in Western Europe that will bring sustained volatility for decades to come, consequently driving demand for Volue’s solutions. Important wins in all segments Further to the progress made with the Smart Power solution, The Insight platform closed 369 deals in 2023. Given Volue’s strategy of building on relationships with Insight customers and upselling optimisation and trading solutions, this achievement expands the foundation for growth. The Power Grid segment closed ARR for 26 million in 2023, adding to Volue’s robust foundation. Spark – Volue’s initiative targeting Distributed Energy Resources continued its momentum. Four power grid operators have joined the Spark by Volue partner ecosystem in 2023 to manage local grid constraints by introducing incentives for grid-aware charging of EVs, water heaters and batteries. In 13 November, the largest Norwegian energy supplier introduced Spark week-long smart charging advice in its consumer app, and by the end of the year, 16 smart charging service providers have joined the Spark journey. The Infrastructure segment won 100 new logos in 2023, and the Construction product line has reached 90 customers in Sweden. Volue’s confidence in global scalability for the segment keeps growing. Despite no current strategic expansion plans beyond the Nordic, the Infrastructure segment now has customers in eight countries. With no marketing activities outside the home market, this is a testament to the inherent business value of the products for the construction industry. Financial statements The Board of Directors believes that the annual financial statements provide a true and fair view of the net assets, financial position and result of Volue ASA for the year. The Group’s consolidated financial statements are presented in compliance with International Financial Reporting Standards (IFRS) as adopted by the EU. Profit and loss Operating revenue was NOK 1,464 million, up from NOK 1,217 million in 2022, which represents 20 per cent growth. EBITDA was NOK 208 compared with NOK 147 million in 2022. Volue had a profit for the period of NOK 36 million compared to NOK 19 million in 2022. Earnings per share were NOK 0,25 in 2023 (2022 NOK 0,13 in 2022). Cash flow Net cash from operating activities was NOK 91 million in 2023 (2022 NOK 123 million). Net cash used for investing activities in 2023 was NOK 579 (2022 NOK 140 million). Net cash from financing activities was NOK 333 million (2022 NOK -45 million). Financial position The Board considers the Group’s cash and financial position to be strong. The Group had a debt/ equity rato of 2,5 at year end. The debt ratio has increased due to increased borrowings following the acquisition done during the year. Net interest-bearing debt was NOK 391 million (2022 NOK -426 million) at year end, while total assets were NOK 2.127 million (2022 NOK 1 865 million). Total equity attributable to shareholders of the parent company as of 31 December 2023 amounted to NOK 850 million (2022 NOK 806 million). At the end of 2023, Volue had NOK 178 million (2022 NOK 318 million) in cash and cash equivalents. According to section 3–3 of the Norwegian Accounting Act, we confirm that the consolidated financial statements and the financial statements of the parent company have been prepared based on the going concern assumption, and that it is appropriate to make that assumption. Volue ASA The parent company Volue ASA is a holding company, with very limited activity and a few corporate functions. Profit for the year was NOK -1.012 million in 2023 (-310 million in 2022). The 2023 net loss includes NOK 995.0 million of losses on financial assets due to the impairment of Volue ASA’s investment in the subsidiary Volue Technology AS and Scanmatic AS (See note 14 to the Financial Statement for Volue ASA). The market cap for Volue ASA is used for valuation principle, and by using the market value at 31.12 this indicates an impairment of the shares in the subsidiaries. The 2022 net loss includes NOK 283.0 million of losses on financial assets due to the impairment of Volue ASA’s investment in its subsidiary Volue Technology AS. Net cash flow was NOK -2 million (2022 NOK -79 million) and the equity ratio was 88 per cent at year end 2023 (96 per cent at year end 2022). Risk factors and risk management Risk factors Volue operates on an international level and provides software solutions, platforms and related services within various market segments, including energy and electricity, infrastructure and construction, water supply and the government/ municipalities. The Group’s operations may consequently be affected by global economic and political conditions in the markets in which it operates. The outlook for the world economy remains subject to uncertainty. Downturns in general economic conditions, whether globally or in the specific region or end markets segments in which the Group operates, can result in reduced demand for the Group’s software solutions Annual Report 2023 Board of Directors’ report 14 and platforms, or lead to less competence and manpower being available; both which could have a material negative impact on the Group’s revenues, profitability and growth prospects. The Group’s software solutions and platforms are subject to substantial external threats associated with data security, such as risk of virus attacks, attempts at hacking, social manipulation and phishing scams. Furthermore, there is a risk that the data and systems delivered to the Group by third parties and in which the Group base the development and the functionality of its software solutions and platforms on are incorrect or inadequate, that the rights to such third party data is not secured sufficiently, or that such data and systems contain failures, viruses or other defects or errors, which could materially affect the quality, functionality and use of the Group’s products and services. Moreover, the Group’s business includes also processing of sensitive information on behalf of the Group’s customers such as critical infrastructure data or personal data. Any failure to comply with the applicable laws and regulations with regards to processing of such data as well as the contractual obligations towards the customers can lead to significant financial implications such as customers’ indemnification claims, fines from public authorities, etc. The foreign exchange rate risk for the Group relates to the fact that the Group’s business transactions and operations are made in several currencies, including the Norwegian krone and euro. Unfavourable fluctuations in exchange rates could have an adverse effect on the Group’s business, financial positions and profits. Risk management Volue’s Board of Directors and Executive Management conduct periodic risk assessments relating to various dimensions and aspects of operations, to verify that adequate risk management systems are in place. The Group’s financial risk is predominantly controlled by the finance departments in the Group companies, under policies approved by the Board of Directors. Financial risks are identified, evaluated, and hedged in close co- operation with the Group’s operating units. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as currency risk, interest rate risk and credit risk. With regards to the legal and compliance risk, the Group’s management has approved several policies and internal quality routines, including a legal policy, which shall ensure that the Group is sufficiently informed about the nature of any legal and compliance risks in all markets or countries it operates. In addition to the framework of management procedures and policies, internal guidelines and standard contracts, the Group’s Legal, Compliance and Quality team supports the organization proactively in order to minimize the Group’s risk of being exposed to any breach of applicable laws and regulations, or contractual obligations towards its customers. Furthermore, the Group’s quality team conducts regular internal audits to ensure compliance with the internal management framework and is also responsible for handling external audits such as ISO certification audit, etc. Annual Report 2023 Board of Directors’ report 15 During 2023, the Group continued demonstrating its commitment to effective risk management through a series of strategic initiatives. These efforts included migrating to the newest version (2022) of the ISO/IEC 27001 standard for Information Security, Cybersecurity, and Privacy Protection. The implementation of this new version of the standard has been externally audited and will be finalized with the update of the ISO Certificate during 2024. Additionally, the Group continued to focus on embedding risk management practices throughout the organization’s operations and processes, including recently acquired companies. For that reason, Volue has initiated the scope extension of both ISO certificates (27001:2022 for information security and 9001:2013 for quality) to the acquired business in Finland. This scope extension is expected to be confirmed during 2024. These initiatives represent significant progress toward the goal of maintaining a robust risk management system that supports long-term success across all business units. Annual Report 2023 Board of Directors’ report 16 Research and development Research and development Investments into research and development (R&D) has been an important part of Volue’s strategy to develop new and innovative technological solutions and is expected to remain an important part of the Group’s strategy going forward. Volue has a long- term ambition to invest significantly in R&D, with approximately 10-12 per cent of its annual revenue being capitalised in the balance sheet, to secure long-term growth. For 2023, the Group capitalized invested a total of NOK 204 million in R&D, up from NOK 136 million in 2022, representing 14 per cent of the revenues for the year (11 per cent in 2022). Sustainability Volue sets high ethical standards, and communication should be open, clear and honest. The Group is responsible for ensuring safe and good workplaces where it is present and seeks to create value for society, customers, employees and shareholders. Volue’s expertise within energy production, optimisation, trading and distribution allows energy companies to get the most out of their resources and can play an important role in enabling a future with a greener, yet more volatile, energy mix and increased electrification. Further, by providing instrumentation and automation for hydropower producers, Volue improves the accuracy in the monitoring of hydropower dams including production predictions, planning and sustainable governance of regulated water courses. In 2024, Volue is publishing its fourth annual ESG report. The report is prepared in accordance with the Global Reporting Initiative (GRI) Standards framework, in addition to Section 3-3 of the Norwegian Accounting Act regarding corporate social responsibility and the Euronext Guidelines for sustainability reporting. The sustainability report describes Volue’s performance in areas defined as material to the Group, based on systematic stakeholder dialogue and a materiality assessment conducted in 2021. Focus areas for Volue include Great place to work, Ethical business conduct, Environment, and Secure products and operations. In addition to disclosing how the Group performs within each area, the report also discusses improvements and lists ambitions and targets going forward. In 2021, Volue became a signatory of the UN Global Compact (UNGC) – a voluntary initiative based on CEO commitments to implement universal sustainability principles and to take steps to support UN goals. As a signatory, Volue actively engages with the UN Global Compact and make an annual financial contribution, based on the annual gross sales or revenue. Volue reports on the communication on progress (COP) annually, and the next report will be published in UNGC’s database in 2023. The next section provides a summary of the sustainability work and results in 2023. For further information, refer to the ESG report 2023. Organisation and equal opportunities Recruiting and retaining top talent and ensuring a diverse workforce is a prerequisite for future value creation. At the end of 2023 the Group employed a total of 825 people, and adjusting for part- time and temporarily hired employees, this translates to 746 full-time equivalents. Volue aims to cultivate a company culture characterised by respect, inclusion, equality, and diversity. The Group prohibits discrimination in any form and shall comply with internationally accepted guidelines and conventions regarding worker’s rights, gender equality and anti-discrimination. In Norway, Volue operates according to the Norwegian Working Environment Act and the Equality and Anti-Discrimination Act, which aims to promote equality and prevent discrimination on the basis of gender, ethnicity, religion, political beliefs, disability, sexual orientation and/or age. The Group also complies with similar laws in other countries where it is present. Volue aspires to substantially increase the share of non-Nordic employees and is working throughout the employee lifecycle to see where measures can be implemented to enhance diversity across the organisation. To date Volue’s workforce comprises 45 different nationalities. 61,5% of employees are Nordic and 38,5% are non-Nordic. Women represented 25% of Volue’s workforce (permanent employees) in 2023. The executive leadership team (ELT) had at year-end 2023 eight male and one female members. The Board of Annual Report 2023 Board of Directors’ report 17 Annual Report 2023 Board of Directors’ report directors had five male and five female members. In 2022, Volue launched a Diversity & Inclusion initiative, including a diversity policy. The focus areas of the initiative are to recruit, retain and develop a diverse workforce, with an aim of a spread in gender, age and geography. Volue has reached the target of 25% females by the end of 2023 and continues to work towards the goal of 30% by 2025. To achieve this, Volue is part of several diversity initiatives, including the ODA Network and Kraftkvinnene. Additionally, the Group regularly conducts development talks, has introduced training programmes for employees and carries out several engagement surveys throughout the year. The average pay for men and women varies due to differences in job categories and seniority. Guidelines for remuneration of the ELT were approved by the Extraordinary General Meeting in December 2021, and a full disclosure can be found in the separate Remuneration report. Guidelines for remuneration of leading persons are available in the Guidelines for remuneration of leading persons and the remuneration report will be available on the Group’s website under reports and presentations . Further details about the organisation and Volue’s statements on equality and anti-discrimination are available in the Group’s ESG report. Health, safety, security and environment (HSSE) Absence due to illness in 2023 is 3%, and Volue’s goal is to keep absence at a minimum and to not exceed a 4% absence rate. The labour turnover rate was 9.2%, with 75 employees voluntarily leaving the Group in 2023. There were no work-related injuries in 2023. Volue dedicates efforts to contributing to the mental wellbeing of employees and facilities for a secure physical and mental work environment for all employees. In 2023, a stress management course was held for all employees, and Volue dedicated efforts to expand and increase the number of social activities for employees. This includes gatherings for all newcomers, and social events at all office locations. Business ethics and human rights Volue aspires to build a strong company culture, where ethical behaviour, transparency and openness are values that employees and business partners adhere to. In addition to ensuring that the work is carried out safely this involves respecting the freedom of association and not accepting any form of forced labour, child labour or work-related discrimination. Volue will always align its conduct with internationally renowned standards for human and worker’s rights, such as the Human Rights Act and OECD guidelines for multinational enterprises. The Group established a new Code of Conduct in 2021 which includes rules with regards to business 18 Annual Report 2023 Board of Directors’ report conduct, values, and ethics. In 2023 the company’s legal team developed an online tool in an online platform, to complete sessions related to the Code of Conduct which was ready to be distributed in the first quarter of 2024. The Code of Conduct is available on Volue’s website. In addition thereto, the Group has introduced a Supplier Code of Conduct which includes the aforementioned rules and ethics and which is mandatory to be signed by any new supplier to the Group. In accordance with the Norwegian Transparency Act, Volue will focus on mapping its business partners with regard to risk of breaches of human rights and Compliance with the Supplier Code of Conduct in 2023, and the results will be made public on the Group’s website. Volue has established an external whistle- blowing channel that can be used for reporting irregularities or breaches of the Code of Conduct. Both employees and external stakeholders such as suppliers, partners or investors can send reports to the whistleblowing portal through both internal channels and the Group’s website. The whistleblower channel is operated by a neutral third party and any whistleblower has the option to be anonymous. The Norwegian Transparency Act (Åpenhetsloven) entered into force on July 1st 2022. The Transparency Act requires enterprises to carry out human rights due diligence in their own business and value chain, publish an account of the due diligence assessments, as well as provide information upon request. In 2023 Volue focused its efforts on mapping its business partners with regard to the risk of breaches of human rights or decent working conditions. Volue has made considerable progress building up a solid foundation for the yearly Transparency Act Report by mapping companies and establish a risk assessment process, and will continue moving forward with management of the supply-chain and actual and potential human rights impacts in the organisation, and will report within 30th of June 2024. Climate Volue’s environmental impact is two-fold. First, the Group has an impact through developing products and services which enable a green transition for customers. Second, the Group has an environmental impact from internal business operations such as emissions from employee business travels, energy consumption at the Group’s office locations and waste generation. Volue is in a position where impacts of climate changes and subsequently the energy transition represent business opportunities rather than risks. The opportunities are connected to customers within the Energy, Power Grid and Infrastructure market segments and include their operation of existing physical assets and their transition plans. Volue started climate accounting in 2020 and is in the process of setting targets for reducing energy consumption and GHG emissions from its business operations. Volue’s Scope 1 emissions come from company cars and show an emission of 20tCO2 in 2023. Volue’s emissions from Scope 2 come from electricity and district heating from the offices and show an emission of 223.6 tCO2 in 2023. These numbers were calculated with a location-based approach. Volue has included emissions from flights, mileage allowance and train travel, as well as emissions from waste in its Scope 3 calculations for 2023. This shows emissions of 319 tCO2e in 2023, where 299.2 tCO2e comes from business travel and 19.8 tCO2 is from waste. The climate accounting was updated in 2023 using CEMAsys’ digital solution, and a full overview can be found in the ESG report. All Volue’s business locations have a waste management system to facilitate recycling according to local regulations. In 2021, Volue reported on eligible activities for the EU Taxonomy, and in 2022, Volue reported on both eligible and aligned activities for the EU Taxonomy. 40.5% of the turnover is eligible, and 33.9% of the total turnover is aligned. In 2024, Volue will continue to work on increasing the share of aligned activities. Corporate governance Volue’s Board of Directors has the overall responsibility for ensuring that the Group has a high standard of corporate governance. The Group’s corporate governance model is designed to provide a foundation for long-term value creation and to ensure good control. The Board has adopted a corporate governance policy to safeguard the interests of the Group’s owners, employees and other stakeholders. The policy describes the Group’s main principles for corporate governance and addresses the framework of guidelines and principles regulating the interaction between the Group’s shareholders, the Board of Directors, the CEO and the Executive Leadership Team. These principles and associated 19 Annual Report 2023 Board of Directors’ report rules and practices are intended to increase predictability and transparency, and thus reduce uncertainties related to the business. The Group complies with the Norwegian Code of Practice for Corporate Governance. The Board’s Corporate Governance report is available on the Group’s website under the Investor section. Share capital and the Volue stock Volue ASA is listed on Oslo Børs under the ticker “VOLUE”. The Group’s share capital was NOK 57,547,885.60 divided into 143,869,714 shares at year end 2023, each with a nominal value of NOK 0.40. All shares are of the same class and with equal voting and dividend rights. Per 31 December 2023, the number of shareholders was 3,876. Refer to the notes to the financial statements for further information. Volue aims at informing all interested parties about important events and the Group’s developments through annual reports and quarterly financial presentations, stock exchange notices and other Group updates. Further information can be found in the investor section of Volue’s website. Liability insurance Volue holds liability insurance for its Board of directors and ELT under Arendals Fossekompani’s policy at the same conditions as Arendals Fossekompani. The territory covered is worldwide. 20 Oslo, Norway, 4 April 2024 The Board of Directors and CEO Volue ASA Annual Report 2023 Board of Directors’ report Benjamin Golding Chairman Christine Grabmair Board Member Lars Peder Fensli Board Member Ingunn Ettestøl Board Member Henning Hansen Deputy Chairman Kjetil Kvamme Board Member Knut Ove Stenhagen Board Member Annette Maier Board Member Anja Schneider Board Member Trond Straume CEO Dagmara Zellma Board Member Going concern There have been no events to date in 2024 that significantly affect the result for 2023 or valuation of the Group’s assets and liabilities at the balance sheet date. The Board confirms that the conditions for the going concern assumption have been satisfied and that the financial statements for 2023 have been prepared on the basis of this assumption . Outlook In 2023, Volue continued delivering on its strategy of international expansion. The market remains strong and attractive, and Volue is hard at work towards the goal of being the leading provider in Europe. Volue sees large opportunities to secure continued profitable growth and aims to develop its business both organically and structurally. Volue maintains the following long-term guidance to the market • Annual long-term organic growth of 15 percent • Target of NOK 2 billion in revenues by 2025, including M&A • Year-by-year increases of adjusted EBITDA margin, cash conversion, share of ARR and SaaS revenues The Board wishes to thank all of Volue’s employees for their continued dedicated efforts, contributing to Volue’s strong growth and achievements in 2023. 21 Annual Report 2023 Consolidated financial statements Consolidated financial statements Consolidated statement of income 22 Consolidated statement of other comprehensive income 23 Consolidated balance sheet 24 Consolidated statement of changes in equity 25 Consolidated statement of cash flows 26 Notes to the Consolidated Financial Statements Note 1 Accounting principles 27 Note 2 Key sources of estimation uncertainty, judgments and assumptions 30 Note 3 Segments 31 Note 4 Revenue from contracts with customers 33 Note 5 Remuneration and employee benefit 34 Note 6 Other operating expenses 37 Note 7 Income tax 37 Note 8 Inventories 38 Note 9 Trade and other receivables 39 Note 10 Cash and cash equivalents 39 Note 11 Property, plant and equipment 40 Note 12 Intangible assets 41 Note 13 Non-current receivables and investments 43 Note 14 Leases 44 Note 15 Trade payables and other current liabilities 44 Note 16 Financial risk and financial instruments 45 Note 17 Borrowings 48 Note 18 Finance items 50 Note 19 Share information 50 Note 20 Earnings per share 51 Note 21 New investments 52 Note 22 Subsidiaries 53 Note 23 Managment compensation and related parties 53 Note 24 Contingent liabilities 54 Note 25 Subsequent events 54 Note 26 Other income 54 Note 27 Climate risk 54 Annual Report 2023 Consolidated financial statements 22 Consolidated statement of income For the year ended 31 December Amounts in NOK 1000 Note 2023 2022 Operating revenues 3.4 1 464 133 1 216 896 Other revenues 26 25 216 2 572 Revenues 1 489 349 1 219 468 Materials and consumables used 3 201 429 206 982 Employee benefit expenses 3.5 738 525 632 543 Other operating expenses 3.6 341 122 233 320 Operating expenses 1 281 076 1 072 845 EBITDA 208 273 146 623 Depreciation and amortisation 11.12 128 469 106 470 Impairment loss from PPE 11.12 - - Net operating income/(loss) 79 805 40 154 Finance income 18 39 127 15 938 Finance costs 18 56 335 19 847 Profit/(loss) before income tax 62 596 36 244 Income tax expense 7 26 566 17 078 Profit/(loss) for the period 36 030 19 166 Attributable to equity holders of the company 36 044 19 343 Attributable to non-controlling interests -14 -177 Basic earnings per share 20 0.25 0.13 Diluted earnings per share 20 0.25 0.13 Annual Report 2023 Consolidated financial statements 23 Consolidated statement of other comprehensive income For the year ended 31 December Amounts in NOK 1000 Note 2023 2022 Items that may be reclassified to statement of income Exchange differences on translation of foreign operations 5 287 13 916 Changes on cash flow hedges - - Income tax related to these items - - Items that may be reclassified to statement of income 5 287 13 916 Items that will not be reclassified to statement of income Remeasurements of post-employment benefit obligations 5 1 369 -1 920 Income tax relating to these items -301 422 Items that will not be reclassified to statement of income 1 068 -1 498 Other comprehensive income/(loss) for the period, net of tax 6 355 12 418 Total comprehensive income/(loss) for the period 42 385 31 584 Attributable to equity holders of the company 42 393 31 837 Attributable to non-controlling interests -8 -253 Annual Report 2023 Consolidated financial statements 24 Consolidated balance sheet For the year ended 31 December Amounts in NOK 1000 Note 2023 2022 Assets Non-current assets Property, plant and equipment 11 154 946 123 852 Intangible assets 12 1 102 273 623 364 Pension assets 5 7 431 5 879 Non-current receivables and investments 13 47 704 34 600 Total non-current assets 1 312 354 787 695 Current assets Inventories 8 29 871 29 488 Contract assets 4.16 58 536 54 181 Trade and other receivables 9.16 548 135 670 834 Cash and cash equivalents 10 178 328 318 366 Total Current assets 814 870 1 072 870 Total assets 2 127 225 1 860 565 Amounts in NOK 1000 Note 2023 2022 Equity and liabilities Equity Share capital and share premium 4 503 914 4 498 184 Own shares -7 -127 Retained earnings -3 680 190 -3 701 795 Other reserves 25 995 9 877 Capital and reserves attributable to holders of the company 849 713 806 138 Non-controlling interests - 2 587 Total equity 19,20 849 713 808 725 Non-current liabilities Lease liabilities 14,16,17 105 454 77 492 Non-current loan 16, 17 342 008 - Other non-current liabilities 17 14 744 14 999 Provisions - 300 Deferred tax liabilities 7 69 739 22 874 Total non-current liabilities 531 945 115 664 Current liabilities Borrowings 17 75 570 6 892 Lease liabilities 14, 16, 17 24 051 18 970 Trade and other payables 15, 16 248 214 397 362 Current tax liabilities 7 50 383 23 678 Contract liabilities 4 19 503 31 411 Provisions 4,15 13 500 77 394 Other current liabilities 4, 15 314 345 380 469 Total current liabilities 745 567 936 175 Total liabilities and equity 2 127 225 1 860 565 Restated, see note 10 Oslo, Norway, 4 April 2024 The Board of Directors and CEO Volue ASA Benjamin Golding Chairman Lars Peder Fensli Board Member Ingunn Ettestøl Board Member Henning Hansen Deputy Chairman Christine Grabmair Board Member Kjetil Kvamme Board Member Knut Ove Stenhagen Board Member Annette Maier Board Member Anja Schneider Board Member Trond Straume CEO Dagmara Zellma Board Member Annual Report 2023 Consolidated financial statements 25 Consolidated statement of changes in equity For the year ended 31 December Attributable to equity holders of the company Amounts in NOK 1000 Note Share capital and share premium Own shares Retained earnings Share based remuneration scheme Cash flow hedging reserve Foreign currency translation reserve Non- controlling interests Total equity Balance at 1 January 2023 4 498 184 -128 -3 701 796 9 100 1 991 -1 214 2 588 808 725 Profit/(loss) for the period - - 36 044 - - - -14 36 030 Other comprehensive income/(loss) - - 1 068 - - 5 287 - 6 355 Own shares 5 730 121 - - - - - 5 851 Purchase of shares from non-controlling interests - - -15 505 - - - -2 574 -18 079 Share based remuneration scheme 5 - - - 10 831 - - - 10 831 Balance at 31 December 2023 4 503 914 -7 -3 680 190 19 931 1 991 4 073 0 849 713 Balance at 1 January 2022 4 498 115 -92 -3 720 850 - 1 991 -15 130 2 842 766 876 Profit for the period - - 19 343 - - - -177 19 166 Other comprehensive income - - -1 422 - - 13 916 -76 12 418 Other changes - - 1 133 - - - - 1 133 Reclassification 69 -36 - - - - - 33 Share based remuneration scheme 5 - - - 9 100 - - - 9 100 Balance at 31 December 2022 4 498 184 -128 -3 701 796 9 100 1 991 -1 214 2 588 808 725 Annual Report 2023 Consolidated financial statements 26 Consolidated statement of cash flows For the year ended 31 December Amounts in NOK 1000 Note 2023 2022 Cash flow from operating activities Profit/(loss) before income tax 62 596 36 244 adjustments for: Depreciation, amortization and impairment 11 ,12 128 469 106 470 Net financial items 18 17 208 3 861 (Gain)/Loss from sales of assets 858 775 Total after adjustments to profit before income tax 209 132 147 350 Change in Inventories -183 -9 651 Change in other current assets 39 924 -25 096 Change in other current liabilities -152 281 26 786 Change in other provisions -300 414 Change in employee benefits -183 -717 Total after adjustments to net assets 96 109 139 085 Tax paid -4 888 -16 477 Net cash flow from operating activities 91 221 122 608 Cash flow from investing activities Interest received 24 343 4 449 Purchase of PPE and intangible assets 11,12 -38 847 -152 181 Capitalised development cost 12 -135 644 - Proceeds from the sales of financial assets 12 - 3 827 Purchase of other investments -13 451 - Cash flow regarding loans to employees 13 -448 4 033 Payment for acquisition of subsidiary, net of cash acquired 21 -414 954 -53 Net cash flow from investing activities -579 000 -139 925 Restated, see note 10 Amounts in NOK 1000 Note 2023 2022 Cash flow from financing activities New long-term borrowings 17 342 008 4 083 Repayment of long-term borrowings - -3 031 Net change in bank overdraft 17 68 798 -10 736 Repayment of lease liabilities 17 -25 339 -26 046 Cash flow of repayment of loans -1 271 - Interest paid etc. -41 224 -9 223 Transaction with non-controlling interests -10 286 - Cash Flow from Own Shares - 33 Net cash flow from financing activities 332 686 -44 921 Net increase in cash and cash equivalents -155 093 -62 238 Cash and cash equivalents at the beginning of the financial year 318 366 375 364 Effects of exchange rate changes on cash and cash equivalents 15 055 5 241 Cash and cash equivalents at end of year 178 328 318 366 Annual Report 2023 Consolidated financial statements 27 Note 1 Accounting principles Organization Volue ASA is domiciled in Norway, and with headquarters in Oslo. The consolidated financial statements for financial year 2023 include the company and its subsidiaries (as a whole, referred to as “the Group”). Information about the companies included in the scope of consolidation is disclosed in note 22 in Volue ASA financial statements. Significant accounting policies This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated. Basis for preparation The annual and consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU, as well as Norwegian disclosure requirements pursuant to the Norwegian Accounting Act applicable as of 31 December 2023. The consolidated financial statements were approved by the board of directors on 4 April 2024. The consolidated financial statements will be submitted for adoption at the Annual General Meeting scheduled for 14 May 2024. The board is authorised to amend the annual and consolidated financial statements until final adoption. The Company was established in 2020 by Arendals Fossekompani ASA (“AFK”) for the purpose of being the new holding company for four of AFK’s subsidiaries. AFK transferred its shareholdings in four subsidiaries through contributions in kind to Volue. AFK transferred the shareholdings to Volue. The financial statements are presented in Norwegian kroner (NOK), which is the functional currency of the parent company. All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand NOK units unless otherwise stated. The financial statements have been prepared using the historical cost principle, except for the following assets, which are presented at fair value: Financial instruments at fair value through profit or loss and financial instruments at fair value through other comprehensive income. The Group recognizes changes in equity arising from transactions with owners in the statement of changes in equity. Other changes in equity are presented in the statement of comprehensive income (total return). Preparation of financial statements in accordance with IFRS requires the use of assessments, estimates and assumptions that influence which accounting policies shall be applied, and influence recognized amounts for assets and liabilities, revenues, and costs. Actual amounts can deviate from estimated amounts. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates are recognized in the period in which they arise if they only apply to that period. If the changes also apply to subsequent periods, the effect is allocated over the current and subsequent periods. Areas with significant estimation uncertainties, and where assumptions and assessments may have significantly influenced the application of the accounting policies, are disclosed in Note 2. Accounting policies The accounting policies applied in the preparation of the annual and consolidated financial statements are described below. In case that subsidiaries have used other principles to prepare their separate annual financial statements, adjustments have been made so the consolidated financial statements are prepared according to common policies. Notes to the Consolidated Financial Statements For the year ended 31 December Annual Report 2023 Consolidated financial statements 28 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The board of Volue ASA has appointed a Group management which assesses the financial performance and position of the group and makes strategic decisions. The Group management, which has been identified as being the chief operating decision maker, consists of the chief executive officer and the chief financial officer. Foreign currency translation Functional and presentation currency Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Norwegian kroner (NOK), which is Volue ASA’s functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognized in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other gains/ (losses). Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss, and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognized in other comprehensive income. Group companies The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet, • income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates, and • all resulting exchange differences are recognized in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognized in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate. Revenue recognition Revenues from contracts with customers Under IFRS 15, Volue recognizes as revenue the agreed transaction price in a contract with a customer at the time when the Group transfers the control of a distinct product or service to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods and services. For each performance obligation identified at the inception of the contract, it is separately determined if those performance obligations are satisfied at a point in time or on an over-time basis. Revenue regarding each performance obligation is recognized when that performance obligation is satisfied. Consequently, revenue is recognized in full upon completion of a contract if it includes only one performance obligation or more than one performance obligations that are satisfied at the same time. Note 1 Accounting principles cont. Annual Report 2023 Consolidated financial statements 29 The Group’s main revenues come from the sale of software as a service (SaaS), maintenance, licenses, consulting, and other revenue. There are several types of customer contracts depending on what the customer needs. Some contracts may include only one type of service while other contracts include two or more types of services, hence the transaction price will be allocated between different types of revenue depending on the performance obligation. Some of the revenue stream has a substantial part of annual recurring revenue (ARR), which is one of the key performance indicators in the Group. Below is more information about the different types of revenues and related contract types. License fee Infinity software licenses are classified as software licenses where the customer is provided with a right to use the software as it exists when made available to the customer. Revenue from distinct software licenses is recognized when the license key is made available to the customer and the customer can start to use the software. License fees are non-recurring revenues which only occurs once during the contract period. License fees relates to contracts with either consultancy services or maintenance, or both in addition to the fixed license fee. Invoices are generated when the license key is made available to the customers (at a point in time) and most invoices are payable within 30 days. For larger contracts invoices are based on deliveries on agreed milestones. Software as a service (SaaS) Software as a service is primarily delivered as a cloud-based solution, which entitles the customers to use the software together with the Group’s network, data base and systems over the contract period. Revenues from sale of Cloud Services are recognized from go-live over time on a straight-line basis over the contract period. The revenue recognition is accrued at a monthly basis. Invoices are generated on a monthly or yearly basis and most invoices are payable within 30 days. The type of contract is subscription to a software or a service. Most SaaS contracts are automatic renewed every year for one more year if not one part terminate the contract. This type of revenue is defined as annual recurring revenue. In combination with delivery of a software as a service contract consulting services can be delivered, and revenue recognition occurs as described under consulting revenues. Maintenance revenues Maintenance services related to software are typically a service that is needed throughout the contract period and are typically delivered together with a software license. Revenue recognition from maintenance occurs after the software has been installed and is accrued at a monthly basis. Maintenance services may also be delivered together with a third-party software solution, and revenue recognition occurs from go-live on a monthly linear basis. Most contract are automatic renewed every year for one more year if not one part terminate the contract. This type of revenue is defined as annual recurring revenue. Consulting revenues Consulting services is typically revenue related to project implementation, assisting the customer to start using the software solutions. Consulting services may also relate to value added services or technical support paid by the hour. The performance obligations related to consulting and support services are satisfied on an ongoing basis, and revenue related to the sales of services are thus recognized at the time of delivery. Transaction price The Group determines the transaction price to be the amount of consideration which it expects to be entitled in exchange for transferring the promised goods and services to the customer, net of discounts and sales related taxes. Sales related taxes are regarded as collected on behalf of the authorities. The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. Fix price contracts For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the customer receives and uses the benefits simultaneously. This is determined based on the actual labour hours spent relative to the total expected labour hours. Contract balances Contract balances consist of client-related assets and liabilities. Contract assets relate to consideration for work complete, but not yet invoiced at the reporting date. The contract assets are transferred to trade receivables when the right to payment has become unconditional, which usually occurs when invoices are issued to the customers. When a client pays consideration in advance, or an amount of consideration is due contractually before transferring of the license or service, then the amount received in advance presented as a liability. Contract liabilities represent mainly prepayments Note 1 Accounting principles cont. Annual Report 2023 Consolidated financial statements 30 from clients for unsatisfied or partially satisfied performance obligations in relation to licenses and services. Contract assets are within the scope of impairment requirements in IFRS 9. For contract assets the simplified approach is applied, and the expected loss provision is measured at the estimate of the lifetime expected credit losses. Foreign currency translation Transactions in foreign currencies Transactions in foreign currencies are translated to the functional currency of each individual Group company using the exchange rates at the dates of the transactions. Monetary assets and liabilities in foreign currencies are translated to NOK using the exchange rate at the balance sheet date. Differences that arise from the currency translation are recognized in the income statement. Financial statements of foreign operations Assets and liabilities in foreign currencies are translated to NOK using the exchange rate at the balance sheet date. Revenues and expenses for foreign operations are translated to NOK at the approximate rates of exchange at the transaction date. Share-based compensation For share-based compensation by equity instruments granted that do not vest until the employee completes a specified period of service, it is assumed that the services to be rendered as consideration for the equity instruments will be received in the future, during the vesting period. Such services are accounted for as they are rendered by the employee during the vesting period, with a corresponding increase in equity . Restricted cash Previous year, restricted cash related to trading, which is a part of Volue Market services business, been reported as Cash and other equivalents. From 2023 this kind of restricted cash are reported as Other receivables. Numbers for 2022 are reclassified. Note 1 Accounting principles cont. Note 2 Key sources of estimation uncertainty, judgments and assumptions The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the group’s accounting policies. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong. Detailed information about each of these estimates and judgements is included in other notes together with information about the basis of calculation for each affected line item in the financial statements. The areas involving significant estimates or judgements are: • Estimated goodwill impairment - note 12 • Recognition of revenue over time - note 1, 3 and 4 The group determines whether goodwill is impaired at minimum on an annual basis. Estimates of the Volue in use of the cash-generating units to which goodwill is allocated. The group estimates future cash flows from the cash-generating units, combined with discount rates based on industry standards. Changes in estimates related to value in use for the goodwill resulted in no impairment for 2023. See note 12 regarding the details in the assumptions and sensitivity in changes in these assumptions. Due to the acquisition of Enerim in 2023 the goodwill has increased. The valuation of goodwill was based on a Purchase price allocation performed by an external third party. The valuation of the intangibles is done through a generally accepted method, where the intangible assets are valued based on the appropriate application of the Income, Market and cost approaches. Note 2 continues on next page Annual Report 2023 Consolidated financial statements 31 Note 3 Segments Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The board of Volue ASA has appointed a Group management which assesses the financial performance and position of the group and makes strategic decisions. The Group management, which has been identified as being the chief operating decision maker, consists of the chief executive officer and the chief financial officer. Segment information The group’s management examines the group’s performance both from a product and services perspective and has identified three reportable segments of its business: Energy - Help customers master the energy transition by enabling end-to-end optimisation of the green energy value-chain by offering software solutions and consulting services related to forecasting and optimisation of the different energy markets. Power grid - Enable power distributors to support electrification of society by unlocking flexibility and digital management of the power grid. The group offer both software solutions and consulting services. Infrastructure - Deliver flexible capabilities for digital water management, consisting of both software solutions and consulting services. Help automate processes and machines for the construction industry. In order to asses the performance of the operating segments, the group’s management uses a measure of adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA, see below). Compared to EBITDA, Non-recurring items - items that are not part of the ordinary business, such as M&A activities, stay- on bonus and share based remuneration scheme are excluded. In addition, external costs related to implementation of corporate back-office cloud-based systems (e.g. ERP) are considered non-recurring. In accordance with IFRS IC agenda decision (Configuration or Customisation Costs in a Cloud Computing Arrangement) these costs have not been capitalized, as they previously would have been. In addition the key performing indicators recurring revenue growth, recurring revenue (as The group have revenues that mainly are recognized over time, and uses accruals for revenue bookings based on the duration of the underlying contracts. Revenue recognition on contract with fixed terms, based on total estimation of direct labour is recognized based on estimated degree of completion. Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. Note 3 continues on next page Note 2 Key sources of estimation uncertainty, judgments and assumptions cont. Annual Report 2023 Consolidated financial statements 32 percentage of total revenues), SaaS revenue growth (SaaS) and SaaS revenue (as a percentage of total revenues) are assessed each month. The other segments and eliminations section includes the elimination of inter- segment sales. Segment data for the years ended 31 December 2023 and 2022 are presented below. The measurement basis of segment profit is net operating income. Amounts in NOK 1000 Energy Power grid Infra- structure Other segments and eliminations Total Full year 2023 SaaS 265 942 26 004 107 757 - 399 702 Maintenance 180 488 153 605 90 710 - 424 803 Other revenue recurring 67 019 - - 96 000 163 019 Revenues recurring = Total ARR 513 449 179 609 198 467 96 000 987 525 Revenues non-recurring 230 395 143 214 45 798 57 202 476 608 Other income - - - 2 101 2 101 Non-recurring items * - - 23 115 - 23 115 Revenue from external customers 743 844 322 823 267 380 155 303 1 489 349 Materials and consumables used 32 132 63 990 36 332 68 975 201 429 Employee benefit expenses 398 970 155 102 115 597 59 857 729 526 Other operating expenses 143 362 53 700 47 141 30 766 274 969 Adjusted EBITDA 169 379 50 031 45 195 2 806 267 410 Non-recurring items Personell benefit expences 4 044 2 108 1 672 1 174 8 999 Non-recurring Other operating expences 62 097 4 663 3 698 2 794 73 252 EBITDA 103 238 43 259 62 939 -1 162 208 274 Depreciation and amortization 72 723 22 972 24 525 8 249 128 469 Impairment - - - - - Net operating income/(loss) 30 515 20 287 38 414 -9 411 79 805 Note 3 Segments cont. Amounts in NOK 1000 Energy Power grid Infra- structure Other segments and eliminations Total Full year 2022 SaaS 178 402 25 157 79 715 - 283 274 Maintenance 112 641 128 470 84 712 - 325 823 Other revenue recurring 60 278 - - 96 000 156 278 Revenues recurring = Totale ARR 351 321 153 627 164 427 96 000 765 375 Revenues non-recurring 254 513 100 401 36 548 60 057 451 520 Other income 1 203 - - 1 370 2 572 Total revenues and other income 607 037 254 029 200 976 157 427 1 219 468 Materials and consumables used 46 658 56 207 27 587 77 830 208 282 Employee benefit expenses 279 307 150 655 104 425 68 056 602 443 Other operating expenses 108 095 35 482 35 282 26 651 205 511 Adjusted EBITDA 172 977 11 684 33 681 -15 110 203 232 Non-recurring items Personell benefit expences 25 050 2 111 1 674 1 265 30 100 Non-recurring Other operating expences 11 797 6 150 4 878 3 685 26 509 EBITDA 136 131 3 423 27 129 -20 060 146 623 Depreciation and amortization 55 403 21 029 23 587 6 450 106 470 Impairment - - - - - Net operating income/(loss) 80 727 -17 606 3 542 -26 510 40 153 * 23 MNOK of the amount reported as Other income in the Consolidated statement of income, relates to sale of the product line Fire & Chimney within the Infrastructure segment. In the segment report, the sale is reported as Non-reccuring items and is not included in Adjusted EBITDA. See note 26 for further information. Segment Energy: Volue received the verdict from a legal dispute, as disclosed on November 18th, 2023. The verdict, which is final and cannot be appealed, requires Volue to pay a settlement to the counterpart follow- ing a dispute from 2021. In 2023, NOK 50 million was booked as non-recurring expenses. Consequently, there is no impact on adjusted EBITDA in order to reflect the performance of the underlying business. In addition, NOK 7 million regarding acquisition of Enerim has been treated as non-recurring expenses. Scanmatic AS has been reported as Other segments and eliminations. Annual Report 2023 Consolidated financial statements 33 Note 4 Revenue from contracts with customers Accounting principles and information related to external customers are described in note 1. There are no customers that represents 10 per cent or more of the Group’s total revenues on an annual basis. Disaggregation of revenue from contracts with customers The group derives revenue from the transfer of goods and services over time and at a point in time in the following major product and service lines: Amounts in NOK 1000 Energy Power Grid Infra- structure Other segments and eliminations Total 2023 Segment revenue 742 452 322 823 244 265 154 593 1 464 133 Other income * - - - 2 101 2 101 Revenue from external customers 743 843 322 823 244 265 155 303 1 466 234 Timing of revenue recognition Other revenue recurring ARR 43 122 - - - - Consulting 2 946 - - - - Other revenue non-recurring 47 521 - - - - At a point in time 93 589 - - - 93 589 Over time 650 254 322 823 244 265 155 303 1 372 645 Total 743 843 322 823 244 265 155 303 1 466 234 2022 Segment revenue 607 037 254 029 200 976 157 427 1 219 468 Revenue from external customers 607 037 254 029 200 976 157 427 1 219 468 Timing of revenue recognition Other revenue recurring ARR 39 392 - - - 39 392 Consulting 1 556 - - - 1 556 Other revenue non-recurring 84 382 - - - 40 948 At a point in time 125 330 - - - 125 330 Over time 481 707 254 029 200 976 157 427 1 094 138 Total 607 037 254 029 200 976 157 427 1 219 468 * se note 3 for futher information. Note 4 continues on next page The entity headquarter is located in Norway. The amount of its revenue from external customers, broken down by location of the companies in the group is shown in the below table. Amounts in NOK 1000 2023 2022 Norway 909 980 849 570 Europe 577 200 367 734 Rest of the world 2 169 2 165 Operating revenues 1 489 349 1 219 468 Overview of non-current asset per geography Amounts in NOK 1000 2023 2022 Norway 685 134 562 433 Sweden 2 997 3 442 Denmark 1 501 1 341 Finland 389 244 325 Germany 232 335 218 983 Japan 16 - Poland 1 127 1 170 Total non-current assets 1 312 354 787 695 Note 3 Segments cont. Annual Report 2023 Consolidated financial statements 34 Note 5 Remuneration and employee benefit Amounts in NOK 1000 2023 2022 Salaries 730 054 635 776 Social security contributions 95 202 79 335 Pension costs 38 491 33 437 Capitalised development cost -148 799 -136 340 Share-based payment (IFRS2) 10 831 9 100 Other benefits 12 746 11 236 Total employee benefit expenses 738 525 632 543 Average number of employees 789 736 Note 5 continues on next page Assets and liabilities related to contracts with customers The timing of revenue recognition, billings and cash collections results in billed trade receivables, unbilled receivables (contract assets), and prepayments and deposits from customers (contract liabilities). The table on the next page shows the amounts of contract assets and contract liabilities at year end related to ongoing projects. Amounts in NOK 1000 2023 2022 Trade receivables 386 084 390 863 Contracts with at-delivery billing Booked income 58 518 53 597 Payments recieved 18 584 Contract assets 58 536 54 181 Contracts with advance billing Payment received 13 152 20 912 Booked income 6 351 10 498 Contract liabilities 19 503 31 411 Net contract assets/-liabilities 39 033 22 771 Booked income from uncompleted contracs per 31.12 Booked accrued income per 31.12 113 690 109 095 Booked accrued expences per 31.12 -107 251 -112 540 Reported margin per 31.12 6 439 -3 445 The Group considers on a regular basis whether there exists any onerous contracts. In case of any onerous contracts provisions for loss regarding the remaining period on the contracts are recognized in the period the current period. The Group has an onerous contract related to a specific project, provision for loss are shown in the table below: Amounts in NOK 1000 2023 2022 Balance at 1 January 16 963 31 118 New provisions made 13 500 4 145 Realized losses during the period (-) -16 963 -18 300 Balance at 31 December 13 500 16 963 Note 4 Revenue from contracts with customers cont. Annual Report 2023 Consolidated financial statements 35 Note 5 Renumeration and employee benefit cont. Share option plan - Volue Group The amended guidelines for remuneration of leading persons in the Volue group including the establishment of the share option plan was approved by the shareholders at the 2021 extraordinary general meeting. Note 5 continues on next page Amounts in NOK 1000 2023 2022 Present value of funded liabilities 20 928 22 012 Fair value of pension assets -28 359 -27 891 Present value of net liabilities -7 431 -5 879 Of which presented as pension assets 7 431 5 879 Change in recognised net liability for defined-benefit pensions Net funded defined-benefit pension liability as at 1 January -5 878 -7 648 Paid-in contributions -3 181 3 383 Paid out from the scheme - - Actuarial (gains) losses from other comprehensive income 1 369 -1 920 Costs of defined-benefit schemes 259 307 Net liability for defined-benefit schemes as at 31 December -7 431 -5 878 Costs recognised in the income statement Costs relating to this period’s pension entitlements - 22 Interest on the liabilities 634 403 Expected return on pension plan assets -816 -552 Recognised employers’ contributions 441 434 Effect of partial discontinuation of Board pensions - - Expenses from defined benefit plans 259 307 Costs of defined-contribution pension schemes 38 232 33 129 Net interest on pension liabilities transferred to finance Total pension costs 38 491 33 437 The share option plan is based on a structure in which the Company’s senior management and certain other key employees are granted share options in the Company. Each share option carries the right to acquire one share in the Company. The total number of share options that may be issued under the plan is 2,397,229 for the first-year grant of options and 2,867,621 for the second-year grant of options and 2 397 747 for the third-year grant. The share options vest three years after the date of grant (service condition) and will lapse if not exercised within seven years following the date of grant. For the share options to vest, a minimum average share price development of 4.5% p.a. is required (performance condition). Upon any exercise of share options, the Company may settle its obligations by selling the relevant number of shares or by payment in cash. The share option plan has been treated as an equity-settled plan under IFRS. The strike price of the share options will be based on the volume weighted average share price over the ten last trading days preceding the grant date. The total profit each option holder may achieve shall be limited to 300% of the fair market value of the share at grant. Set out below are summaries of options granted under the plan: 2023 2022 Average exercise price per share option Number of options Average exercise price per share option Number of options As at 1 January 48.46 4 331 439 56.10 1 781 085 Granted during the year 17.61 2 633 497 28.99 2 658 229 Exercised during the year - - - - Forfeited during the year 28.99 287 875 56.10 107 875 As at 31 December 30.86 6 677 061 48.46 4 331 439 Vested and exercisable at 31 December - - - - No options expired during the periods covered by the tables above. Annual Report 2023 Consolidated financial statements 36 Note 5 Renumeration and employee benefit cont. Share options outstanding at the end of the year have the following expiry dates and exercise prices: Grant date Expiry date Exercise price Share options 31 December 2023 Share options 31 December 2022 21-Dec-21 20-Dec-28 56.10 1 531 085 1 673 210 19-Dec-22 18-Dec-29 28.99 2 748 229 2 658 229 4-Dec-23 3-Dec-30 17.61 2 397 747 - Total 6 677 061 4 331 439 Weighted average remaining contractual life of options outstanding at end of period 5,95 years 6.58 years Name Title Share options 31 December 2023 Share options 31 December 2022 Trond Straume CEO 1 149 389 789 727 Arnstein Kjesbu CFO 718 602 473 836 Ingeborg Gjærum COO 407 875 257 875 Richard Schytte CCO 200 000 90 000 Jörg Liendhart CTO 267 875 157 875 Frode Solem EVP Infrastructure 330 000 200 000 Kim Steinsland EVP Scanmatic 150 000 150 000 Håvard Pedersen CDO 260 000 150 000 2023 2022 Expense of options issued under employee share option plan 10 831 9100 Total expenses 10 831 9100 Fair value of options granted The assessed fair value at grant date of options grated during the year ended 31 December 2023 was 5,28 NOK per option (2022 – NOK 7,6). The fair value at grant date is independently determined using an adjusted form of the Black-Scholes model that considers the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the option, and the volatilities of the peer group companies. The model inputs for options granted during the year ended 31 December 2023 included: a) Options are granted for no consideration and vest after three years (service condition) and based on minimum share price development (performance condition). Vested options are exercisable for a period of four years after vesting. b) Exercise price 17.61 (2022 – 28.99) c) Grant date: 04 December 2023 (2022 – 19 December 2022) d) Expiry date: 03 December 2030 (2022 – 18 December 2029) e) Share price at grant date: 17,61 (2022 – 28,99) f) Expected price volatility of the company’s shares: 40% (2022 – 40%) g) Expected dividend yield: 0.00% (2022 – 0.00%) h) Risk-free interest rate: 4.1% (2022 – 3.86%) The estimated expected price volatility is based on median of volatilities of the peer group companies over an historical period of 5 years since Volue has a short historical period only. The estimated expected lifetime of the options is set at 5 years. Total expenses arising from share options are recognized during the period as part of employee benefit expenses and based on expected vesting of 75% regarding service condition. Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognized during the period as part of employee benefit expense were as follows (in NOK 1000): For the share-based incentive program no new shares has been issued during 2023. The share incentive programme was only applicable in 2020 and no new shares has been purchased since 2023. The shares in the program were under lock-up until October 2023. For further information see remuneration report. Annual Report 2023 Consolidated financial statements 37 Note 6 Other operating expenses Amounts in NOK 1000 2023 2022 Contractors 54 105 2 734 Maintenance property, plant and equipment 342 414 Premises, service and office costs 72 410 38 022 Audit and other fees 49 254 85 373 Company cars, lifts and trucks 684 3 131 Communication cost 5 754 4 988 Travelling costs 16 803 19 004 Sales and marketing costs 19 978 15 380 Manufacturing indirect costs 2 144 5 849 Insurances 4 308 1 744 ICT costs 42 207 14 903 Realized bad debts 5 265 17 Other operating costs 67 870 41 760 Total operating expenses 341 123 233 319 Remuneration to auditor Statutory audit 5 205 4 165 Other assurance services 304 162 Tax advisory 217 575 Other non-audit services 2 103 5 757 Total remuneration to auditor 7 829 10 660 Remuneration to auditor also include services related to equity transactions. Note 7 Income tax The tax rate was 22% in 2022 and 2023. The 22% tax rate was used to calculate Deferred tax assets and Deferred tax liabilities as at 31 December 2023. Tax loss carry forward are related to Volue ASA, Volue Market Services AS and Scanmatic AS. Amounts in NOK 1000 2023 2022 Tax payable on ordinary income 32 931 23 161 Adjustment for previous years -1 089 -3 008 Current tax expense 31 842 20 153 Effect of change in temporary differences -5 276 -3 074 Total deferred tax expense -5 276 -3 074 Total tax expense in the income statement 26 567 17 078 Reconciliation of effective tax rate Profit / (loss) before income tax 62 596 36 244 Tax based on current ordinary tax rate 13 771 -48 737 Effect of different tax rates abroad -50 3 473 Effect of non-deductible expenses 11 545 67 840 Effect of non-taxable income 34 -4 098 Effect of unrecognised tax loss carryforward 2 318 1 021 Effect of changed tax rates - - Effect of changed tax assessments for previous years -1 051 -2 420 Total tax expense 26 567 17 080 Effective tax rate 42 % 47 % Note 7 continues on next page Annual Report 2023 Consolidated financial statements 38 Amounts in NOK 1000 Assets Liabilities Net liabilities 2023 Property, plant and equipment 963 -16 476 -15 513 Goodwill, intangible assets 7 509 -72 845 -65 336 Construction contracts - -3 353 -3 353 Inventories 178 - 178 Overdue receivables 396 - 396 Leases 3 478 -173 3 305 Gains and losses account - -4 068 -4 068 Provisions 182 - 182 Other items 1 502 -2 192 -690 Employee benefits 879 -1 628 -749 Tax loss carryforward 18 740 - 18 740 Unrecognised tax loss carryforward -2 829 - -2 829 Recognised tax loss carryforward 15 910 - 15 910 Deferred tax asset/liability 30 997 -100 737 -69 739 Offsetting of assets and liabilities -30 997 30 997 0 Net deferred tax asset/liability 0 -69 740 -69 739 2022 Property, plant and equipment 1 130 -11 690 -10 560 Goodwill, intangible assets 7 211 -20 697 -13 486 Construction contracts - -2 627 -2 627 Inventories - - - Overdue receivables 76 - 76 Leases 3 752 -137 3 615 Gains and losses account - - - Provisions 66 - 66 Other items 38 -2 202 -2 164 Employee benefits - -1 287 -1 287 Tax loss carryforward 3 392 - 3 392 Unrecognised tax loss carryforward 102 - 102 Recognised tax loss carryforward 3 494 - 3 494 Deferred tax asset/liability 15 766 -38 640 -22 874 Offsetting of assets and liabilities -15 766 15 766 0 Net deferred tax asset/liability 0 -22 874 -22 874 Note 7 Income tax cont. Note 8 Inventories Inventory stock Amounts in NOK 1000 2023 2022 Raw materials 21 426 25 005 Work in progress - - Finished goods 8 445 4 483 Total inventories 29 871 29 488 Write-down There have been no write-downs in the period. Annual Report 2023 Consolidated financial statements 39 Note 10 Cash and cash equivalents Amounts in NOK 1000 2023 2022 Total cash and cash equivalents 178 328 318 366 Restricted cash 22 351 22 525 For 2023 restricted cash is related to tax funds. For 2022 restricted cash tNOK 127.984 related to trading, which is a part of Volue Market services AS’ business, is included in total cash and cash equivalents. From 2023 restricted cash related to trading are reported as other receivables. Numbers for 2022 are reclassified. Note 9 Trade and other receivables Trade receivables Amounts in NOK 1000 2023 2022 Trade receivables from contracts with customers 394 956 395 272 Loss allowance -8 872 -4 409 Total 386 084 390 863 Write-down Amounts in NOK 1000 2023 2022 Balance at 1 January -4 409 -1 638 Change in expected losses and outstanding receivables -9 703 -2 712 Realized bad debts 5 265 17 Exchange differences on translation of foreign operations -25 -76 Balance at 31 December -8 872 -4 409 For more information about credit risk and write-downs, see note 16 . Other receivables Amounts in NOK 1000 2023 2022 Other receivables 62 769 101 505 Receivable Arendal Fossekompani 36 416 17 185 Prepayments 41 817 33 297 Restricted cash trading * 21 049 127 984 Total 162 051 279 971 Total trade and other receivables 548 135 670 834 *) Volue Energy Market Services AS For trade receivables and other receivables, provisions for losses are based on individual assessment of each item and customer. Expected loss in categories without any provisions made is based on the assumption that there are not risk of any material losses. Annual Report 2023 Consolidated financial statements Note 11 Property, plant and equipment Amounts in NOK 1000 Vehicles, machinery and equipment Buildings and land RoU assets Total Year ended 31 December 2022 Cost at 1 January 2022 150 501 3 446 192 902 346 849 Additions 14 009 44 - 14 053 Acquisitions through business combinations - - - 0 Disposal -1 367 - - -1 367 Disposal of companies and businesses - - - 0 New leases - - 7 409 7 409 Exchange differences 910 - 560 1 471 Cost at 31 December 2022 164 054 3 490 200 872 368 416 Accumulated depreciation at 1 January 2022 125 617 58 80 199 205 874 Depreciation 11 591 71 27 280 38 942 Impairment - - - 0 Acquisitions through business combinations - - - 0 Disposal -1 087 - - -1 087 New leases - - - 0 Exchange differences cost 717 - 119 835 Accumulated depreciation at 31 December 2022 136 838 129 107 597 244 565 Carrying amount at 31 December 2022 27 216 3 361 93 275 123 852 Amounts in NOK 1000 Vehicles, machinery and equipment Buildings and land RoU assets Total Year ended 31 December 2023 Cost at 1 January 2023 164 054 3 490 200 872 368 416 Additions 11 741 965 - 12 706 Acquisitions through business combinations 825 - - 825 Disposal -50 - - -50 Reclassification -1 963 - 77 -1 886 New leases - - 57 208 57 208 Exchange differences 2 183 - 1 097 3 280 Cost at 31 December 2023 176 790 4 455 259 253 440 498 Accumulated depreciation at 1 January 2023 136 838 129 107 597 244 565 Depreciation 14 287 164 25 904 40 355 Reclassification -1 912 - 34 -1 878 Acquisitions through business combinations 622 - - 622 Disposal - - - 0 New leases - - - 0 Exchange differences cost 1 562 - 326 1 888 Accumulated depreciation at 31 December 2023 151 398 293 133 861 285 552 Carrying amount at 31 December 2023 25 392 4 162 125 392 154 946 Property, plant and equipment is recognized at historical cost less depreciation. Depreciation is calculated using the straight-line method to allocate the cost or revalued amounts of the assets, net of their residual values, over their estimated useful lives as follows: • Buildings 25-40 years • Machinery 3-15 years • Vehicles 3-5 years More information regarding right of use assets are presented in note 14 Leases. Right of use assets is mainly related to property. 40 Annual Report 2023 Consolidated financial statements 41 Note 12 Intangible assets Amounts in NOK 1000 Goodwill Other intangible assets Capital- ised develop- ment cost Total Year ended 31 December 2022 Cost at 1 January 2022 265 479 80 129 294 999 640 606 Additions - 1 988 135 644 137 632 Acquisitions through business combinations - - - 0 Exchange differences 6 880 3 606 1 414 11 899 Cost at 31 December 2022 272 358 85 723 432 056 790 137 Accumulated amortization at 1 January 2022 1 174 11 717 85 187 98 078 Amortization - 11 071 56 457 67 528 Impairment - - - 0 Exchange differences cost - 975 193 1 168 Accumulated amortization and impairment at 31 December 2022 1 174 23 763 141 836 166 773 Carrying amount at 31 December 2022 271 184 61 959 290 220 623 364 Amounts in NOK 1000 Goodwill Other intangible assets Capital- ised develop- ment cost Total Year ended 31 December 2023 Cost at 1 January 2023 272 358 85 723 432 056 790 137 Additions - 218 160 758 160 976 Acquisitions through business combinations 221 829 176 639 43 457 441 925 Exchange differences -7 972 -2 190 -988 -11 150 Cost at 31 December 2023 486 216 260 390 635 283 1 381 888 Accumulated amortization at 1 January 2023 1 174 23 763 141 836 166 773 Amortization 443 10 348 76 789 87 580 Acquisitions through business combinations - 86 25 317 25 403 Impairment - - - 0 Exchange differences cost - 1 324 -1 465 -141 Accumulated amortization and impairment at 31 December 2023 1 617 35 521 242 477 279 616 Carrying amount at 31 December 2023 484 598 224 869 392 806 1 102 273 Note 12 continues on next page Capitalised devolpment costs Volue capitalize development cost related to development of software and data solutions for the Energy, Power Grid and infrastructure industries. The development of these software products will help customers manage and optimize their operations, assets, and resources in the future. The software products that Volue develop and capitalize include: Energy Trading and Risk Management software : Enables energy traders to manage their physical trades, as well as monitor and analyze market data and risks. Annual Report 2023 Consolidated financial statements 42 Note 12 Intangible assets cont. Intangible assets with definite useful life consists of internally generated intangible assets arising from development costs, licenses for software as well as added values related to customer relationships. Useful life varies between four and ten years and the assets are amortised over this period. The group tests whether goodwill and other intangible assets with indefinite useful life has suffered any impairment on an annual basis. For the 2023 reporting periods, the recoverable amount of the groups of cash-generating units (CGUs) was determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management. If there are indications of impairment for the intangible assets with defined useful life, an impairment test is performed. For 2023, there are no such indications. As basis for the valuation of goodwill the group in general expect growth in revenues with 15% year on year in the period 2024-2028. The main reason for improved EBITDA and cash flow in the period comes through economy of scale within the software business with strong growth in revenues. Volue has invested quite significantly in products and platform for further growth, and with upselling on existing product this will give uplift in margin due to a stable cost base compared to revenues. In addition, the transformation from on- premise solutions for software to Software as a service model (SaaS) will give further uplift in profitability in the period with more and more customers on Volue`s SaaS platform. Volue Technology AS The return requirement for total capital (WACC before tax) is set at 12.0%. When calculating the return requirement, it is taken into account that the Group’s earnings are in EUR and USD and that the business is cyclical. Risk-free interest is set at 3.3% and terminal growth is set at 2,5%. A sensitivity analysis based on unilateral change in estimated future revenues shows that a reduction of 80% may result in impairments. Volue Insight AS The return requirement for total capital (WACC before tax) is set at 12 %. Risk-free interest is set at 3.3 % and terminal growth is set at 2 %. A sensitivity analysis based on unilateral change in estimated future EBITDA shows that a reduction of 93% may result in impairments. Note 12 continues on next page Energy Market Analysis software : Provides customers with up-to-date market information and analytics, helping them make informed decisions about energy trading and pricing. Power System Analysis software : Helps customers manage and optimize their power grids, by providing real-time monitoring, forecasting, and optimization tools. Asset Management software : Helps customers manage their assets throughout their lifecycle, from planning and construction to operation and maintenance. Geographic Information System software : Enables customers to manage and analyze geographical data, helping them make informed decisions about infrastructure planning and management. Water and Wastewater Management software : Helps customers manage their water and wastewater treatment plants, by providing real-time monitoring, forecasting, and optimization tools. Impairment test for goodwill and other intangible assets Goodwill monitored by management at the level of the subsidiaries (CGUs). A CGU- level summary of the goodwill allocation is presented below: Amounts in NOK 1000 2023 2022 Volue Technology Group 135 350 135 793 Volue Insight AS - - Volue Market Services AS 6 630 6 630 Scanmatic AS 922 896 Volue Germany GmbH (Likron GmbH) 114 635 107 223 Volue Energy GmbH (Procom GmbH) 22 068 20 642 Volue OY 204 993 - Total Goodwill 484 598 271 185 Annual Report 2023 Consolidated financial statements 43 Volue Market Services AS The return requirement for total capital (WACC before tax) is set at 12,5 %. Risk-free interest is set at 3.3 % and terminal growth is set at 2 %. A sensitivity analysis based on unilateral change in estimated future EBITDA shows that a reduction of 89 % may result in impairments. Scanmatic AS The return requirement for total capital (WACC before tax) is set at 12.5 %. Risk-free interest is set at 3.3 % and terminal growth is set at 2,5 %. A sensitivity analysis based on unilateral change in estimated future EBITDA shows that a reduction of 90 % may result in impairments. Volue Germany GmbH (Likron GmbH) The return requirement for total capital (WACC before tax) is set at 12 %. When calculating the return requirement, it is taken into account that the Group’s earnings are in EUR and USD and that the business is cyclical. Risk-free interest is set at 3.3 % and terminal growth is set at 2 %. A sensitivity analysis based on unilateral change in estimated future revenues shows that a reduction of 51 % may result in impairments. Volue Energy GmbH (Procom GmbH) The return requirement for total capital (WACC before tax) is set at 12 %. When calculating the return requirement, it is taken into account that the Group’s earnings are in EUR and USD and that the business is cyclical. Risk-free interest is set at 3.3 % and terminal growth is set at 2 %. A sensitivity analysis based on unilateral change in estimated future revenues shows that a reduction of 75 % may result in impairments. Volue OY (Former Enerim Energy Market Division) The return requirement for total capital (WACC before tax) is set at 12 %. When calculating the return requirement, it is taken into account that the Group’s earnings are in EUR and USD and that the business is cyclical. Risk-free interest is set at 3.3 % and terminal growth is set at 2 %. A sensitivity analysis based on unilateral change in estimated future revenues shows that a reduction of 15 % may result in impairments. Note 12 Intangible assets cont. Note 13 Non-current receivables and investments Amounts in NOK 1000 2023 2022 Loan to key employees 23 691 23 243 Share in other companies 10 898 24 Pentions funds 9 832 9 269 Other non-current receivables 3 284 2 064 Total non current receivables and investments 47 705 34 600 The loans to key management personnel are related to share purchase program in Volue ASA from 2020. The loans have been made available for the employees for purchase of share in the group, and the downpayment will be done when sale of the shares are done or the employees leaves the company. The loan are pledged towards shares in Volue ASA. The group has no indication of impairment of the loan based on insolvency for the borrower. See note 16 and 23 for further information. Interest rate for the loans is not below the threshold for making the loan a taxable benefit. At year end the interest rate was 4.5 %. Annual Report 2023 Consolidated financial statements 44 Note 14 Leases This note provides information for leases where the Group is a lessee. Amounts recognised in the balance sheet The balance sheet shows the following amounts relating to leases: Amounts in NOK 1000 2023 2022 Total right-of-use assets 125 392 93 275 Current lease liabilities 24 051 18 970 Non-current lease liabilities 105 454 77 492 Total lease liabilities 129 505 96 462 Amounts recognised in the statement of income The statement of income shows the following amounts relating to leases: Amounts in NOK 1000 2023 2022 Total depreciation charge right-of-use assets 25 904 27 280 Interest expense 5 045 3 644 The group has no variable rate leases. Amounts expensed in the income statement relates to low value leases that are immaterial to these financial statements . Note 15 Trade payables, provisions and other current liabilities Amounts in NOK 1000 2023 2022 Trade payables 248 214 397 362 Other current liabilities 314 345 380 469 Total 562 559 777 831 Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature. Provisions Amounts in NOK 1000 2023 2022 Earn-out liabilities - 60 431 Onerous contracts (see note 4) 13 500 16 963 Total 13 500 77 394 Specification of other current liabilities Amounts in NOK 1000 2023 2022 Public taxes 91 571 56 530 Loans to related parties * 44 391 31 141 Accrued expenses 135 975 126 362 Paid in collaterals from customers ** 42 407 127 984 Other current liabilities - 38 453 Total 314 345 380 469 * Loans to related parties. Volue Energy Market Services AS has a interest bearing loan to Arendals Fossekompani. Restricted cash related to trading, which is a part of Volue Market services AS’ business. Annual Report 2023 Consolidated financial statements 45 Note 16 Financial risk and financial instruments This note explains the group’s exposure to financial risks and how these risks could affect the group’s future financial performance. Current year profit and loss information has been included where relevant to add further context. Currency risk The Group’s business is subject to currency and exchange rate risk. The foreign exchange rate risk for the Group relates to the fact that the Group’s business transactions and operations are made in several currencies other than NOK, including EUR, SEK, DKK, PLN and CHF. The Group practice hedge accounting only on a few project and the related amounts are immaterial, hence no further information about this. The overall currency risk for the group is considered to be low, due to both revenues and cost in currency reflecting a low currency risk for the group. Interest rate risk Interest rate risk is the risk that changes in market interest rates will have a negative impact on cash flow or fair value of financial assets and liabilities. Cash flow risk arises from changes in variable interest rates, whereas fair value risk arises from changes in fixed interest rates. The group’s borrowing is primarily exposed to changes in NIBOR through the borrowing facilite NOK 350 million. The group’s lending, limited to loans to associated companies, is exposed to changes in NIBOR. The same applies to the multi-option facility with limit NOK 200 million. In the event that the interest rate would fluctuate up or down by 1 %, all other variables held constant, the impact on net profit would have been +/- tNOK 4.206. Credit risk Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortised cost, at fair value through other comprehensive income (FVOCI) and at fair value through profit or loss (FVPL), favorable derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures related to sales, including outstanding receivables. The Group has a credit risk policy and is following up credit risk on a regular basis.Expected credit losses (ECL) are measured based on a credit risk assessment on a customer by customer basis, using all available information and updated when appropriate. Credit losses for 2023 and 2022 have been 5.2 tNOK and 17 tNOK . The loans to key management personnel are related to share purchase program in Volue ASA from 2020. The loans have been made available for the employees for purchase of share in the group, and the downpayment will be done when sale of the shares are done or the employees leaves the company. The loan are pledged towards shares in Volue ASA. The group has no indication of impairment of the loan based on insolvency for the borrower. See note 13 and 23 for further information. Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. The group maintains flexibility in funding by maintaining availability under committed credit lines. The group’s main interest rate risk arises from bank overdrafts, which expose the group to cash flow interest rate risk. At year end all bank overdrafts agreements are using NIBOR as fixed rate. The amounts are carried at amortised cost. The Group had significant amounts of cash and cash equivalents on accounts with floating interest rate, hence exposure to interest rate risk. Amounts in NOK 1000 Carrying amount Contractual cash flows < 1 yr < 1-2 yr < 2-5 yr < 5 yr 2023 Obligations from leases 129 505 173 881 26 261 24 824 47 304 75 492 Bank overdraft 75 570 75 570 75 570 - - - Trade and other payables 248 214 248 214 248 214 - - - Non-current loan 342 008 412 068 22 356 22 356 367 356 - Amounts in NOK 1000 Carrying amount Contractual cash flows < 1 yr < 1-2 yr < 2-5 yr < 5 yr 2022 Obligations from leases 96 462 96 570 22 424 17 792 21 172 35 182 Bank overdraft 6 892 6 892 6 892 - - Trade and other payables 397 362 397 362 397 362 - - - Note 16 continues on next page Annual Report 2023 Consolidated financial statements Note 16 Financial risk and financial instruments cont. Trade receivables Amounts in NOK 1000 External customer rec. not due External customer rec. 1-30 days past due External customer rec 31-60 days past due External customer rec 61-90 days past due External customer rec > 90 days past due Trade accounts receivable 2023 Outstanding trade receivables 260 173 85 278 15 162 19 675 14 668 394 956 Provision for losses 0 -1 125 -1 775 -2 591 -3 382 -8 872 260 173 84 153 13 387 17 085 11 286 386 084 2022 Outstanding trade receivables 342 652 41 013 3 313 2 889 5 405 395 272 Provision for losses - - -719 -1 719 -1 971 -4 409 342 652 41 013 2 594 1 171 3 434 390 863 Provision for losses Provisions for losses are based on individual assessment of each item and customer. Expected loss in categories without any provisions made is based on the assumption that there are not risk of any material losses. Amounts in NOK 1000 2023 2022 Balance at 1 January -4 409 -1 638 Change in expected losses and outstanding receivables -9 703 -2 788 Realized bad debts 5 265 17 Exchange differences on translation of foreign operations -25 - Balance at 31 December -8 872 -4 409 Fair value hierarchy To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into three levels. Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1. Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities. 46 Annual Report 2023 Consolidated financial statements 47 Note 16 Financial risk and financial instruments cont. The groups financial assets and liabilities are measured at amortized costs, with the exception of shares in other companies of MNOK 10,9 which is measured at fair value (level 3) and for 2022 earn-out of MNOK 60,4 was also measured at fair value (level 3). There are assumed to be no material differences between amortized cost and fair value. Earn-out Related to purchase of Likron GmbH in 2020, there was used a seller credit related to the share issue. In addition to the consideration, the sellers was entitled to a deferred consideration to be paid if the current management stayed in their position until the end of 2022. The sellers were employed in their position as of 31.12.2022. Total earn- out NOK 60.431, has been paid in 2023. Annual Report 2023 Consolidated financial statements 48 Note 17 Borrowings Amounts in NOK 1000 2023 2022 Loans secured by pledged assets Loan 342 008 - Bank overdraft 75 570 6 892 Total borrowings 417 578 6 892 The group did during Q2 secured borrowing facilities for the acquisition of Enerim and other general corporate purposes of NOK 350 million. The loan has a duration of three years without down payments before termination date. In addition NOK 200 million on a multi-option facility has been established and drawn on for securing of funds general corporate purposes, including working capital and guarantees. NOK 345 million of the borrowing facilities of NOK 350 million is used in 2023. Amounts in NOK 1000 2023 2022 Assets pledged for borrowing facility and warranties Property, plant and equipment ) 92 422 - Investment in subsidiaries (Pledge of all shares) 3 449 833 - Contract assets ) 41 052 - Trade accounts receivables ) 298 137 222 664 Total security for borrowing facility and warranties 3 881 444 222 664 ) for any entity incorporated in Norway Covenants Equity Ratio (Total Book Equity to Total Book Asset) shall at all times be 30% or higher. Leverage: Leverage (Total net debt to Adjusted EBITDA) shall not exceed 2.50:1 Guarantees Volue ASA has provided guarantees for subsidiaries: Amounts in NOK 1000 2023 Type Garantees to suppliers 248 256 248 256 The group has a guarantee facility with the sealing of maximum 300 mill to be used for guarantee facilities, in addition to long-term borrowing of 350 mill NOK and the multi-option facility of 200 mill. 222 mill NOK of these is related to guarantees towards E-sett related to Volue Market Services AS. Amounts in NOK 1000 2023 2022 Interest-bearing liabilities Non-current Non-current loan 342 008 - Liabilites to credit institutions 4 555 5 826 Lease liabilites 105 454 77 492 Other liabilites 10 189 9 173 Total long-term borrowings 462 206 92 491 Current Overdraft 75 570 6 892 Lease liabilites 24 051 18 970 Total current borrowings 99 621 25 862 Total current borrowings 561 827 118 353 * Debt to earlier employees Note 17 continues on next page Annual Report 2023 Consolidated financial statements 49 Amounts in NOK 1000 Non-current loan Liabilities to credit institutions Lease liabilities Borrowings Other liabilities Total 2023 Change in interest-bearing liabilites Interest-bearing liabilites as of 1 January 2023 - 5 826 96 462 6 892 9 173 109 180 Procedures for new loans 342 008 - - - - 342 008 Change in bank overdraft - - - 68 678 - 68 678 Repayment of loans - (1 271) - - - (1 271) Repayment of leasing liabilites - - (25 339) - - (25 339) Total cash flow financing activites 342 008 (1 271) (25 339) 68 678 - 384 076 Change not affecting cash flow New lease liabilites - - - - - - recognised/implementation of IFRS 16 - - 57 285 - - 57 285 Other non-cach changes - - 1 097 - 1 016 1 097 Total changes not affecting cash flow - - 58 382 - 1 016 58 382 Interest-bearing liabilites as of 31 December 2023 342 008 4 555 129 505 75 570 10 189 551 638 Amounts in NOK 1000 Non-current loan Liabilities to credit institutions Lease liabilities Borrowings Other liabilities Total 2022 Change in interest-bearing liabilites Interest-bearing liabilites as of 1 January 2022 - 5 640 115 170 17 529 - 138 339 Change in bank overdraft - - - (10 637) - (10 637) Repayment of loans - 1 052 - - - 1 052 Repayment of leasing liabilites - - (26 046) - - (26 046) Total cash flow financing activites - 1 052 (26 046) (10 637) - (35 631) Change not affecting cash flow New lease liabilites - - - - - - recognised/implementation of IFRS 16 - - 7 410 - - 7 410 Other non-cach changes - (866) (72) - 9 173 (938) Total changes not affecting cash flow - (866) 7 338 - 9 173 6 472 Interest-bearing liabilites as of 31 December 2022 - 5 826 96 462 6 892 9 173 109 180 Note 17 Borrowings cont. Note 17 continues on next page Annual Report 2023 Consolidated financial statements 50 Note 19 Share information Amounts in NOK 1000 2023 2022 Ordinary shares 143 869 714 143 869 714 Share capital 57 548 57 548 Share premium 4 446 366 4 440 635 At 31 December 2023 there were 143 869 714 ordinary shares each with a par value of NOK 0,40. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held. Changes in share capital Share capital Share premium Share capital 1 January 2023 57 548 4 440 635 Transactions in own shares - 5 730 Share capital at year end 2023 57 548 4 446 365 Dividends There are no paid out dividends in 2023. Note 18 Finance items Amounts in NOK 1000 2023 2022 Interest income 11 364 3 288 Currency exchange income 13 800 10 661 Other finance income 13 963 1 988 Total Finance income 39 127 15 938 Interest expense 29 150 1 491 IFRS 16 interest 5 045 3 644 Currency exchange expense 4 852 12 370 Other finance cost 17 288 2 343 Total finance cost 56 335 19 847 Net finance items -17 208 -3 910 The tables below presents the maturity of the discounted cash flows of the group’s interest bearing liabilites Amounts in NOK 1000 < 1 yr < 1-2 yr < 2-5 yr < 5 yr 31 December 2023 Non-current loan - - 342 008 - Liabilities to credit institutions 2 277 2 278 - - Lease liabilities 24 886 20 960 39 114 44 545 Borrowings 75 570 - - - Other liabilities 10 189 - 10 189 - Totalt 112 922 23 238 391 311 44 545 Note 17 Borrowings cont. Note 19 continues on next page Annual Report 2023 Consolidated financial statements 51 Note 20 Earnings per share Basic earnings per share are based on profit attributable to the equity holders of the parent and the weighted average number of outstanding ordinary shares. Amounts in NOK 1000 2023 2022 Net profit for the year 36 030 19 166 Attributable to non-controlling interests -14 -177 Attributable to ordinary shares 36 044 19 343 Profit 36 030 19 166 Attributable to non-controlling interests -14 -177 Attributable to ordinary shares 36 044 19 343 Weighted number of ordinary shares outstanding, basic and diluted 143 722 502 143 551 330 Number of shares outstanding end of period 143 853 377 143 551 039 Basic and diluted earnings per share 0.25 0.13 The options under the share option program are not in the money by 31.12.2023 and are not dilutive. The options may be dilutive in the future. For further information with regards to the share option program, see note 5 . Major shareholders Investor Number of shares % of major shareholders % of total Country Arendals Fossekompani ASA 86 316 779 74.51 % 60.00 % Norway Premier Miton Investors 10 134 128 8.75 % 7.04 % UK Fidelity Investments (FMR) 5 079 684 4.38 % 3.53 % USA Invesco 3 763 881 3.25 % 2.62 % USA Kvantia AS (Andenæsgruppen) 3 313 490 2.86 % 2.30 % Norway Mustad Industrier 1 500 000 1.29 % 1.04 % Norway Ulfoss Invest AS 1 470 987 1.27 % 1.02 % Norway Havfonn AS 1 456 790 1.26 % 1.01 % Norway Erik Must 1 410 622 1.22 % 0.98 % Norway TIN Fonder 1 400 000 1.21 % 0.97 % Sweden Other shareholders (holding less than 1 %) 28 023 353 19.48 % Total all shareholders 143 869 714 100.00 % 100.00 % Note 19 Share information cont. Annual Report 2023 Consolidated financial statements Note 21 New investments Volue OY (Enerim OY) In the second quarter, Volue made its biggest acquisition to date in the shape of Enerim Oy’s Energy Market Services division. The aquired business brings approx. 150 new clients, 63 new employees and combined with Volue Market Services creates a strong foundation for further growth for Portfolio management as a service. Purchase consideration Amounts in NOK 1000 Cash paid 357 738 Total purchase consideration 357 738 Assets and liabilities recognised as a result of the acquisition Amounts in NOK 1000 Intangible assets 195 349 Fixed assets 200 Other receivables 11 990 Cash and cash equivalents 11 790 Other current liabilities -23 828 Deffered tax liability -52 737 Net assets acquired 142 765 Purchase price shares in Volue OY 357 738 Goodwill 214 973 Final PPA is completed. The acquired intangible assets consist of technology, patents, order backlog and customer relationships. The amortization time of the intangible assets are defined based on type of asset based on projected life of the assets in use. For Customer relationship 15 years is used as amortization period, due to low churn in the portfolio and following expected lifetime of the customer relationships. For Software and Technology an amortization period of five years is used, following expected lifetime of asset that has been acquired. The net identifiable assets are acquired at fair value. As part of the purchase price allocation an estimation, a basis based on the purchase price, a fair value of identified assets and liabilities. The remaining difference between the fair value of identified assets and the purchase price is classified as goodwill. The goodwill is attributable to the workforce and the high synergies between the two businesses. The acquired business contributed revenues of NOK 60.4 million and a net profit of NOK 1.1 million to the group for the period June 30th to December 31st 2023. If Volue OY were to be acquired as of 1.1.2023 the business would have contributed with additional 60,4 million NOK in revenues and additional 10,8 million NOK in EBITDA for the year 2023. As part of the acquisition of Volue OY transaction cost of 14,1 million has been booked into the 2023 accounts as other operating expenses. These cost are related to transaction fees and fees to financial and legal advisors. Amounts in NOK 1000 Outflow cash to acquire subsidiary, net of cash acquired Outflow cash to acquire subsidiary 357 738 Less cash acquired -11 790 Outflow cash to acquire Enerim subsidiary (net) 345 948 Outflow cash for acquisition earlier years: Likron 60 431 Other 8 575 Payment for acquisition of subsidiary, net of cash acquired 414 954 52 Annual Report 2023 Consolidated financial statements 53 Note 22 Subsidiaries Investor Ownership held by the group Domicile Directly owned Volue Technology AS 100.00 % Norway Volue Germany GmbH 100.00 % Germany Volue Energy GmbH 100.00 % Germany Scanmatic AS 100.00 % Norway Volue Insight AS 100.00 % Norway Volue Market Service AS 100.00 % Norway Volue OY 100.00 % Finland Indirectly owned Volue Technology Danmark A/S 100.00 % Denmark Volue Sp. Z.o.o 100 .00 % Poland Volue AB 100.00 % Sweden Volue In Situ AB 100.00 % Sweden Volue AG 100.00 % Switzerland Volue Enerji cozumleri 100.00 % Turkey Volue G.K 100 .00 % Japan Note 23 Managment compensation and related parties At year end Arendal Fossekompani (AFK) owned 86.316.779 shares, representing 60 % of the total number of shares in Volue. Board of Directors compensation 2023 and number of shares owned 31 December 2023 Remuneration Number of shares in Volue Board of Directors Total remuneration and shares in Volue 1 799 91 490 Executive Leadership team (ELT) remuneration and number of shares owned 31.12.2023 Year Fixed salary Paid bonus Pension Other benefit's Number of shares in Volue Loan from Volue Expenses share based payments 2023 20 321 5 951 1 184 533 1 277 070 22 340 6 240 2022 19 746 6 760 926 854 1 272 198 21 603 5 242 a) Related parties. Transactions between Group companies and other related parties are based on the principles of market value and arm’s leight. Volue Energy Market Services AS sold services relating to market management for tNOK 921 to Arendals Fossekompani (2022:tNOK 866). Se note 15 for information about liablities to Arendals Fossekompani. In 2023, the board member Henning Hansen has delivered consulting services to the company. Through his fully owned company, Hepe Consulting AS, it has been invoiced tNOK 137.5 ex. VAT (2022: tNOK 92.1)to Volue ASA. b) Loan to key emplyees See note 13 and 16 for further information. Annual Report 2023 Consolidated financial statements 54 Note 24 Contingent liabilities There are no ongoing claims. Note 25 Subsequent events There have been no material events subsequent to the reporting period that might have a significant effect on the financial statements. Note 26 Other income Other income in 2023 relates to sale of the product line Fire & Chimney within the Infrastructure segment. This was done as sales of assets. The Transcation was carried out in Q2 and resultet in a net gain of 23 MNOK that was booked as other income. Note 27 Climate risk Volue has conducted an assessment on climate-related risks based on the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD). The disclosures follow the TCFD implementation guidance, and the report can be found in Appendix 4 of the Volue ESG Report 2023. The report covers the company’s exposure to climate-related risks, such as market risks and regulatory risks, as well as potential opportunities. Volue has not at this time identified any material impact on financial reporting judgements and estimates due to climate risks. Whilst there is currently no material impact expected from climate change in the medium term, Volue follows developments and will regularly assess its portfolio risk exposure to transitional and physical climate risks. There has been no significant impact on business caused by extreme weather in 2023. Volue has limited negative risk exposure caused by climate change/extreme weather events. However, the increased need for forecasting of weather, adaptation and building of resilience in the face of a changing climate could entail growth opportunities for Volue’s products. 55 Annual Report 2023 Parent company financial statements Parent company financial statements Statement of income 56 Statement of other comprehensive income 56 Balance sheet 57 Statement of changes in equity 58 Statement of cash flows 59 Notes to the parent company financial statements Note 1 Accounting principles 60 Note 2 Revenue from contracts with customers 61 Note 3 Remuneration and employee benefit 61 Note 4 Other operating expenses 61 Note 5 Income tax 62 Note 6 Trade and other receivables 62 Note 7 Cash and cash equivalents 62 Note 8 Property, plant and equipment 63 Note 9 Non-current receivables and investments 64 Note 10 Leases 64 Note 11 Trade and other payables 65 Note 12 Finance items 65 Note 13 Share information 65 Note 14 Subsidiaries 66 Note 15 Related parties 67 Note 16 Contingent liabilites 68 Note 17 Subsequent events 68 Note 18 Other gains/losses 68 Note 19 Intercompany loans 68 Note 20 Current liabilities and provisions 68 Note 21 Borrowings, pledged and guarantees 69 Annual Report 2023 Parent company financial statements 56 Statement of income For the year ended 31 December Amounts in NOK 1000 Note 2023 2022 Continuing operations Revenues 2 131 052 154 622 Employee benefit expenses 3 24 302 22 272 Other operating expenses 4 121 377 148 164 Other gains/losses 18 - 21 045 EBITDA -14 626 -36 859 Depreciation and amortisation 8, 10 4 082 3 752 Net operating income/(loss) -18 708 -40 611 Finance income 12 18 841 17 516 Finance costs 12 1 015 931 287 411 Profit/(loss) before income tax -1 015 799 -310 506 Income tax expense 5 -3 404 -351 Profit/(loss) for the period -1 012 395 -310 155 Statement of other comprehensive income For the year ended 31 December Amounts in NOK 1000 Note 2023 2022 Items that may be reclassified to statement of income Exchange differences on translation of foreign operations - - Changes on cash flow hedges - - Income tax related to these items - - Items that may be reclassified to statement of income - - Items that will not be reclassified to statement of income Remeasurements of post-employment benefit obligations - - Income tax relating to these items - - Items that will not be reclassified to statement of income - - Other comprehensive income for the period, net of tax - - Total comprehensive income for the period -1 012 395 -310 115 Annual Report 2023 Parent company financial statements 57 Balance sheet For the year ended 31 December Amounts in NOK 1000 Note 2023 2022 Assets Non-current assets Property, plant and equipment 8 ,10 7 071 10 002 Investment in subsidiaries 14 3 449 833 4 065 439 Non-current receivables and investments 9 26 065 23 243 Deferred tax assets 5 6 795 3 392 Total non-current assets 3 489 765 4 102 077 Current assets Trade and other receivables 6 145 142 211 670 Short-term intra-group loans 19 - 34 000 Cash and cash equivalents 7 6 622 8 568 Total Current assets 151 764 254 238 Total assets 3 641 529 4 356 314 Amounts in NOK 1000 Note 2023 2022 Equity Share capital and share premium 4 503 914 4 498 184 Own shares -7 -127 Retained earnings -1 337 682 -325 295 Other reserves 19 931 9 100 Total equity 13 3 186 157 4 181 861 Non-current liabilities Non-current loan 21 342 008 - Lease liabilities 10 2 170 3 790 Total non-current liabilities 344 178 3 790 Current liabilities Borrowings 21 73 884 - Lease liabilites 10 2 106 1 813 Trade and other payables 11 17 532 65 407 Provisions 20 - 60 431 Current interest-bearing liabilities 20 10 864 - Other current liabilities 20 6 809 43 011 Total current liabilities 111 195 170 662 Total liabilities and equity 3 641 529 4 356 314 Oslo, Norway, 4 April 2024 The Board of Directors and CEO Volue ASA Benjamin Golding Chairman Lars Peder Fensli Board Member Ingunn Ettestøl Board Member Henning Hansen Deputy Chairman Christine Grabmair Board Member Kjetil Kvamme Board Member Knut Ove Stenhagen Board Member Annette Maier Board Member Anja Schneider Board Member Trond Straume CEO Dagmara Zellma Board Member Annual Report 2023 Parent company financial statements 58 Statement of changes in equity For the year ended 31 December Amounts in NOK 1000 Share capital Share premium Own shares Retained earnings Share based remuneration scheme Total equity Balance at 1 January 2023 57 548 4 440 636 -127 -325 296 9 100 4 181 861 Profit/(loss) for the period - - - -1 012 395 - -1 012 395 Other equity transactions - - - 9 - 9 Share based remuneration scheme - - - - 10 831 10 831 Own shares - 5 730 121 - - 5 851 Balance at 31 December 2023 57 548 4 446 366 -7 -1 337 682 19 931 3 186 157 Balance at 1 January 2022 57 548 4 440 567 -92 -15 141 - 4 482 883 Profit/(loss) for the period - - - -310 155 - -310 155 Share based remuneration scheme - - - - 9 100 9 100 Own shares - 68 -35 - - 33 Balance at 31 December 2022 57 548 4 440 636 -127 -325 296 9 100 4 181 861 Annual Report 2023 Parent company financial statements 59 Statement of cash flows For the year ended 31 December Amounts in NOK 1000 2023 2022 Cash flow from operating activities Profit/(loss) before income tax -1 015 799 -310 506 Depreciation, amortization and impairment 999 082 286 799 Net financial items 2 090 -13 153 Total after adjustments to profit before income tax -14 626 -36 860 Change in trade and other receivables 25 723 -24 400 Change in trade and other payables -40 121 37 064 Total after adjustments to net assets -29 024 -24 196 Tax paid - - Net cash flow from operating activities -29 024 -24 196 Amounts in NOK 1000 2023 2022 Cash flow from investing activities Interest received 2 599 1 266 Group contribution received 15 178 14 367 Purchase of PPE and intangible assets -255 -1 750 Cash flow regarding loans to employees -448 4 033 Payment on loans and receivables to/from subsidiaries 43 744 -38 059 Purchase of other investments -2 374 - Payment for acquisition of subsidiary, net of cash acquired -432 328 - Net cash flow from investing activities -373 885 -20 143 Cash flow from financing activities New long-term borrowings 342 008 - Net change in bank overdraft 73 884 - Repayment of lease liabilities -1 328 -1 760 Cash Flow from Internal Loans and Borrowings - -30 000 Interest paid etc. -13 602 -2 480 Cash flow from own shares - 33 Net cash flow from financing activities 400 962 -34 207 Net increase in cash and cash equivalents -1 946 -78 546 Cash and cash equivalents at the beginning of the financial year 8 569 87 115 Effects of exchange rate changes on cash and cash equivalents - - Cash and cash equivalents at end of year 6 623 8 569 Annual Report 2023 Parent company financial statements 60 Note 1 Accounting principles Basis for preparation The annual financial statements have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU, as well as Norwegian disclosure requirements pursuant to the Norwegian Accounting Act applicable as of 31 December 2023. The financial statements are presented in Norwegian kroner (NOK), which is the functional currency of the parent company. All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand NOK units unless otherwise stated. The financial statements have been prepared using the historical cost principle. The company recognizes changes in equity arising from transactions with owners in the statement of changes in equity. Other changes in equity are presented in the statement of comprehensive income (total return). The financial statements were approved by the board of directors on 4 April 2024. The financial statements will be submitted for adoption at the Annual General Meeting scheduled for 14 May 2024. The board is authorized to amend the annual and consolidated financial statements until final adoption. Foreign currency Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognized in profit or loss. Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other gains/(losses). Revenue recognition Under IFRS 15, Volue ASA recognizes as revenue the agreed transaction price in a contract with a customer at the time when the company transfers the control of a distinct product or service to the customer at an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. In 2023 Volue ASA had no revenues from external customers. All revenues are related to billing of overhead costs in the company to subsidiaries, which is classified as other income. Notes to the parent company financial statements For the year ended 31 December Annual Report 2023 Parent company financial statements 61 Note 2 Revenue from contracts with customers All revenues in Volue ASA is revenue from group companies, related to billing of overhead costs to subsidiaries. Amounts in NOK 1000 2023 2022 Revenue from group companies (billing of overhead costs to subsidiaries) 131 052 154 783 Public funding (SkatteFunn) - -161 Total revenues 131 052 154 622 Note 3 Remuneration and employee benefit Amounts in NOK 1000 2023 2022 Salaries 21 594 20 238 Social security contributions 2 263 1 804 Pension costs 180 231 Other benefits 266 - Total employee benefit expenses 24 302 22 272 Average number of employees 2 2 Number of fixed employees in Volue ASA is as disclosed above. In addition members of the executive management team are employed in subsidiaries. Salary cost for these employees are charged from subsidiaries to Volue ASA and recognised as other operating expenses. Note 4 Other operating expenses Amounts in NOK 1000 2023 2022 Premises, service and office costs 1 239 2 148 Audit and other fees 40 427 1 564 Travelling costs, indirect 953 1 443 Sales and marketing costs 6 027 6 769 Operating costs, IC 6 354 18 756 Salary from Group-employees employed in subsidiaries 54 721 59 924 Other direct costs 11 656 57 560 Total other operating expenses 121 377 148 165 Remuneration to auditor Statutory audit 1 772 1 800 Tax advice 20 435 Other non-audit services 1 064 4 443 Total remuneration to auditor 2 856 6 678 Annual Report 2023 Parent company financial statements 62 Note 5 Income tax Amounts in NOK 1000 2023 2022 Basis for payable tax Profit (loss) before income tax -1 015 799 -310 506 Permanent differences 983 815 294 536 Basis for payable tax -31 984 -15 970 Effect of change in temporary differences 15 845 525 Effect of group contribution 15 178 14 368 Changes in deferred tax assets 962 1 079 Basis for payable tax 0 0 Payable tax (22 %) 0 0 Reconciliation of effective tax rate Total pre tax income -1 015 799 -310 506 Tax based on current ordinary tax rate -223 476 -68 311 Effect of non deductible expenses 216 733 64 799 Tax effect of Group contribution 3 339 3 161 Total tax expense -3 403 -351 Effective tax rate 0 % 0 % The effective tax rate is impacted by the permanent differences. Amounts in NOK 1000 2023 2022 Temporary differences Fixed assets 873 -202 RoU assets 31 180 Tax losses carried forward 29 985 15 445 Basis for deferred tax asset / (liability) 30 889 15 423 Deferred tax asset / (liability) 6 796 3 393 Note 6 Trade and other receivables Trade receivables Amounts in NOK 1000 2023 2022 Trade receivables from subsidiaries 89 188 160 728 Loss allowance - - Total 89 188 160 728 Other receivables Amounts in NOK 1000 2023 2022 Other receivables from subsidiaries 47 939 42 419 Other short-term receivables 8 015 8 523 Total 55 954 50 942 Total trade and other receivables 145 142 211 670 Note 7 Cash and cash equivalents Amounts in NOK 1000 2023 2022 Total cash and cash equivalents 6 622 8 568 Restricted cash 948 962 Restricted cash are related to tax funds. Annual Report 2023 Parent company financial statements 63 Note 8 Property, plant and equipment Amounts in NOK 1000 Vehicles, machinery and equipment RoU buildings and land Total Year ended 31 December 2022 Cost at 1 January 2022 6 709 9 072 15 781 Additions 1 751 - 1 751 Change in RoU - - - Cost at 31 December 2022 8 460 9 072 17 532 Accumulated depreciation at 1 January 2022 1 937 1 841 3 778 Depreciation 1 944 1 808 3 752 Change in RoU - - - Accumulated depreciation at 31 December 2022 3 881 3 649 7 530 Carrying amount at 31 December 2022 4 579 5 423 10 002 Amounts in NOK 1000 Vehicles, machinery and equipment RoU buildings and land Total Year ended 31 December 2023 Cost at 1 January 2023 8 460 9 072 17 532 Additions 255 - 255 Change in RoU - 897 897 Cost at 31 December 2023 8 715 9 970 18 684 Accumulated depreciation at 1 January 2023 3 881 3 649 7 530 Depreciation 1 975 2 107 4 082 Change in RoU - Accumulated depreciation at 31 December 2023 5 856 5 756 11 612 Carrying amount at 31 December 2023 2 858 4 214 7 072 Property, plant and equipment is recognised at historical cost less depreciation. Depreciation is calculated using the straight-line method to allocate the cost or revalued amounts of the assets, net of their residual values, over their estimated useful lives as follows: • Buildings 25-40 years • Machinery 3-5 years • Vehicles 3-5 years More information regarding right of use assets are presented in note 10 Leases. Annual Report 2023 Parent company financial statements 64 Note 9 Non-current receivables and investments Amounts in NOK 1000 2023 2022 Investments in other companies 2 374 - Loans to employees 23 691 23 243 Total non-current receivables and investments 26 065 23 243 The loans to key management personnel are related to purchase of shares in Volue ASA and the shares are used as collateral according to the loan agreements. Interest rate for the loans is not below the threshold for making the loan a taxable benefit. At year end the interest rate was 4.5 %. Note 10 Leases This note provides information for leases where the group is a lessee. Amounts recognised in the balance sheet The balance sheet shows the following amounts relating to leases: Amounts in NOK 1000 2023 2022 RoU buildings and land 4 214 5 423 Total right-of-use assets 4 214 5 423 Current lease liabilities 2 106 1 813 Non-current lease liabilities 2 170 3 790 Total lease liabilities 4 276 5 603 Amounts recognised in the statement of income The statement of income shows the following amounts relating to leases: Amounts in NOK 1000 2023 2022 Depreciation RoU buildings and land 2 107 1 808 Total depreciation charge right-of-use assets 2 107 1 808 Interest expense 159 235 Annual Report 2023 Parent company financial statements 65 Note 11 Trade and other payables Amounts in NOK 1000 2023 2022 Trade payables intercompany 13 015 59 464 Trade payables other 4 517 5 943 Total 17 532 65 407 Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature. Note 12 Finance items Amounts in NOK 1000 2023 2022 Interest income 2 599 1 266 Currency exchange gains 1 064 1 884 Group contribution income 15 178 14 367 Total Finance income 18 841 17 516 Interest expense 15 206 309 IFRS 16 interest 159 235 Currency exchange losses 4 967 3 819 Other financial cost 598 - Impairment 995 000 283 048 Total finance cost 1 015 931 287 411 Net finance items -997 090 -269 895 Note 13 Share information Amounts in NOK 1000 2023 2022 Ordinary shares 143 869 714 143 869 714 Share capital 57 548 57 548 Share premium 4 446 366 4 440 635 At 31 December 2023 there were 143 869 714 ordinary shares each with a par value of NOK 0.40. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held. Changes in share capital Amounts in NOK 1000 Share capital Share premium Share capital 1 January 2023 57 548 4 440 635 Transactions in own shares - 5 730 Share capital at year end 2023 57 548 4 446 366 Dividends There are no paid out dividends in 2023. Note 13 continues on next page Annual Report 2023 Parent company financial statements 66 Major share holders Amounts in NOK 1000 Number of shares % of major shareholders % of total Country Arendals Fossekompani ASA 86 316 779 74.51 % 60.00 % Norway Premier Miton Investors 10 134 128 8.75 % 7.04 % UK Fidelity Investments (FMR) 5 079 684 4.38 % 3.53 % USA Invesco 3 763 881 3.25 % 2.62 % USA Kvantia AS (Andenæsgruppen) 3 313 490 2.86 % 2.30 % Norway Mustad Industrier 1 500 000 1.29 % 1.04 % Norway Ulfoss Invest AS 1 470 987 1.27 % 1.02 % Norway Havfonn AS 1 456 790 1.26 % 1.01 % Norway Erik Must 1 410 622 1.22 % 0.98 % Norway TIN Fonder 1 400 000 1.21 % 0.97 % Sweden Other shareholders (holding less than 1 %) 28 023 353 - 19.48 % - Total all shareholders 143 869 714 100.00 % 100.00 % Note 14 Subsidiaries The Volue Group is a part of the Arendal Fossekompani (AFK) Group and are included in the consolidated financial statements. Volue Group are required to follow the AFK reporting processes during both monthly closing and year end closing. Subsidaries Company Ownership held by the group Domicile Head- quarters Book value Volue Technology AS 100.00 % Norway Trondheim 1 793 918 Volue Market Service AS 100.00 % Norway Arendal 122 087 Scanmatic AS 100.00 % Norway Arendal 100 392 Volue Insight AS 100.00 % Norway Arendal 873 197 Volue Germany GmbH 100.00 % Germany München 156 012 Volue Energy GmbH 100.00 % Germany Aachen 39 402 Volue OY 100.00 % Finland Helsinki 364 827 Total book value 3 449 833 Indirectly owned Volue Technology Danmark A/S 100.00 % Denmark Volue Sp. Z.o.o 100 .00 % Poland Volue AB 100.00 % Sweden Volue In Situ AB 100.00 % Sweden Volue AG 100.00 % Switzerland Volue Enerji cozumleri 100.00 % Turkey Volue G.K 100 .00 % Japan Note 14 continues on next page Note 13 Share information cont. Annual Report 2023 Parent company financial statements 67 Impairment of financial assets Amounts in NOK 1000 At Cost Impariment 2022 Impariment 2023 Book Value Shares in Volue Technology AS 2 991 966 -283 048 -915 000 1 793 918 Shares in Scanmatic AS 180 392 - -80 000 100 392 3 172 358 -283 048 -995 000 1 894 310 Volue ASA owns all the shares in Volue Technology AS. The assets in Volue ASA are, beside cash, shares in subsidiaries. The market cap for Volue ASA is used for valuation principle, and by using market value at 31.12 this indicate an impairment of the shares in subsididaries. By using the market value at 31.12 an impairment of 915 MNOK of the shares in Volue Technology AS has been done. Volue ASA owns all the shares in Scanmatic AS. By using the market value at 31.12 an impairment of 80 MNOK of the shares in Scanmatic AS has been done. Note 15 Related parties At year end Arendal Fossekompani (AFK) owned 86.316.779 shares, representing 60 % of the total number of shares in Volue. Board of Directors compensation 2023 and number of shares owned 31 December 2023 Remuneration Number of shares in Volue Board of Directors Total remuneration and shares in Volue 1 799 91 490 Executive Leadership team (ELT) remuneration and number of shares owned 31.12.2023 Year Fixed salary Paid bonus Pension Other benefit's Number of shares in Volue Loan from Volue Expenses share based payments 2023 20 321 5 951 1 184 533 1 277 070 22 340 6 240 2022 19 746 6 760 926 854 1 272 198 21 603 5 242 Related parties In 2023, the year board member Henning Hansen has delivered consulting services to the company. Through his fully owned company, Hepe Consulting AS, it has been invoiced NOK 137.500,- ex. VAT to Volue ASA. All related party transactions have been carried out as part of the normal course of business and at the arm’s length principle. ASA. Note 14 Subsidiaries cont. Annual Report 2023 Parent company financial statements 68 Note 16 Contingent liabilites The company had no contingent liabilities at 31 December 2023. Note 17 Subsequent events There have been no material events subsequent to the reporting period that might have a significant effect on the parent company financial statements Note 18 Other gains/losses The company has no gain/losses for 2023. Note 19 Intercompany loans Amounts in NOK 1000 2023 2022 Short-term loan to Scanmatic AS - 16 000 Short-term loan to Volue Technology AS - 18 000 Total intercompany loans - 34 000 Note 20 Current liabilities and provisions Current interest-bearing liabilities Amounts in NOK 1000 2023 2022 Due to Volue Insight AS 897 - Due to Volue Energy Market Services AS 5 657 - Due to Volue Danmark AS 4 310 - Total current interest-bearing liabilities 10 864 - Provisions Amounts in NOK 1000 2023 2022 Sellers credit related to Volue Germany GmbH (former Likron GmbH) - 60 431 Other current liabilities Amounts in NOK 1000 2023 2022 Sellers credit related to Volue Energy GmbH (former ProCom GmbH) - 3 718 Other taxes, VAT and dues payable 884 1 322 Other current liabilities 5 925 37 971 Total other current liabilities 6 810 43 011 Annual Report 2023 Parent company financial statements 69 Note 21 Borrowings, pledged and guarantees Amounts in NOK 1000 2023 2022 Loans secured by pledged assets Loan 342 008 - Bank overdraft 73 884 - Total borrowings 415 892 - The group did during Q2 secured borrowing facilities for the acquisition of Enerim and other general corporate purposes of NOK 350 million. The loan has a duration of three years without down payments before termination date. In addition NOK 200 million on a multi-option facility has been established and drawn on for securing of funds general corporate purposes, including working capital and guarantees. NOK 345 million of the borrowing facilities of NOK 350 million is used in 2023. Amounts in NOK 1000 2023 2022 Assets pledged for borrowing facility and warranties Property, plant and equipment ) 92 422 - Investment in subsidiaries (Pledge of all shares) 3 449 833 - Contract assets ) 41 052 - Trade accounts receivables ) 298 137 222 664 Total security for borrowing facility and warranties 3 881 444 222 664 *) included subsidiaries, owned directly and indirectly, who is incorporated in Norway Covenants Equity Ratio (Total Book Equity to Total Book Asset) shall at all times be 30% or higher. Leverage: Leverage (Total net debt to Adjusted EBITDA) shall not exceed 2.50:1 Amounts in NOK 1000 2023 Type Garantees to suppliers 248 256 248 256 The group has a guarantee facility with the sealing of maximum 300 mill to be used for guarantee facilities, in addition to long-term borrowing of 350 mill NOK and the multi-option facility of 200 mill. 222 mill NOK of these is related to guarantees towards E-sett related to Volue Market Services AS. Annual Report 2023 Parent company financial statements 70 Responsibility statement from the Board of Directors and Chief Executive Officer We confirm that, to the best of our knowledge, the consolidated financial statements for the period for 2023 have been prepared in accordance with IFRS and applicable additional disclosure requirements in the Norwegian Accounting Act, and that the financial statement of the parent company for 2023 have been prepared in accordance with the Norwegian Accounting Act and Norwegian accounting standards, and that the accounts give a true and fair view of the group and the company’s consolidated assets, liabilities, financial position and results of the operations per 31 December 2023. We also confirm to the best of our knowledge, that the Director’s report provides a true and fair view of the development and performance of the business and the position of the group and the company including description of key risks and uncertainty factors pertaining to the group going forward. Benjamin Golding Chairman Lars Peder Fensli Board Member Ingunn Ettestøl Board Member Henning Hansen Deputy Chairman Christine Grabmair Board Member Kjetil Kvamme Board Member Knut Ove Stenhagen Board Member Annette Maier Board Member Anja Schneider Board Member Trond Straume CEO Dagmara Zellma Board Member 71 PricewaterhouseCoopers AS, Kystveien 14, NO-4841 Arendal T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap To the General Meeting of Volue ASA Independent Auditor’s Report Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Volue ASA, which comprise: • the financial statements of the parent company Volue ASA (the Company), which comprise the balance sheet as at 31 December 2023, the statement of income, statement of other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information, and • the consolidated financial statements of Volue ASA and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2023, and the statement of income, statement of other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion • the financial statements comply with applicable statutory requirements, • the financial statements give a true and fair view of the financial position of the Company as at 31 December 2023, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU, and • the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2023, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU. Our opinion is consistent with our additional report to the Audit Committee. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws a nd regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), 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, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. We have been the auditor of the Company for 4 years from the election by the general meeting of the shareholders on 26 November 2019 for the accounting year 2020. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 2/5 The Group’s business activities are largely unchanged compared to last year. We have not identified regulatory changes, transactions or other event that qualified as new Key Audit Matters for our audit of the 2023 financial statements. Furthermore, Revenue over Time from Contracts with Customers and Valuation of G oodwill and Intangible Assets have the same characteristics and risks as in the prior year, and therefore continue to be areas of focus this year. Key Audit Matters How our audit addressed the Key Audit Matter Revenue over Time from Contracts with Customers In 2023, revenue recognised over time from contracts with customers constituted NOK 1 372 645 thousand, equal to approximately 94% of total operating revenues. NOK 113 690 thousand of revenue recognised over time is accrued income form uncompleted contract s at the balance-sheet date. Revenue over time from contracts with customers is recogni sed based on expected final outcome. Assessments of total contract cost, revenue and, if applicable, stage of completion are updated on a regular basis. There are seve ral reasons why we consider revenue recognised over time to be a key audit matter. The Group has a significant volume of contracts where revenues are recognised over time. Additionally, these contracts may have a long duration and the allocation of contrac t revenues and costs is subject to management judgement which may be complex. Furthermore, management’s judgement affects several significant financial statement line items, and thus has a pervasive effect on the financial statement. The accountings prin ciples and notes 3 and 4 to the consolidated financial statement include further informa tion on the Group’s recognition of revenue over time from contracts with customers. We obtained a sample of contracts and assessed the accounting treatment against the Group’s accounting principles and IFRS 15 Revenue from contracts with customers. We found that the accounting treatment was consistent with the content of the contracts and that accounting princip les were based on IFRS 15. Through meetings with management and project leader s, including review of relevant documentation, we tested whether the Group had implemented controls to ensure that accounting for revenue over time reflects management’s best es timates with respect to total contract revenue, cost, and if applicable , stage of completion. We found that controls had been implemented at various levels of the organisation, and that the controls included periodic meetings to review open contracts. Es timating project revenues and associated costs and , if applicable, calculating stage of completion require exercise of judgement. We performed various procedures to assess whether management’s judgements were reasonable, including: • Interviewed project leaders and management challenging judgements made with respect to project estimates. • Compared expenses and hours incurred to budgeted expenses and hours. • Compared actual outcome on completed project against initial budget. • If applicable, assessed whether stage of completion on open projects corresponded to amounts recognised in the financial statements. We found that assumptions used, and judgements made by management were reasonable. We further evaluated the information provided in the accounting principles and in notes 3 and 4 to the consolidated financial statements, and found it to be adequate and appropriate. Annual Report 2023 Independent auditor’s report Independent auditor’s report 72 3 / 5 Valuation of Goodwill and Intangible Assets On 31 December 2023 the carrying amount of goodwill and intangible assets in the Group’s financial statements was NOK 1 102 273 thousand, equal to approximately 52% of total assets. Goodwill and intangible assets with indefinite economic life are tested for impairment at leas t annually. Impairment testing is performed at the level of cash generating unit. When testing for impairment, the carrying amount is compared to the recoverable amount. The recoverable amount is determined based on value in use or fair value less cost of disposal. On 31 December 2023, management’s impairment assessment indicated that the recoverable amount exceeded the carrying amount for all cash generating units where goodwill and intangible assets were recognised. As a result, no impairment was recorde d. We focused on valuation of goodwill and intangible assets because these assets constitute a significant share of the Group’s total assets, and because calculation of the recoverable amount requires application of significant judgement by management. R efer to note 12 to the consolidated financial statements for further information on goodwill and intangible assets, cash generating units and impairment testing. We obtained and gained an understanding of management’s impairment assessment related to goodwill and intangible assets. Our procedures included an assessment of the valuation method and whether key assumptions used by management appeared reasonable based on our understanding of the business and industry of each relevant cash genera ting unit. We also traced data used in valuation models to underlying documentation. Based on our audit procedures we found that valuation methods used were reasonable and consistent with our understanding of the business and industry. Our testing of data against underlying documentation did not uncover material exceptions. While we did not find evidence to indicate that goodwill or intangible assets were impaired, we note that the valuation of cash generating units is sensitive to changes in assumptions. Lastly, we evaluated the information provided in note 12 to the consolidated financial statements and found it to be adequate and appropriate. Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial s tatements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other info rmation accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audi t, it is our opinion that the Board of Directors’ report • is consistent with the financial statements and • contains the information required by applicable statutory requirements. 4 / 5 Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate Governance and Corporate Social Responsibility. Responsibilities of Management for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group'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 and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. • evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. Independent auditor’s report cont. Annual Report 2023 Independent auditor’s report 73 5 / 5 • 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 the Board of Directors 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 the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unl ess 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. Report on Other Legal and Regulatory Requirements Report on Compliance with Requirement on European Single Electronic Format (ESEF) Opinion As part of the audit of the financial statements of Volue ASA, we have performed an assurance engagement to obtain reasonable assurance about whether the financial statements included in the annual report, with the file name Volue Annual Report 2023.zip, have been prepared, in all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial statements. In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF regulation. Management’s Responsibilities Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary. Auditor’s Responsibilities For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger Arendal, 4 April 2024 PricewaterhouseCoopers AS Lars Ole Lindal State Authorised Public Accountant Independent auditor’s report cont. Annual Report 2023 Independent auditor’s report 74 Annual Report 2023 Members of the Board Members of the Board The overall management of the Company is vested in the Board of Directors and the Management. In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day-to-day management of the Company’s business, ensuring proper organisation, preparing plans and budgets for its activities, ensuring that the Company’s activities, accounts and asset management are subject to adequate controls and undertaking investigations necessary to perform its duties. As of 4 April 2024, Volue’s board comprised ten members, of which three are employee-elected. Volue’s board is composed such that it is able to act independently of any special interests. 75 Benjamin Kristoffer Golding Chairman of the Board Benjamin Kristoffer Golding has been the Chief Executive Officer of Arendals Fossekompani ASA since May 2023. Prior to this he was a member of the executive management team of DNB. Golding has a broad industrial background from Aker Solutions, Orkla and McKinsey, as well as various board positions. He holds a MSc of technology within cybernetics from the Norwegian University og Science and Technology (NTNU). Chairman of the Board in Volue since: April 2023 Elected until: 2025 Independent of Executive Management Current Board positions: Chairman of the board of ENRX AS Number of shares in Volue ASA: 0 Board meetings attended in 2023: 8/11 Ingunn Ettestøl Board Member Ingunn Ettestøl has held the position as Chief Sustainability Officer (CSO) in Arendals Fossekompani ASA since September 2020. Prior to that, she was Vice President of Business Development in Arendals Fossekompani ASA from 2017. Ettestøl has extensive experience from the energy sector and has held several management positions in Agder Energi AS and Enova SF. She holds a PhD in Electrical Power Engineering from NTNU and a Master degree in Theoretical Physics from NTNU. Board member since: 2020 Elected until: 2024 Independent of Executive Management Current Board positions: Kilandfoss AS (Chair), Etcona AS (Chair) and member of the board of directors of Arendals Fossekompani’s Pensjonskasse; Miljøfyrtårn og Vegårshei Skogeierlag. Member of: Audit Committee Number of shares in Volue ASA: 6 187 Board meetings attended in 2023: 7/11 Lars Peder Fosse Fensli Board Member Lars Peder Fensli has been the Chief Financial Officer of Arendals Fossekompani ASA since April 2017. Prior to this, he held the position as Chief Executive Officer of Markedskraft AS. Fensli has more than 20 years of experience from several board of directors positions and executive management positions within a wide range of industries. He holds a MSc in Economics and Business Administration from Norwegian School of Economics (NHH). Board member since: 2020 Elected until: 2025 Independent of Executive Management Current Board positions: Chairman of the board of Alytic AS, Charmain of the board of AFK Property AS, member of the board of directors Vergia AS, Appsens AS, Ørshall AS Member of: Chair of the Audit Committee Number of shares in Volue ASA: 17 000 Board meetings attended in 2022: 11/11 Annual Report 2023 Members of the Board Henning Hansen Deputy Chairman of the Board Henning Hansen has more than 30 years’ experience from the software and technology industry and has worked as a full time non- executive Board member and owner of HEPE Consulting AS since 2017. He previously held the positions as Chief Executive Officer in Norman ASA and Confirmit ASA, Vice President of Gartner Norway and Oracle Norway, and IT manager of Eltek ASA. Hansen has also served as chairman of Apsis AB, and as a member of the board of directors of Confirmit, Catalystone AS, ENEAS AS, Software Innovation, Forsta, GSGroup AS, Promon,Kabal AS and Powel AS. Hansen holds two bachelor degrees: a BBa from BI Norwegian School of Management in Oslo and a BSc from Oslo Ingeniørhøyskole. Board member since: 2020 Elected until: 2024 Independent of Executive Management and the company’s main shareholder Current Board positions: Chairman of the board of Norstat AS and Defendable AS. Member of: Audit Committee Number of shares in Volue ASA: 42 857 Board meetings attended in 2023: 11/11 76 Annual Report 2023 Members of the Board Christine Grabmair Board Member Christine Grabmair acts as the Chief Transformation Officer weithin the renewable Business at BayWa r.e. driving the organizational and digital transformation. She brings about 20 years of experience from the industrial and technology industries in various senior management positions in Steel, Automotive and Energy Business. Grabmair holds a diploma in Business Administration and a MSc in Information Systems. Board member since: 2021 Elected until: 2024 Independent of Executive Management and the company’s main shareholder Number of shares in Volue ASA: 0 Board meetings attended in 2023: 09/11 Annette Maier Board Member Annette Maier is Area Vice President Central & Eastern Europe at UiPath, a leading provider of automation and RPA (Robotic Process Automation) and is responsible for the business in the regions of Central and Eastern Europe. Maier brings more than 20 years of experience in management and sales in European companies in the tech sector. Prior to her position at UiPath, she was responsible for the growth of the cloud business within the DACH region at Google Cloud. She also spent six years at VMware, where she most recently was Vice President and General Manager in Germany, and earlier Director Global Accounts at CEMEA and led the Enterprise Account Team. Before that, Maier spent more than six years in management positions at Hewlett-Packard. She holds MBA in business administration and economics at the University of Cologne in Germany. Board member since: 2021 Elected until: 2025 Independent of Executive Management and the company’s main shareholder Current Board positions: Compass Group (member) Number of shares in Volue ASA: 11 000 Board meetings attended in 2023: 08/11 Anja Schneider Board Member Anja Schneider serves as Senior Vice President and Chief Operating Officer (COO) globally or the executive board area Technology & Innovation at SAP, the world largest provider and market leader in enterprise application software. In this role she is responsible for the operationalisation of development strategy incl. planning, business transformation, workforce strategy, portfolio management, cloud operations as well as strategic customer engagements. She brings more than 23 years of experience in technology and business. Schneider held various senior leadership positions in the area of Sales, Go-to-Market Strategy, strategic planning of IT landscapes, integration, business model innovation as well as extensive industry knowledge. Schneider holds a Master in public management and business from the University of Applied Sciences - Public Administration and Finance Ludwigsburg. Board member since: 2021 Elected until: 2025 Independent of Executive Management and the company’s main shareholder Number of shares in Volue ASA: 0 Board meetings attended in 2023: 08/11 Dagmara Zellma Board Member, elected by the employees Dagmara Zellma holds the positions as Manager and Software Automation Engineer in Energy Solutions at Volue and has been with the company since 2021. Prior to this Zellma worked in Asseco Poland (the largest Polish IT company), Powel (2016- 2020) and Acxiom (2020-2021). In addition, she works as a lecturer at the Gdańsk University WSB Merito. She holds a Master of Science in Mathematics from University of Gdańsk. Board member since: September 2023 Elected until: 2025 Number of shares in Volue ASA: 0 Board meetings attended in 2023: 03/11 77 Annual Report 2023 Members of the Board Knut Ove Blichner Stenhagen Board Member, elected by the employees Knut Ove Blichner Stenhagen holds the position as Head of Projects, Arendal in Scanmatic AS (a subsidiary company of Volue, formerly known as Volue Industrial IoT). Prior to this Stenhagen has worked as Head of Operations, Arendal (2023), Head of Automation (2018-2022) and Development engineer (2012-2017) in Scanmatic and as a Project Engineer at Siemens (2009-2012). He holds a Master of Science in Engineering Cybernetics from Norwegian University of Science and Technology (2009). He has also served as member of the board of directors of Scanmatic AS from 2014 to 2022. Board member since: 2020 Elected until: 2025 Number of shares in Volue ASA: 6 946 Board meetings attended in 2023: 11/11 Kjetil Kvamme Board Member, elected by the employees Kjetil Kvamme holds the position as Product Manager in Power Grid at Volue and has been with the company since 1995. Prior to this he worked at an Electrical Utility in Tromsø as an installer and later electrical engineer for six years. Kvamme has previously served as Board Member in Powel AS from 2015 until 2021. He holds a Master of Sciences in Applied Physic from University of Tromsø. Board member since: 2020 Elected until: 2025 Number of shares in Volue ASA: 0 Board meetings attended in 2023: 11/11 78 Annual Report 2023 Alternative Performance Measures Alternative Performance Measures Basis for preparation This presentation provides financial highlights for the quarter for Volue. The financial information is not reported according to the requirements in IAS 34 and the figures are not audited. Volue ASA presents alternative performance measures as a supplement to measures regulated by IFRS. The alternative performance measures are presented to provide better insight and understanding of operations, financial position and the basis for future developments. The definitions of these measures are as follows: • Adjusted EBITDA - In order to give a better representation of underlying performance, EBITDA is adjusted with non-recurring items. • ARR – Annual Recurring Revenues is defined as revenues from recurring contracts including software as a service. Includes also elements of reoccurring revenue, for Scanmatic that is reported under Other segments. • EBIT - Profit/loss before tax and net finance cost. • EBITDA - Profit/loss before tax, net finance cost, depreciation, amortisation and impairment. • SaaS – Software as a service. SaaS revenues are defined as revenues from software & services operated by Volue in the cloud. • Non-recurring items - items that are not part of the ordinary business, such as external costs related to implementation of corporate back-office cloud-based systems (e.g. ERP), M&A related costs and costs related to the share-based remuneration schemes. In accordance with IFRS IC agenda decision (Configuration or Customisation Costs in a Cloud Computing Arrangement) from April 2021, these costs have not been capitalised, as they previously would have been. Through digital platforms and innovative solutions, we deliver services critical to society for a cleaner, beer, and more profitable future. Volue ASA Chr. Krohgsgate 16 Postboks 9008 NO-0186 Oslo Norway info@volue.com +47 73 80 45 00