Webstep

Webstep ASA 0 Table of contents Key figures 2 Letter from the CEO 3 Board of directors’ report 6 Equality and anti-discrimination statement 23 EU taxonomy statement 26 Corporate Reporting Sustainability Directive 31 Financial statements – Group 35 Financial statements – Parent company 76 Annual statement on corporate governance 93 Statement by the Board of directors and CEO 102 Auditor’s report 105 Appendix 111 1 WEBSTEP | ANNUAL REPORT 2023 Key figures NOK million 2023 2022 2021 2020 2019 Operating revenues 1000.0 888.4 775.0 690.0 660.5 EBITDA 65.7 76.2 81.2 63.9 60.4 EBITDA margin 6.6% 8.6% 10.5% 9.3% 9.1% EBIT 18.5 54.6 65.9 50.0 49.1 EBIT margin 1.8% 6.2% 8.5% 7.2% 7.4% Net profit 4.4 38.4 48.5 36.7 36.1 Net cash ﬂow 13.2 15.7 7.0 14.3 -8.0 Earnings per share (NOK) 0.16 1.40 1.80 1.38 1.36 Earnings per share, fully diluted (NOK) 0.16 1.39 1.77 1.38 1.36 Number of employees, average (FTE) 561 512 449 410 397 Number of employees, end of period 570 538 478 415 409 Operating revenue TNOK per employee (average) 1,784 1,736 1,725 1,681 1,663 EBIT TNOK per employee (average ) 32.9 106.8 146.7 122.0 124.0 2 xL Letter from the CEO 3 WEBSTEP | ANNUAL REPORT 2023 Challenging markets, substantial accomplishments In the latter part of 2023, the IT sectors in Norway and Sweden encountered greater challenges than what have been experienced in recent years. Against a backdrop of decreased demand, prolonged sales cycles, and reduced utilisation, Webstep began to feel this shift in the second quarter. This occurred both in Norway and Sweden, but the Swedish market was affected more than the Norwegian. In the third and fourth quarter, we took decisive actions to strengthen our company for 2024. Although a challenging year, Webstep reached a significant revenue milestone. For the full year we reported revenues of NOK 1,000.0 million (NOK 888.4 million). I am extremely proud of this accomplishment, it’s true teamwork and it inspires us leaving 2023 behind. EBIT ended at NOK 18.5 million (NOK 54.6 million), affected by one off costs in regards to severance package for downsizing of non-billable personnel and impairment of goodwill of Webstep Sweden. Excluding the one-off costs, EBIT amounted to NOK 53.5 million, representing an adjusted EBIT margin of 5.3 per cent. Margin improvement Towards the end of 2023, our main focus was to strengthen future margins. We prioritised organisational adjustments, sales initiatives, and business development. We streamlined Webstep, optimising our Oslo division by refining our sales team, improving scalability, and cutting overheads. Additionally, we reduced the number of consultants in areas with reduced market demand. All these actions resulted in a substantial enhancement in Webstep's cost base going forward. Looking back on 2023, we have also demonstrated our ability to create and leverage new opportunities, based on Webstep's capabilities and strengths. Top tier professionals Webstep attributes are built upon an exceptional workforce, considering employees its greatest asset. The company prioritises cultivating a workplace that attracts and retains top-tier professionals. Consultants benefit from meaningful assignments, networking opportunities, and support for continuous learning in a fair and transparent environment. The Webstep culture is driven by our key values; skill, innovation, generosity, and simplicity. Mixed and loyal customer base Webstep covers both public and private sectors, characterised by a track record of successful consultants and project deliveries. This has led to a stable customer base, reducing our exposure to economic ﬂuctuations and enhancing our resilience in scenarios marked by prolonged sales cycles and fierce competition. Our valued expert consultants and reputation for dependability are highly regarded by our customers, often securing us key roles within customer operations, even during challenging periods, as the ones recently experienced. Skilled professionals - boosted teams Webstep's approach is to deliver skilled professionals who consistently create value to customers and build lasting relationships. In 2023, our team delivery model has linked us closer to the customers and strengthened the long term delivery model. We have expanded within our major clients and have won significant framework agreements in both public and private sectors, independently and in partnerships. Enhanced cross-selling between Webstep oﬃces, along with robust key account management, is driving revenue growth. Consequently, 40% of Webstep revenue came from 10 largest Norwegian customers . Convinced in the year of AI breakthroughs Curiosity, and the ability to create new opportunities with emerging technologies, are key traits of skilled technologists, and our experts have been a significant asset to Webstep in the year generative AI fully emerged. Webstep teams have opened entirely new avenues for our clients with AI, from revolutionising compliance work, enhancing security in the automotive industry, to dramatically streamlining the mapping between our services and our clients' knowledge needs. A stronger Webstep facing 2024 My extensive Webstep experience, being a long time Webstep CEO, board member and chair, has given me a deep understanding of the company. This insight has been invaluable, especially as we have been working hard to strengthen Webstep for the future. We exit 2023 confident that we've taken the right and necessary steps to proceed further. I also have a clear sense that Webstep's consultants and leaders have what it takes to continuously strengthen and further develop the company, also knowing that our new CEO, Anne Kristine Lund, has been appointed and will take over May 1st. 2024. It has been a privilege to lead the company during this interim period, and I feel very confident to hand over to Kristine when she arrives. I also want to express my gratitude to everyone we've had the privilege of working for - and alongside - in 2023. As we kick off 2024, much has unfolded, and we eagerly look forward to what lies ahead. Kjetil Bakke Eriksen Webstep ASA Interim CEO (Sign) 4 5 WEBSTEP | ANNUAL REPORT 2023 Board of Directors' report Highlights Webstep recorded consolidated revenues in 2023 of NOK 1,000.0 million from NOK 888.4 million in 2022. At the end of the year the Group had 570 employees, representing a growth of 32 employees year over year. Consolidated EBIT for 2023 amounted to NOK 18.5 million from NOK 54.6 million in 2022, affected by extraordinary costs at NOK 35.0 million. The Board of Directors propose a dividend of NOK 1.00 per share for the General Meeting in May 2024. Although we noted a decrease in demand for IT consulting services in 2023, the long-term trend towards increased digitalization remains unchanged. Webstep has a robust, proven and further developed business model, and the relative share of Webstep's revenue from large customers is rising, atop a mixed and loyal customer base. Structural actions have been taken to prepare Webstep for 2024. The organisation has been streamlined, including a restructuring of our Oslo division. Concurrently, we've optimised our sales team, improved scalability, and reduced overhead costs. In response to ongoing challenging market conditions in specific regions, we have also reduced the number of consultants where necessary. As Webstep enters 2024, we have a solid order book and a strong position in the market. Our top-tier professionals and cultivated workplace are considered our greatest assets, and we serve as a premier hub of consultants fulfilling our customers' project and solution requirements. Operations The board of directors’ report for the Webstep group comprises the parent company Webstep ASA and its subsidiaries (Group). Webstep ASA is a Norwegian public limited liability company headquartered in Oslo, Norway. The Group has oﬃces in Norway and Sweden and had 570 employees as of 31 December 2023, 32 more than 31 December 2022. The Company’s shares are listed and traded on Oslo Børs under the ticker WSTEP. Webstep's business is conducted through the Group’s two subsidiaries, Webstep AS in Norway and Webstep AB in Sweden. The Group has oﬃces in Oslo, Bergen, Stavanger, Trondheim, Kristiansand and Haugesund (Norway), as well as in Stockholm, Malmö and Uppsala (Sweden). Webstep believes in the ﬂexibility and responsiveness of a decentralised model based on strong local presence. One part of our sales and delivery model is that regional oﬃces serve local clients with considerable autonomy. The second part is the sale and delivery of teams independent of geographical location. In this way, we leverage the full expertise and capacity of Webstep. An important part of the Webstep strategy is to employ and offer highly qualified senior IT consultants with significant experience. The Group employed 570 employees at the end of December, of which approximately 500 were IT consultants. The Group's consultants have on average more than 10 years of experience. This creates a solid foundation for a strong professional environment and high-quality deliveries. The Webstep work culture is driven by the values of being skilled, innovative, generous and uncomplicated. Webstep is a provider of IT consultancy services and offers expertise to solve demanding digitalization and IT projects across the private and public sectors. Webstep delivers stand alone consultants as well as project teams, projects and solutions. Webstep's revenue from major client accounts has been increasing throughout 2023 and is now above 40%. We prioritise simplicity, transparency, and fairness in all aspects of our organisation. Our ﬂat hierarchy, transparent processes and incentivised compensation structure attract top-tier professionals. Both the industry and Webstep require more women, and Webstep supports initiatives aimed at improving this situation, including internal, strategic projects intended to contribute to this goal. The 2024 appointment of Anne Kristine Lund as Webstep CEO further enhances our credibility in this area. We also recognize the importance of corporate responsibility and sustainability as described below. Top technology experts Webstep is a company tailored for top tech experts. We deliver value through collaboration among our employees and aim to create the best workplace for and together with them. In Webstep all employees shall experience professional environments that deliver quality at every level. Together, we cultivate the Webstep culture, professional development, and long-term Webstep careers. At Webstep, we are committed to providing our employees with the best total package possible, ensuring long-term career growth and satisfaction, covering competence activities, knowledge sharing, professional challenges and continuous development. The company maintains a healthy work life balance and a beneficial compensation model, maintaining clear and transparent communication about compensation policies and decisions. 6 In a highly competitive market, Webstep strives to be the best place to work. Our models have been emulated by our competitors, and we continue to focus on improving the design and implementation of our workplace. Webstep provides a unique opportunity for our consultants to continue their professional development, learning and growth to ensure that our employees thrive in a supportive and challenging environment. Our approach to development is both local and centralised, and involves providing our consultants with meaningful assignments, professional networking opportunities, support for learning and a fair and transparent employment environment. Through Webstep our consultants are exposed to clients from a wide range of public and private sectors. This exposure, coupled with our investment in ongoing training and development, allows consultants to expand their knowledge and skills. Additionally, the collaborative nature of consultancy work fosters a culture of learning, where consultants can share best practices, learn from each other's experiences, and continually improve their capabilities. Employees’ capabilities - our strongest asset System development represents the core of the Webstep organisation and deliveries. With approximately 500 service-minded senior consultants specialising in Java, .NET, Open source, Android, IOS and more, we are one of the market’s strongest professional environments. In our client relationships, this opens up for complementary lines of business and services too, collectively representing a proven offering to our customers. Compared to less experienced and skilled ones, great software developers can be extremely valuable to a customer in terms of both time-to-market and total cost of ownership. It takes great skills to produce great work. By taking a holistic approach to software development great software developers not only produce functional code but also code that is well-designed, maintainable and extensible. “Software craftsmanship”, like any craft, requires skill, experience, and dedication. To achieve this goal, software craftsmen and -women encompass everything from the architecture and design to the way the code is written and tested. They use best practices such as test-driven development, continuous integration, and code reviews to ensure that their code is of the highest quality. Software craftsmanship also emphasises communication and collaboration within development teams, as well as working closely with stakeholders to understand requirements and feedback. Collaborating to share knowledge, improve processes, and provide feedback is crucial for success. Furthermore, the Webstep approach is, on top of software development, to offer complementary services and expertise areas. Working with architecture is a natural part of developing any digital solution and systems, and our employees often assume the role of architects in client projects. Methodical work with architecture provides scalable, robust, and future-oriented solutions that enhance a business's ability to adapt over time. Technology management encompasses a wide range of areas. We work with project and program management, technical project management, as product owners, with process,- and change management, agile coaching testing and more. These areas of expertise are all possible ingredients in the deliveries of teams or projects. Excellent user experiences are crucial for the success of digital solutions. Webstep works with insight, concept development, interaction design, visual design, measurement and metrics, and adoption of solutions. As with technology management, working with user experiences is a natural extension and ingredient in our deliveries. Through Business Intelligence (BI) sound decision support is provided and secured. Webstep develops solutions that extract new insights and valuable information based on a company's data, and compile data for better decision-making. Our employees are often responsible for and/or involved in the data-engineering side, meaning the more complex tasks on the back-end, such as integration, data collection, and data organisation. The sudden rise of generative AI calls for early movers, and Webstep has already shown the necessary skills and ability to gain insight into and identify opportunities and limitations. Through 2023, various Webstep teams have been achieving significant AI-driven advantages and eﬃciency gains for our clients across different industries. Our blend of tech experts, innovative clients, and hard work is yielding results. 7 WEBSTEP | ANNUAL REPORT 2023 Webstep market approach Webstep offers expert services across three tiers, with the latter two showcasing a recent emphasis on team-based deliveries, project staﬃng, and comprehensive customer solutions. Developing our market approach has been a pivotal aspect of Webstep's evolution for two purposes. ● From a customer perspective, it grants access to expertise and execution capabilities in sub-projects or tasks, or in entire projects or solutions. ● From a consultant perspective, our approach aims to provide Webstep employees with attractive internal career opportunities, offering them a variety of possibilities. These tiers include: Expert Hiring: The traditional method of providing consultancy services, one by one, and one after another. Team-as-a-Service (TaaS): This offering enables Webstep to assemble cross-disciplinary teams to tackle customer challenges. Projects and Solutions Deliveries: This encompasses development projects and comprehensive solutions, often incorporating a mix of third-party software and system development. Offering handpicked technology experts who eﬃciently assist in solving customer challenges is the traditional Webstep market approach. Projects are typically driven and managed by the clients themselves. These services will continue to grow based on customer needs, opportunities within framework agreements, and sales initiatives that open new accounts. Through the offering of entire teams we have opened up new scenarios for our customers where we can more easily assist them in optimising resource utilisation and availability. Our main takeaway in 2023, has been that general trust has been swiftly built up between the parties. The same applies to the fact that common goals have led to shared success. TaaS is the fastest-growing segment within the company, largely driven by further developments within major clients. Our TaaS deliveries to Equinor, as a part of Equinor’s digital transformation, is a great example. All six Webstep oﬃce locations in Norway are involved in delivering our services. In parallel, throughout 2023, Webstep has sharpened its focus on major framework agreements, either as a lead or as a supplier alongside other framework agreement partners. Several of these agreements were secured during the latter half of 2023, including agreements with the Posten Bring Group, the Norwegian Directorate of Immigration, the Police IT Service, and the Norwegian Health Network. Enova and the Norwegian Environment Agency are typical examples of customers requesting complete solution deliveries, showcasing the third delivery method, project deliveries and solution deliveries. Our gradual development of our go-to-market model has yielded clear results. By the end of 2023, our major customer accounts comprised more than 40% of Webstep's revenue. 8 Financial review The following financial review is based on the consolidated financial statements of Webstep ASA and its subsidiaries. The statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU as well as the Norwegian accounting legislation. In the view of the board, the income statement, the statements of comprehensive income, changes in equity and cash ﬂow, the balance sheet and the accompanying notes, provide satisfactory information about the operations, financial results and position of the Group and the parent company 31 December 2023. (All amounts in brackets are comparative figures for 2022 unless otherwise specifically stated.) Consolidated statement of income and comprehensive income Total operating revenues amounted to NOK 1,000.0 million, up 12.6 per cent from NOK 888.4 million in 2022. The revenue growth was driven by an increased number of consultants and hourly rates, although negatively affected by lower utilisation and two less working days compared to last year. Revenues from subcontractors amounted to NOK 98.4 million (NOK 69.6 million), due to an increase in projects in collaboration with partners. Revenue from subcontractors can vary over time depending on whether Webstep goes prime in larger projects in collaboration with partners. Webstep’s revenue model is primarily based on hourly fees, with revenue capacity depending on the number of consultants and number of working days available. Calendar effects may therefore cause differences in revenue capacity between years. The average number of employees in 2023 was 561 (512) and the number of working days was 251 (253) in both Norway and Sweden. Cost of services and goods sold, primarily from use of subcontractors, amounted to NOK 93.7 million (NOK 74.7 million) for the year. Personnel expenses include salaries and benefits, pension, social security tax, vacation pay and other items. A high proportion of salary is variable. Webstep’s salary model is a merit-based model where the consultants have a base salary in addition to a variable pay as a fixed share of the billate rate. Consultants in an onboarding phase after employment or in-between projects receive a guaranteed base salary, which is the main driver for higher personnel expenses in periods with high onboarding activity or reduced utilisation. Salaries and personnel costs amounted to NOK 783.7 million (NOK 686.7 million) for the full year. The increase is explained by increased number of employees, and higher variable pay as a result of increased revenue. In addition, the increased Norwegian employer’s contributions that were implemented in 2023, caused NOK 9.0 million higher costs than 2022. The increase is also affected by severance packages related to downsizing of non-billable employees, downsizing of consultants in areas with reduced market demand and CEO transition. These costs of total NOK 12.3 million relate to salary commitments for 2024, and are provisioned for in the 2023 accounts. Other operating expenses amounted to NOK 56.9 million (NOK 50.8 million) for the full year. The increase is mainly explained by higher costs related to external services and oﬃce locations in addition to software and equipment, while positively impacted by reduced conference and course attendance. Depreciation and impairment costs were NOK 47.2 million (NOK 21.6 million). The increase is primarily explained by the NOK 25.0 million impairment of acquisition-related goodwill for Webstep Sweden. The anticipated value of future results in a declining Swedish market necessitated the impairment. Note that depreciation and impairment for 2022 included a write-down of lease that amounted to NOK 1.8 million. Total consolidated EBITDA amounted to NOK 65.7 million (NOK 76.2 million), and EBIT amounted to NOK 18.5 million (NOK 54.6 million). EBIT is affected by the extraordinary costs related to impairment of goodwill for Webstep Sweden, downsizing the number of non-billable employees and CEO transition. EBIT adjusted for these one-off costs is NOK 53.5 million. In addition comes increased costs related to the increased Norwegian employer’s contributions that were implemented in 2023. Net financial costs were NOK 5.4 million (NOK 4.4 million) and income tax expense amounted to NOK 8.6 million (NOK 11.8 million). Net profit for the year was NOK 4.4 million (NOK 38.4 million). Net profit adjusted for one-off costs is NOK 39.4 million. A correction of tax expense has been executed between the publication of the interim fourth quarter report and the annual report, affecting the net profit result positively with NOK 0.7 million, ending at NOK 4.4 million. Consolidated financial position Total assets on 31 December 2023 amounted to NOK 708.2 million (NOK 679.0 million). A correction of lease liabilities against prepayments has been executed between the publication of the interim fourth quarter report and the annual report, resulting in total assets NOK 0.6 million lower than first reported. Non-current assets were NOK 471.3 million (NOK 461.8 million) and consisted mainly of intangible assets. Intangible assets amounted to NOK 358.2 million (NOK 380.1 million), 9 WEBSTEP | ANNUAL REPORT 2023 and comprised primarily of acquisition-related goodwill. The reduction is due to a NOK 25.0 million impairment of acquisition-related goodwill for Webstep Sweden. There are no indications that impairment is required for the Norwegian unit. Right-of-use assets related to oﬃce rentals and car leases have been recognized in the balance sheet at the total amount of NOK 98.0 million (NOK 65.1 million). Total current assets of NOK 236.9 million (NOK 217.2 million) is adjusted by NOK 0.6 million from what was reported in the fourth quarter report, due to a reduction of lease liabilities against prepayments. Total current assets consisted of trade receivables, other current receivables and cash and short-term deposits. Trade receivables amounted to NOK 156.0 million (NOK 145.7 million). Revenues are invoiced on a monthly basis. Other current receivables were NOK 5.3 million (NOK 9.1 million), Cash and short-term deposits amounted to NOK 75.5 million (NOK 62.3 million). Total equity on 31 December 2023 was NOK 359.2 million (NOK 393.4 million). The change is mainly due to the dividend paid in 2023 and change in earnings for the year. Non-current liabilities amounted to NOK 81.6 million (NOK 54.4 million), NOK 0.6 million lower than what was reported in the unaudited interim fourth quarter report. The adjustment is due to a reduction of lease liabilities against prepayments. Non-current liabilities consisted mainly of non-current leasing liabilities of NOK 80.3 million (NOK 52.9 million). Current liabilities of NOK 267.4 million (NOK 231.2 million) consisted of current leasing liabilities, trade payables, tax payables, social taxes and VAT and other short-term liabilities. Cash ﬂow Total net cash ﬂow amounted to NOK 13.2 million (NOK 15.7 million) in 2023. Net cash ﬂow from operating activities amounted to NOK 76.5 million (NOK 74.0 million) in 2023. The change in cash ﬂow from operations compared to 2022 can primarily be explained by change in receivables and liabilities. Net cash ﬂow from investing activities was negative NOK 5.5 million (negative NOK 10.7 million). The investments are mainly related to equipment for new employees and oﬃce upgrades, and the level of investments were reduced from 2022 to 2023. The nature of the Company’s operations requires relatively low levels of investments, and the Company has a suﬃcient ability to finance any investment required as part of its regular operations through its net cash ﬂow from operating activities. Net cash ﬂow from financing activities was negative NOK 57.8 million (negative NOK 47.6 million). The financing activities in 2023 mainly consist of payment of dividends and payment of lease liabilities. The Group had an unutilized Revolving Credit Facility (RCF) with SpareBank1 SR-Bank of NOK 110 million and SEK 5 million with SEB. The Group has not been in breach with the covenants of the RCF during 2023. See notes 17 and 21 for further details. Segment information The Group’s activities are organised in two geographical segments, Norway and Sweden. Revenues and results are recorded in the entity where they occur and hence reported in the segment, in which the legal entity belongs. Segment performance is evaluated on the basis of revenue and EBIT performance. Assets and liabilities are not allocated between the segments. Norway is the largest segment, accounting for 86 per cent of the consolidated operating revenues in 2023. Norway Webstep Norway is headquartered in Oslo and also has oﬃces in Bergen, Stavanger, Trondheim, Kristiansand and Haugesund. The Group provides high-end IT consultancy services to a broad range of public and private clients across the country. Total operating revenues for 2023 came to NOK 857.7 million (NOK 761.6 million), up 12.6 per cent compared to 2022. The change in revenue is mainly driven by a higher number of employees and increased hourly rates, although negatively affected by lower utilisation. Revenues from subcontractors and resale of licences amounted to NOK 68.5 million (NOK 45.7 million). EBIT for the full year came to NOK 17.0 million (NOK 47.7 million). The change in EBIT is primarily explained by one-off costs at NOK 35.0 million related to impairment of acquisition-related goodwill of Webstep Sweden and overhead cost-reduction. EBIT adjusted for these one-off costs is NOK 52.0 million. In addition, EBIT was affected by increased costs due to the Norwegian employer’s contributions that were implemented in 2023 amounting to NOK 9.0 million. Webstep Norway had 471 employees on 31 December 2023 (444 employees). The average number of employees in 2023 was 459 (425). Sweden Webstep Sweden has oﬃces in Stockholm, Malmö, and Uppsala. Webstep Sweden serves clients in different industries, mainly in the private sector, and delivers the same 10 high-end IT consultancy services as Webstep Norway, primarily within the Group’s core digitalization offering. Operating revenues for the full year came to NOK 142.3 million (NOK 126.9 million), an increase of 12.2 per cent. Revenues from own consultants were primarily impacted by increased number of consultants, but offset by lower utilisation due to the reduced market demand. Revenue from sub-contractors amounted to NOK 29.9 million (NOK 23.9 million). Adjusted for ﬂuctuation in exchange rates, revenue grew by 6.6 per cent compared to 2022. EBIT for 2023 came to NOK 1.4 million (NOK 6.9 million). The year has been characterised by a decline in the Swedish market, with prolonged sales cycles and reduced market demand. Following strong organic growth, Webstep Sweden is particularly exposed to market changes as the strong growth in number of employees amplifies the negative impact of lower utilisation. EBIT is affected by measures initiated following the market slowdown and salary commitments in a year of decreased utilisation. The financial statement of Webstep Sweden is not affected by the impairment of goodwill. Webstep Sweden had 99 employees 31 December 2023 (95 employees). The average number of employees in 2023 was 101 (86). Research and development The nature of the business of Webstep, is to contribute to the digital R&D processes of the Group’s customers, and to explore the opportunities created by new technologies. The Group did not have any defined R&D initiative in 2023 which met the criteria of an intangible asset. The recognition as an asset is based on the management's assessment of future economic benefits from the projects and that the criteria in IAS 38.57 is met. The Group had no R&D initiative that qualified for the government R&D tax incentive scheme (SkatteFUNN) in 2023. Risk and risk management The Group is exposed to various risks and uncertainties of operational, market, financial and regulatory character. Webstep identifies and manages risks on an ongoing basis as part of our established structure for internal control. The risk assessment gives input to both the annual strategy process as well as the annual revision of the established control structure and control activities, to verify that these have a good coverage and work eﬃciently according to the identified risks. The risk factors described below have been identified as key risks by the management. The list is not exhaustive. Business Risk The Group is exposed to business risk especially related to the following areas. Market development The Group's results are affected by macroeconomic development and demand for its services. The Group’s large diversity of customers combined with various projects in different sectors and geographic areas, have a somewhat mitigating effect on the market risk exposure. Long-term contracts and consistent deliveries over time have secured a low-volatility price structure. The variable salary model for the consultants also reduces market risk exposure as the salary expenses to a large extent correlate with revenues. Webstep has a strong local presence. The proximity to our customers and local market insight is making it easier to actively use the collaboration between regions to mitigate the risk of local market changes. Access to employees The employees are the most important asset of Webstep. In order to ensure stable growth, the Group is dependent on being an attractive employer to retain and attract new employees. Webstep’s strategy is to continuously invest in new technological trends and services, provide interesting and challenging assignments, and to offer attractive remuneration and benefits to its employees. The compensation model is based on a high proportion of variable salary, which is closely linked to the consultants’ individual performance. Project risk and potential legal liability Consultancy businesses are exposed to the risk of disagreements and legal disputes related to client projects. A majority of the Group’s assignments are based on standardised agreements with “Time & Material” pricing and monthly invoicing, which implies limited risk per contract. If the consultant can be held responsible for gross negligence or willful misconduct, the Group may be liable to damages. In order to reduce these risks, according to market practice, the Group has insurance coverage for professional liability, occupational injury, general liability and employee dishonesty. The Group has in the past been, and may in the future be, subject to legal claims, including those arising in the normal course of business. Contracts may contain penalty clauses for the Group's failure to timely deliver or failure to meet agreed service levels and the Group may face claims as a result of breach of contract. 11 WEBSTEP | ANNUAL REPORT 2023 An unfavourable outcome on any litigation or arbitration matter could require that the Group pays substantial damages, could prevent the Group from selling certain of its products or services, or in connection with any intellectual property infringement claims, it could require that the Group pays ongoing royalty payments. A settlement or an unfavourable outcome on any litigation or arbitration matter could have an adverse effect on the Group's operating revenue and profitability. Changes in laws and regulations in the markets where Webstep operates could hinder or delay the Group's operations, increase the Group's operating costs and reduce demand for its services. Changes in laws and regulations applicable to the Group could increase compliance costs, mandate significant and costly changes to the way the Group implements its services and solutions, and threaten the Group's ability to continue to serve certain markets. Another risk in projects may pertain to the Company's reputation, if the work delivered in a project does not have suﬃcient or expected quality it could harm the Company's reputation. Financial Risk The Group’s executive management team and the board of directors monitor the following financial risk factors on an ongoing basis and take the necessary actions when required. Credit risk exposure for the Group is inﬂuenced mainly by the individual characteristics of each customer. Webstep engages with large and regular customers and has had low historical losses on receivables. Webstep has a diversified portfolio of customers in various industries. Price risk Changes in the market can lead to a decline in hourly rates for IT services, which will impact the Company's revenue. Changes in customer demand, increased competition, technological changes, or similar factors can inﬂuence the market development. The variable salary model of the consultants reduces the risk exposure as the salary expenses to a large extent correlate with revenues. Currency risk refers to the exposure through operations across different countries, in regard to unpredictable gains or losses due to changes in the value of one currency in relation to another currency. Webstep operates in Norway and Sweden and ﬂuctuations in exchange rates between NOK and SEK could affect the Group's business, results of operations, cash ﬂows, financial condition and/or prospects. Currently, the Group does not have any hedging positions in place to limit the exposure to exchange rate ﬂuctuations. The Group has assessed the currency risk to be limited, since the Group entities endeavour to match income and expenses as well as assets and liabilities in the same currency. Interest rate risk exposure is primarily in relation to the Group’s revolving credit facility, issued at ﬂoating interest rates based on NIBOR (Norwegian Interbank Offer Rate). As such, movements in interest rates could affect the Group's business, results of operations, cash ﬂows, financial condition and/or prospects. The Group does not currently have any hedging positions in place to limit the exposure to interest rate ﬂuctuations, but are monitoring the development. The Group evaluates the interest rate risk to be low due to the low net debt and strong financial position for the Group. Liquidity risk arising from the Group not being able to meet its financial obligations as they fall due, is considered low. The Group’s approach to manage liquidity risk is through proper liquidity planning to ensure, as far as possible, that it will always have suﬃcient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. Executive management has monitoring controls in place to ensure that the Group has suﬃcient liquidity. Going concern The annual accounts have been prepared on a going concern assumption. The board has confirmed that this assumption can be made on the basis of the Group’s budgets and long-term forecasts. 12 Parent company results and allocation of net profit Webstep ASA is the parent company of the Group. The Company facilitates and supports internal processes throughout the Group, especially in areas such as finance, business development, communication and marketing. The annual financial statements for Webstep ASA are prepared in accordance with the Norwegian Accounting Act and the regulations on simplified application of international accounting standards (IFRS). The Company had an operating loss of NOK 23.8 million in 2023 (NOK 25.6 million). The Company’s net financial revenue for 2023 was NOK 20.1 million (NOK 54.4 million) and mainly consists of Group contributions from its subsidiary, Webstep AS. The net financial revenue was negatively affected by other finance expenses related to the impairment of cost price of shares in Webstep AB at NOK 25.0 million. Profit before tax amounted to negative NOK 3.8 million (positive NOK 28.8 million). Net profit was negative NOK 8.4 million ( NOK 22.4 million). The overall decrease in profit before taxes, relates to the finance expenses related to the write down of purchase prices shares for Webstep AB, and decrease in Group contribution NOK 53.7 million (NOK 59.1 million). The book value of the Company’s investments in the subsidiary companies 31 December 2023 is NOK 407.1 million (NOK 432.1 million). The change is explained by the impairment of Webstep Sveden. The Company is the administrator and owner of the Group’s bank accounts in Norway, and hence the positive cash ﬂow generated by the Group increases the cash position of the Company. Any deposits generated by the Norwegian subsidiary are classified as liabilities to Group companies. At year-end the cash and short-term deposits amounted to NOK 63.1 million (NOK 42.1 million), and the liabilities to Group companies amounted to NOK 252.7 million (NOK 205.2 million). Total receivables from Group companies amounted to NOK 61.6 million (NOK 65.2 million). Equity amounted to NOK 239.4 million (NOK 273.5 million), which corresponds to an equity ratio of 44.9 per cent (50.6 per cent). Changes in equity is mainly explained by profit for the period offset by the proposed dividend for 2023. The Board of Directors considers that Webstep ASA had adequate equity and liquidity at the end of 2023. The Board of Directors will propose an ordinary dividend of NOK 1.00 per share for approval by the Annual General Meeting 16 May 2024. The proposed dividend amounts to a total NOK 27.6 million. 13 WEBSTEP | ANNUAL REPORT 2023 14 Corporate Responsibility Statement Webstep has a strong vision of making positive contributions to society. The Group aims to create value in the interaction between people and technology, in everyday life, in businesses and in society. By acknowledging the Company’s responsibility, Webstep strives to generate profitability through its operations without compromising ethical values, and with respect for individuals, the environment, and society. Webstep can create value through digitalization and the development delivered for the Company’s customers, in addition to having proper guidelines for the Company's operations with a focus on environment and climate, social responsibility, and corporate governance. Of these, the last two factors, social responsibility and corporate governance, are the most prominent for an IT consultancy firm like Webstep. Webstep is a provider of IT consultancy services and offers expertise to solve demanding digitalization and IT projects in the private and public sector, in a number of different industries including banking, finance and insurance, public administration, agriculture and food production, IT and telecommunication, commerce and transportation. Webstep aims to be at the forefront of technological development. The Group has guidelines for corporate responsibility and ethical behaviour which are part of the employees’ work agreements. Webstep’s guidelines for corporate responsibility are based on the UN Global Compact’s ten principles on human rights, labour, environment and anti-corruption. Webstep’s guidelines emphasise among others ethical behaviour, strong data security, and encourage best practice with regard to financial and practical business processes. All employees are required to comply with the Company’s established guidelines which are essential to build strong relationships with clients, suppliers and partners. The nature of Webstep’s operations, delivering IT services, implies relatively low inherent risk within areas for corporate responsibility such as environment, social conditions, work environment, discrimination, human rights, corruption, bribery and equal opportunities. In addition to due diligence assessments regarding the Transparency Act, Webstep performs an annual risk assessment of business and financial matters as well as Corporate Responsibility. The risk assessments are carried out annually and the results are reported to the board of directors. The risk assessment procedure provides input both to the annual strategy process and the annual revision of the established control structure and controls. The aim is to verify that these secure proper control coverage and work eﬃciently according to the identified risks. Employees Webstep is a people company and our employees are our most important asset. Our business model thrives when our consultants stay with the company over a long time. At a strategic level, in order to secure both low churn and a steady inﬂow of new employees, we are continuously building the best workplace for Webstep employees in terms of health, safety and environment management. Webstep is committed to providing fair and favourable working conditions, skills development, exciting tasks, and a positive social environment. The Company has a zero-tolerance policy against harassment, bullying and discrimination, and is equally supporting the employees’ personal and professional development. Work environment, company culture and employees rights, terms and benefit In line with being a people company, Webstep emphasises the work environment and the employees’ rights, terms and benefits, as well as their opportunities for personal development on and off work. This is based on the idea that employees thrive in an environment built on trust, with the opportunity to make a difference, and freedom to take responsibility and make mature decisions in the best interest of oneself, the customers and the organisation. This focus supports Webstep’s ability to deliver as an IT consultancy, with the employees being the greatest asset. Webstep whistleblowing guidelines are designed to reassure the employees that any matters reported will be taken seriously, heard and assessed, followed up and answered. Webstep has an established working environment committee (AMU) with selected representatives from the employees and the administration of Webstep. Further, there are three selected employees serving as board members in Webstep AS and observers to the board of directors in Webstep ASA. The Group puts great emphasis on building a strong company culture and a healthy work environment in and across all its geographical locations. The Webstep work culture is driven by the values of being skilled, innovative, generous and uncomplicated. The board of directors considers the work environment to be good and the collaborative relationship with employee observers to the board is perceived as positive. Webstep runs annual employee surveys. The 2024 report, with a response rate of 78%, run in February 2024, covers the 2023 employee experiences. Willingness to recommend an employee to others is indicated as the Employee Net Promoter Score, which is a commonly used measure of employee loyalty. Generally, an eNPS score above 0 is considered a strong result, with +20 being very strong and -20 being very weak. Webstep's eNPS for 2024 is 44. 15 WEBSTEP | ANNUAL REPORT 2023 The areas of measures are working environment, personal development and culture and leadership. Webstep has considerably higher results than Netigate’s benchmark for all question areas (Netigate being a recognized survey supplier). For further information, see the Equality and anti discrimination statement. The illustration below shows key indexes from the Employee Survey for 2024. Sickness and injuries Webstep works systematically with health, safety and environment management and makes efforts to mitigate health risks and prevent injuries. No accidents or injuries were registered neither in 2023 nor 2022. The employees on long-term sick leave are closely followed up by their respective managers, and the reasons for the sick leave are not considered to be work environment related. The sickness rate in the Company was for 2023 2.8 per cent, while for 2022 the rate was 2.9 per cent. 16 Environment and society Webstep aims to create profitability without compromising ethical values, and with respect for individuals, the environment and the society at large. Webstep recognizes its responsibility as an organisation and employer to contribute to the achievement of UN’s Sustainable Development Goals (SDGs). Among the listed SDGs, Webstep believes the Company can have a significant impact on - hence a strong internal focus on the following five of the UN Sustainable Development Goals: Although Webstep’s operations have a limited negative effect on the environment, the Group makes systematic efforts to reduce the environmental impact of its business. The Norwegian subsidiary of Webstep has received an Eco-Lighthouse certification (Miljøfyrtårn), and has reviewed its routines and processes in order to be able to contribute to the green shift in the best possible way. This includes sustainable procedures and processes in areas including business travel, procurement and waste management. The Group has conducted an analysis of its business in accordance with the EU taxonomy and conducted a double materiality analysis in accordance with CRSD. Ethics, fundamental human rights and proper working conditions Webstep’s ethical guidelines shall ensure a high ethical standard for personal behaviour and good business practice, outlining the expectations and obligations that each employee has in order to develop a healthy corporate culture. All employees acknowledge the ethical guidelines upon commencement in the company. This is done to ensure the correct understanding of the ethical standards the company operates under. Breach of the Group's ethical guidelines shall be reported in accordance with the procedures for reporting of unacceptable conditions. Webstep's commitments to human rights and decent working conditions are anchored in the Group's internal policies and procedures that all employees must acknowledge. This includes, among other things, the Group's Code of Conduct, ethical guidelines, corporate social responsibility guidelines, and guidelines for health, safety, and environment. Webstep has conducted due diligence assessments in accordance with The Transparency Act. The Transparency Act aims to reduce the risk of human rights violations and ensure decent working conditions within the company, in the supply chain and among partners. In the evaluation process, suppliers of significant size have been assessed, as well as according to the industry in which the supplier operates and the type of service or delivery they provide to the Group, their geographical aﬃliation, and Webstep's real inﬂuence on the supplier. Based on the results of the assessments and nature of Webstep's business as a provider of IT consulting services, the Group assesses the risk of human rights violations in the value chain and business in general to be relatively low, but will monitor by performing annual due diligence assessments. For a comprehensive overview of Webstep’s work in conducting due diligence assessments and fulfilling the requirements of the Transparency Act, a separate report is provided on webstep.no. Work against corruption and bribery Webstep has a zero-tolerance policy for corruption. All employees are expected to promote a strong anti-corruption culture. The Group actively works to prevent undesirable behaviour and empowers its employees to handle challenging situations, demands, and expectations in order 17 WEBSTEP | ANNUAL REPORT 2023 to comply with ethical guidelines.The group has established processes for whistleblowing and procedures for handling incoming alerts. Equality and non-discrimination, diversity and inclusion Webstep’s commitment to ensure diversity, promote equality, and prevent discrimination is integrated into the Company’s policies and values.This includes discrimination based on beliefs, ethnicity, gender, gender identity, gender expression, sexual orientation, age, disability, pregnancy and caregiving tasks, or skills and experience amongst others. The IT consulting industry is characterised by a high share of male employees. Webstep recognises its responsibility to always strive for a better gender balance, and increasing the proportion of female employees is an explicit strategic initiative for Webstep. Webstep also acknowledges that the share of women in the Company’s management is low. The appointment of the first woman as CEO of the company in March 2024, following a process initiated towards the end of 2023, confirms Webstep’s willingness and ability to act on this strategic initiative. As of 31 December 2023, the Group had a total of 570 employees (538). The proportion of women increased from 16 per cent at the end of 2022 to 18 per cent at 31 December 2023. In Webstep’s work on equality, a four-step model has been emphasised, through assessing possible risks of discrimination and potential obstacles, putting in place initiatives and measures to further promote diversity and evaluating this work to make further progress. With regard to the IT industry at large, Webstep works hard to promote IT to future generations of women in order to contribute to the closing of this gender gap. The activities include actively participating in public debates as well as supporting events focused on women in technology. In 2023 Webstep invested time and resources to support 50 most prominent women in tech by Abelia/Oda Network, TENK Tech Camp for girls aged 13-18 as well as Jenter og teknologi organised by Abelia, Girl Tech fest and the initiative SheCodes. Internal control framework Webstep has an overall internal control structure based on the COSO (Committee of Sponsoring organisations) Internal Control Integrated Framework, securing strong and sustainable corporate governance. The COSO Framework is a system used to establish internal controls to be integrated into the business processes. Collectively, these controls provide reasonable assurance that the organisation is operating ethically, transparently and in accordance with established industry standards. The main elements of the framework are control structure, risk assessment, controls (mitigation of risks), communication and review. The Control Structure of Webstep guides the daily operations and decisions in the Company. The prominent laws and external guidelines within Corporate responsibility are well covered (The Equality and Anti-Discrimination Act, The Working Environment Act, The Transparency Act, in addition to Webstep’s commitment to the UN Sustainable Development Goals). The key documents of the Webstep Control Structure are the Group’s Corporate Governance Policy, the Company’s dedicated values, corporate guidelines, quality policy and due diligence policy. 18 The Equality and Anti-Discrimination Act The Equality and Anti-Discrimination Act can be found at this section in the Annual report. Corporate governance Good corporate governance provides the foundation for long-term value creation, to the benefit of shareholders, employees and other stakeholders. The board of directors of Webstep has established a set of governance principles in order to ensure a clear division of roles between the board of directors, the executive management and the shareholders. The principles are based on the Norwegian Code of Practice for Corporate Governance. Webstep is subject to annual corporate governance reporting requirements under section 3-3b of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance, cf. section 4.4 of the continuing obligations for issuers of shares pursuant to Oslo Rule Book II – Issuer Rules. The Accounting Act may be found (in Norwegian) at www.lovdata.no. The Norwegian Code of Practice for Corporate Governance, which was last revised on 14 October 2021, may be found at www.nues.no. The annual statement on corporate governance for 2023 has been approved by the board and can be found at this section in the Annual Report. Share and shareholder matters The Company's shares have been listed on Oslo Stock Exchange since 11 October 2017. Webstep has only one share class, where all shares have equal rights in the Company. The shares are traded under the ticker WSTEP and had a closing price 31 December 2023 of NOK 21.50. The total number of outstanding shares 31 December 2023 was 27.6 million (excl. treasury shares). The shares are registered in the Norwegian Central Securities Depository (VPS). The Company's registrar is SR-Bank ASA. The shares carry the securities number ISIN NO 0010609662. Dividend policy Webstep has an ambition to create long term shareholder value in the form of dividend payments and share price appreciation over time. Dividend payments will be considered in light of the Company's financial situation and investment plans. The Company's objective is to pay annual dividends representing minimum 75 per cent of the Group’s net profit. In deciding whether to propose a dividend and in determining the dividend amount, the board of directors will take into account legal restrictions, the Company's capital requirements, including capital expenditure requirements, its financial condition, general business conditions and any restrictions that its contractual arrangements in place at the time of the dividend resolution may place on its ability to pay dividends and the maintaining of appropriate financial ﬂexibility. Except in certain specific and limited circumstances set out in the Norwegian Public Limited Companies Act, the amount of dividend paid may not exceed the amount recommended by the board of directors. The board of directors intends to propose a dividend of NOK 1.00 per share to the Annual General Meeting that will be held in May 2024. Long-term incentive program The annual general meeting in 2019 approved a three year long long-term incentive program (the “Long-term Incentive Program” or “LTIP”) for the Company's executive management and other key personnel as decided by the board of directors. The LTIP has an initial term of three years. The number of options granted in each respective year cannot exceed 2.5 per cent of the Company's share capital. The total number of issued options under the program cannot constitute more than 8 per cent of the Company's share capital at any time. The LTIP is structured so that 25 per cent of the options may be exercised following the first anniversary of the grant date, an additional 25 per cent of the options may be exercised following the second anniversary of the grant date and the outstanding 50 per cent of the options may be exercised following the third anniversary of the grant date. The options expire following the fifth anniversary of the grant date. The exercise of options is conditional on continued employment in the group at the exercise date. The exercise price of the share options is equal to the volume-weighted average market price for the Company’s shares on the Oslo Stock Exchange the six trading days prior to the grant date of the relevant option. The share options vest if the senior executive remains employed during the vesting period. The total number of outstanding options in the Company is 1,165,170 on 31 December 2023 The outstanding options may be settled in cash. The potential dilution through the LTIP accounts for 228,026 shares for the year 2023. During the year a total of 42,461 vested shares were exercised. See note 22 and the Remuneration Report available at the Webstep’s website for further details. Changes to the executive management and board of directors Executive Management Save Asmervik stepped down from his position as CEO in November 2023 and Kjetil Bakke Eriksen was appointed interim CEO with immediate effect until a permanent CEO takes over . As a result of this, Kjetil Bakke Eriksen resigned from his position as Chair of the 19 WEBSTEP | ANNUAL REPORT 2023 board Bakke Eriksen served as CEO of Webstep from 2006 to 2019 and has a solid knowledge of Webstep’s business and culture. In March 2024 the Board of Directors announced that Anne Kristine Lund was appointed new CEO. Lund will assume the position on 1 May 2024. Ida Amalie Oma has been CFO from 1 January 2023. Erlend Nævdal, Director Business Development, stepped down from the executive management at the end of 2023. Board of Directors At the annual general meeting 4 May 2023 the board members Trond K. Johannessen, Trygve C. Moe and Toril Nag resigned from the board. The general meeting elected Anna Söderblom, Bendik N. Blindheim, David Bjerkeli, Kari Mette Toverud and Kjell Magne Leirgulen as new board members. The Board called for an Extraordinary General Meeting 5 January 2024. The general assembly elected Kjell Magne Leirgulen as Chair of the Board and Kari Mette Toverud resigned from the board.. Directors’ and Oﬃcers’ Liability Insurance Webstep has signed a directors’ and oﬃcers’ liability insurance agreement with QBE Europe SA/NV covering the board of directors and executive management. Events after the balance date After the balance date, the Board announced in March 2024 that Anne Kristine Lund was appointed new CEO. Lund will assume the position on 1 May 2024. No events have taken place after the balance sheet date that would have had a material effect on the financial statements or any assessments carried out. No material acquisitions or disposals of companies were carried out after the balance sheet date. 20 Outlook These forward-looking statements convey current viewpoints regarding future events and inherently involve substantial risks and uncertainties. Profitable growth is key to Webstep going forward. As we step into 2024, we have optimised our organisation to enhance profitability, yielding annual cost savings of around NOK 21 - 25 million, with a minimum of NOK 21 million expected to take full effect in 2024. We have downsized with 11 non-billable positions, undergone necessary restructuring and geared towards providing enhanced customer value. Facing 2024, tougher markets seem not to have hindered the enduring and long lasting trends of digitalisation across public institutions and private sector industries. Digitalisation is crucial for innovation and competitiveness, with the rapid emergence of generative AI further driving this momentum. Webstep not only maintains a robust presence among our clients and in the market, but also demonstrates capability in navigating the challenges posed by a digitised world. Effective resource utilisation and strong sales efforts are Webstep key focus areas moving forward. Additionally, prioritising profitability is essential for us. Webstep is well positioned to maintain and develop strong deliveries and customer relations.. In recent years, Webstep's business model has evolved from selling individual consultants for specific assignments to also providing expert teams. This expansion accelerated throughout 2023, impacting how we collaborate across oﬃces and approach large clients facing significant digitalisation challenges and tasks. In 2023 the ten largest clients accounted for approximately 40% of the Company's revenue. Webstep has significantly strengthened its deliveries to large clients, both through targeted sales efforts in general and successful management of large framework agreements in the public sector. Webstep is built to attract top-tier professionals capable of delivering high-value solutions. Our expertise lies in solving complex challenges for our clients. This is reﬂected in the experience of working at Webstep, our focus on competency development and our ability to conduct targeted sales efforts. In our efforts to achieve digital customer success, deep business understanding, profound technological expertise, and a solid grasp of success prerequisites through technology, are essential. Webstep has a long tradition of delivering on these strengths, and we believe we are well-positioned for success in 2024. The Board of Directors intends to propose a dividend of NOK 1.00 per share. The proposed dividend distribution will be on the agenda for the Company’s annual general meeting to be held on 16 May 2024. The Board of Directors and CEO Webstep ASA Oslo, 24 April 2024 Sign. Sign. Sign. Kjell Magne Leirgulen Siw Ødegaard Bendik Nicolai Blindheim Chair of the Board Board member Board member Sign. Sign. Sign. Anna Söderblom David Bjerkeli Kjetil Bakke Eriksen Board member Board member Interim Chief Executive Oﬃcer 21 WEBSTEP | ANNUAL REPORT 2023 Skille ark før bærebraft seksjon 22 Equality and anti-discrimination statement Introduction The purpose of Norway’s Equality and Anti-Discrimination Act is to promote equal opportunities and rights, and to prohibit discrimination on the grounds of ethnicity, skin colour, language, religion and beliefs. As a leading IT consultancy firm, our employees are our most valuable assets. It is essential for Webstep to be a top choice for IT professionals. This means tapping into a diverse talent pool and providing equal opportunities for all. Diversity goes beyond just ethnicity, beliefs, and gender – it includes a range of skills, experiences, and perspectives. This variety enhances our understanding of both our employees and customers, leading to better solutions for everyone. Websteps aims to be a workplace with equal opportunities and rights for all. Awareness and guidelines on equal opportunities are emphasised throughout the organisation in processes such as recruitment, appointment, pay and customization of working conditions, and in work on developing attitudes. To the best knowledge of the board and the executive management, Webstep does not discriminate on the grounds of gender, disability, ethnicity, religion or the like. Webstep’s procedures, guidelines and values Webstep competes to be a preferred employer in the IT services industry and for the Group’s position as a great place to work. Part of this employee offering is the individual experience of equal opportunity, inclusion and involvement. The Group’s work on equality emphasises a four-step model, assessing possible risks of discrimination and potential obstacles, putting in place initiatives and measures to further promote diversity and evaluating this work to make further progress. Specific areas include recruitment, pay and working conditions, promotions, training & development, employer assisted provisions and work-life balance. In order to achieve equality and avoid discrimination, the efforts are aligned with Webstep guidelines, values and procedures. The Group’s governance structure defines that the management shall report regularly on specific relevant governance areas. The board holds the management accountable for risks in all governance areas, including equality and anti-discrimination. The working environment committee (AMU) at Webstep, which includes employee representatives, meets quarterly with equality and anti-discrimination as a regular item on the agenda Current guidelines promote equality, respect and prohibit discrimination. It is clearly stated in the employee guidelines that discrimination is not tolerated, and should be reported immediately. Guidelines and routines are revised on a yearly basis by AMU and top management. As part of the Group’s internal guidelines, whistleblowing routines are established with clear channels of communication. The whistleblowing routines are based on the principles of confidentiality, impartiality and contradiction. Webstep values of being skilled, innovative, generous and uncomplicated serve as a foundation for the Company’s choices and behaviour to the point where all employees, regardless of their background, should experience the width of the Group’s offerings and benefits. An important mitigating factor to the risk of gender pay gap in Webstep, is the consultant's salary model. The salary model is based on the revenue they generate, with reference to the hourly prices defined by the project. For sales- and department management personnel the bonus pay criteria are equal for women and men, and the model as such does not give room for discrimination. Webstep work on equality and anti-discrimination in practice As part of Webstep’s effort to promote equality and prevent discrimination, measures are adopted to mitigate potential risks and evaluate in order to make further progress. Health, safety and environment is also entrenched in the board and an important item in board and executive management meetings. The recruitment process is standardised through Webstep’s internal control system, and serves to ensure candidates equal and fair treatment. For key recruitments and promotions at the managerial level, it is required that underrepresented groups, such as women, to be represented as candidates in all processes. This is done in order to acquire highly qualified diverse talent, and avoid systematic discrimination. 23 WEBSTEP | ANNUAL REPORT 2023 Annually employee surveys are conducted for the Group, and serve as a basis of mapping further efforts, initiatives and improvements. The survey assesses employee satisfaction within Webstep overall, on assignments at client sites, and in relation to their line managers. The experience of inclusion and psychological safety are key considerations when compiling the questionnaire. Each year, Webstep's joint working environment committee reviews the question set before the survey is finalised and distributed. Webstep devotes time and resources to initiatives that promote the position of both current and future women in the tech industry. The Company’s equality and anti-discrimination efforts include the following: Webstep has a strategic initiative to increase the number of women in the Company, and in the tech industry as a whole. This is highly prioritised and the Company continually works to raise awareness about this goal. Among the initiatives are: ● The internal network “Women of Webstep”, is an important arena for ensuring gender inclusion. ● The “CEO commitment” by Oda, a network for women in technology, expresses the Company's commitment to promote equality and anti-discrimination. ● Webstep sponsors and actively contribute to multiple initiatives that promote the position of women in tech. Webstep has contributed to initiatives that encourage future generations of female technologists such as SheCodes, TENK tech camp, Girl Tech fest and Jenter og Teknologi (Girls and tech). ● In addition Webstep has nominated candidates to the annual rating of “The 50 most prominent Norwegian Tech Women” by Abelia/ Oda Network. where Webstep employees have been nominated. Webstep has had employees on this list every year since 2020. Employee follow-ups are conducted several times a year between each employee and their manager. This shall facilitate an open dialogue and opportunity for each individual employee to express their Webstep experience, needs and development. Results In the annual employee surveys, no systematic deficiencies were identified that could lead to discriminatory treatment. No discrimination cases were reported to the AMU or through the whistleblowing routines in 2023. Most important takeaways from the 2023-survey is: ● Insignificant - or no - differences between women and men, and generally very positive feedback on employee experiences ● An average score for women (82) is slightly lower than men (84) on the employee satisfaction index (ESI 0-100 index). The score is slightly lower than 2022, but significantly higher than the benchmark. ● Average scores for women (+39) are slightly lower than men (+42) on the Employee Loyalty Index (eNPS -100 to +100 index) - where +20 is considered very strong, whilst -20 is considered very weak). ● Mapping the Webstep experience both women (4.56) and men (4.54) highly agree they can act according to who they are at Webstep (on a 1-5 scale). ● Webstep women and men both strongly agree or agree that their work-life balance at Webstep is good. Risk assessment The IT consulting industry is characterised by a high share of male employees. Webstep works actively to attract female employees and recognises its responsibility to always strive for a better gender balance. The Group also recognises that there is an inherent risk that discrimination could occur in different processes within the Company, such as recruitment and promotions. Webstep will mitigate the risk through processes and policies, in addition to giving the risk focus internally and contribute to reducing this risk in the industry by openness and awareness. Opportunities for training and development are available for all employees. Being a consultancy company in a knowledge intensive industry, it is in the best interest of the Company and employees to offer such opportunities to maintain competitive advantages. Thus, the risk within this area is minimal. Webstep has in addition assessed other areas as required by Norway’s Equality and Anti-Discrimination Act. Work-life balance, employer assisted provisions, pay and working conditions are all areas where the annual employee surveys strongly confirm that the probability of risks is minimal. For the year 2023 Webstep have continued the focus on increasing the share of women employees in all positions within the Company, work-life balance and ﬂexible parental leave opportunities. Increasing the proportion of female employees is an explicit strategic initiative for Webstep. During 2023, the proportion of women increased from 16 per cent (84) to 18 per cent (105). Webstep’s permanent jobs are full-time. For this reason, the Company has no involuntary part-time working. Employees who reduce from full-time to part-time do so for welfare reasons. On 31 December 2023 the Group had no temporary employees. 24 Webstep promotes equal opportunity for both genders to take full parental leave, and the Company shall offer ﬂexible parental leave opportunities. Webstep partially covers the gap between regular pay and national insurance rate. On average, women choose to take longer parental leave than men in the Group. 25 WEBSTEP | ANNUAL REPORT 2023 Statement of EU-taxonomy for sustainable activities The EU's framework for sustainable investments aims to classify what is environmentally sustainable and channel capital in a more sustainable direction. The taxonomy is a first step in the EU Commission's action plan for sustainable growth, with the aim of fulfilling the Paris Agreement and achieving climate neutrality by 2050. As a "non-financial undertaking", Webstep reports on turnover, capital expenditure (capEx) and operating expenses (opEx) related to taxonomy-eligible and taxonomy-aligned economic activities, in accordance with EU regulation (2020/852). The purpose is to make it easier for investors to identify companies that meet the requirements according to the taxonomy, and thus contribute to the achievement of at least one of the taxonomy's six environmental goals. For the fiscal year 2023, Webstep is obliged to inform about its activities related to environmental goals 1 and 2, which deal with climate change mitigation and climate change adaptation. In addition to reporting what proportion of the Company's turnover, operating expenses and investment expenses are associated with the defined activities (eligible), it will be assessed whether the economic activities meet the technical criteria in the taxonomy for the economic activity to be considered "aligned". Identification of "Eligible Activities" To identify the areas of the business covered by the taxonomy, the starting point has been NACE codes and the description of the economic activities defined by the taxonomy. Consequently, during the fiscal year 2023, a review of Webstep's projects has been conducted to map out which projects are covered. This work has been carried out in collaboration between project managers and the administration. Following the mapping of its activities, Webstep has identified 2 taxonomy-eligible activities. Computer Programming, Consultancy and Related Activities (CCA 8.2) Most of Webstep's revenue-generating activities are related to the provision of consultancy services aimed at ICT. The services primarily relate to systems development through software craftsmanship, architecture, technology management, user experiences, business intelligence, and machine learning. Webstep offers expert services in digitalisation and IT projects across various industries. The group's assessment is that the majority of Webstep's business can be linked to the activity "Computer Programming, Consultancy and Related Activities" as defined in Annex II to the Climate Delegated Act (2021/2139). This activity has the potential to contribute to climate change adaptation. To qualify for taxonomy alignment under this activity, the Group needs to perform a robust climate risk and vulnerability assessment and implement adaptation solutions to reduce the most significant physical climate risks that are material for this activity. As a result of this activity being defined as an adapted-activity in the Climate Delegated Act (2021/2139), Webstep will not be able to present "aligned" turnover from revenues generated through this activity. Data-Driven Solutions for GHG Emissions Reductions (CCM 8.2) Part of the services that Webstep provides are specifically related to assisting their clients in establishing ICT solutions to reduce greenhouse gas emissions. These IT services coincide with the definition of the activity "Data-Driven Solutions for GHG Emissions Reductions". In connection with the mapping of this activity, all department leaders at Webstep have mapped the projects they have delivered during 2023 that are related to the development of ICT solutions that enable the reduction of GHG emissions. Each individual project has been assessed against the description of the activity in the "Climate Delegated Act (2021/2139). To make a significant contribution to the environmental objective of Climate Change Mitigation, the ICT solution must primarily be used to deliver data and analyses that enable reductions in greenhouse gases. In addition, where alternative solutions exist in the market, the delivered solution must provide significant reductions in greenhouse gases compared to the alternative solution/technology with the best result. Evaluation of whether "eligible activities" are "aligned" with technical screening criteria Webstep has reviewed and assessed the technical screening criteria for both the activity "Data driven solutions for GHG emissions reductions" and the activity "Computer programming, consultancy and related activities". The results of the assessments indicate that the technical screening criteria for these activities have not been met for the year 2023. Measurement The Company's taxonomy KPIs are directly linked to the accounting policies that underpin the preparation of the 26 group's consolidated financial statements. For additional information regarding the group's accounting policies, please refer to note 2 in the financial statements. Turnover Turnover represents the group's total revenue from contracts with customers, as further detailed in notes 5 and 6 of the annual financial statements. Revenue included in taxonomy-eligible (not taxonomy-aligned) includes income from projects that meet the criteria to be "eligible" under the activities "Data-driven solutions for GHG emissions reductions" and "Computer programming, consultancy and related activities". Revenue from the resale of licenses and other is not eligible, and is therefore included as non-eligible activities in the table. CapEx Capex includes acquisitions of tangible and intangible assets throughout the fiscal year 2023, before depreciation and any adjustments of balance values. For further information see note 11 and 12 to the financial statements. CapEx includes: - Expenses related to acquisitions of property, plant and equipment and to intangible assets - Expenses related to lease costs that are capitalized in accordance with IFRS 16 Leases. The group mainly has CapEx that are attributable across the Company's taxonomy eligible activities. To allocate CapEx to the taxonomy-covered activities, Webstep first extracted CapEx that are not directly attributable to the taxonomy-covered activities and then distributed it to the two activities based on the proportion of turnover. A distribution key based on revenue is considered the most appropriate way to allocate CapEx to the different activities. Webstep has not defined and adopted a CapEx plan and therefore has no eligible CapEx related to this (category b). Webstep also has no activated assets related to output from taxonomy-aligned economic activities and individual measures enabling the target activities to become low-carbon or to lead to greenhouse gas reductions (category c). OpEx OpEx consists of operating expenses considered necessary for Webstep to provide consulting services. This includes direct, non-capitalized costs related to: - Research and development - Building renovation measures - Short-term lease - Other direct expenses related to the ongoing maintenance of property, plant and equipment, necessary for these assets to function effectively at all times. In research and development and building renovation measures, costs that do not meet the capitalisation requirements according to IAS 16 and 38, are included. In 2023, Webstep had not incurred any costs related to these categories. Short-term lease refers to short-term rental agreements that do not meet the capitalization requirements according to IFRS 16. Costs that are considered eligible are mainly related to maintenance of the group's assets, as well as the purchase of assets that are not capitalised. Webstep primarily has OpEx that is attributable across the Company's taxonomy eligible activities. To allocate OpEx to the taxonomy-covered activities, Webstep first extracts OpEx that is not directly attributable to the taxonomy-covered activities and then distributes it to the two activities based on the proportion of turnover. A distribution key based on turnover is, as mentioned under CapEx, considered the most appropriate way to allocate OpEx to the various activities. 27 WEBSTEP | ANNUAL REPORT 2023 Taxonomy tables Proportion of taxonomy-aligned economic activities - Turnover 28 Proportion of taxonomy-aligned economic activities - CapEX 29 WEBSTEP | ANNUAL REPORT 2023 Proportion of taxonomy-aligned economic activities - OpEx 30 Corporate Reporting Sustainability Directive (CSRD) Webstep has started the process of preparing to report according to CSRD, which the Company is required to from the fiscal year 2024 onwards. A working committee is established, where the committee members covers a wide range of different expertise, roles and perspectives to address key areas throughout Webstep’s operations. The CSRD committee reports to the Audit Committee of the Group, and it is the Board of Directors responsibility that the reporting is in accordance with required standards. The CSRD-process follows four steps, where step 1 is completed. Double materiality analysis As part of the CSRD reporting framework, Webstep has conducted a double materiality analysis. The purpose of the analysis is to identify which sustainability matters that are most material to Webstep and the Company’s stakeholders. The materiality is determined by evaluating Webstep’s impact on people and society, while also considering the financial impact ESG-matters have on Webstep. This creates the scope for Webstep’s CSRD reporting, and also forms the basis for Webstep’s sustainability strategy and day-to-day operations going forward. Stakeholder analysis Understanding the Group’s stakeholders has been a crucial part of the work related to the double materiality analysis. To achieve this, Webstep’s key stakeholders have been identified. Interviews have then been conducted with a variety of our stakeholders to understand their different expectations and ambitions for Webstep. The results of the interviews indicate that these particular ESG-areas are of interest to Webstep’s stakeholders: Environmental: - Webstep is committed to being a relevant partner in the field of energy eﬃciency and digitalisation through development in projects for our customers. Going forward, AI technology will play a pertinent role in these deliveries. - Circular economy as part of a green IT strategy, where Webstep will set focus on material recycling due to the necessity of equipment for the Company’s operations. Social: - Contribute in increasing the proportion of individuals pursuing IT and technological education, with an enhanced focus on increasing the percentage of women in the IT industry. - High employee satisfaction. Key areas highlighted include career development and competence building activities, meaningful projects and work-life balance. - Making sure that the right expertise is applied to projects, so that customers and end-users can trust the systems and technologies that are being delivered. Governance: - Appropriate and clear guidelines to prevent human right violations and ensure decent working conditions, both within Webstep and throughout the supply chain. - Internal policies that support Webstep's culture. - Internal controls that capture deviations, along with good procedures for handling these. 31 WEBSTEP | ANNUAL REPORT 2023 Impact- and financial materiality analysis In the analysis, a mapping of all relevant ESG-topics has been conducted, based on the stakeholder-interviews and the working committee’s evaluations. It has been assessed whether the impacts of the identified topics are actual or potential, negative or positive and where in the value chain they occur. The assessment has set the base for evaluating how material the various impacts are, and whether they also represent a financial opportunity or risk. Findings from the analysis show that Webstep in several areas has material positive impact through the Group’s projects deliveries. These projects cover areas such as climate and environment, people, society and social conditions. Other areas with material positive impact include employment conditions and treatment of own employees, customers and end-users, protection of data and privacy, good business practice and corporate governance. The analysis also found that there are areas of improvement that are relevant for Webstep. This includes environmental impact through travel emissions and current IT-strategy, with regard to reuse, recycle and durability. Additional relevant areas are preservation of working conditions and rights for workers in the value chain. Some of the material impacts also represent a material financial opportunity or risk to Webstep. The most material opportunity is related to project deliveries that contribute to a digital transformation of society, but also working conditions and treatment of own employees represent an important opportunity. Webstep’s greatest asset is the employees, and it is crucial that the Company continue to invest in competence-and culture building activities. This to ensure employee satisfaction and that we stay attractive to future employees, but also to make sure that relevant expertise is applied to project deliveries. Identified risks are associated with the lack of adequate and satisfactory climate management, as well as safeguarding of data and privacy. 32 33 WEBSTEP | ANNUAL REPORT 2023 34 Financial statements – Group Consolidated statement of comprehensive income NOK 000's Note 2023 2022 Sales Revenues 5 1,000,006 888,439 Total revenues 1,000,006 888,439 Cost of goods and services (COGS) (93,714) (74,713) Salaries and personnel expenses 7,8,22 (783,703) (686,728) Depreciation and impairment 11,12 (47,184) (21,580) Other operating expenses 7,24 (56,939) (50,769) Total operating expenses (981,539) (833,790) Operating profit (loss) 18,467 54,649 Finance income 9 1,709 1,014 Finance expense 9,24 (7,147) (5,389) Profit before tax 13,029 50,274 Income tax expense 10 (8,585) (11,838) Profit for the year 4,444 38,436 Attributable to: Equity holders of the parent 4,444 38,436 Non-controlling interest 0 0 Other comprehensive income that will be reclassified to the income statement Foreign currency translation: Exchange differences on translation of foreign operations 6,280 (2,589) Other comprehensive income for the year, net of tax 6,280 (2,589) Total comprehensive income for the year, net of tax 10,724 35,848 Attributable to: Equity holders of the parent 10,724 35,848 Non-controlling interest 0 0 Earnings per share 23 0.16 1.40 Earnings per share, fully diluted 23 0.16 1.39 35 WEBSTEP | ANNUAL REPORT 2023 Consolidated statement of financial position 31 Dec 31 Dec NOK 000's Note 2023 2022 Assets Intangible assets 11 358,192 380,054 Fixed assets 12 12,309 14,447 Right-of-use assets 12,24 97,910 65,060 Non-current financial assets 13 2 2 Deferred tax asset 10 2,888 2,193 Total non-current assets 471,300 461,756 Trade receivables 14 156,015 145,742 Other receivables 14 5,348 9,129 Cash and short-term deposits 15 75,509 62,340 Total current assets 236,872 217,211 Total assets 708,172 678,967 Equity Share capital 16 27,671 27,628 Treasury shares 16 (30) (30) Share premium 179,938 179,192 Retained earnings 151,599 186,610 Shareholders equity 16, 22 359,178 393,400 Liabilities Deferred tax 10 1,271 1,451 Non-current leasing liabilities 24, 17 80,322 52,933 Total non-current liabilities 81,593 54,384 Current leasing liabilities 24, 17 17,693 13,153 Trade and other payables 18 19,813 15,215 Tax payables 10 8,854 11,879 Social Taxes and VAT 18 91,873 81,524 Other short-term debt 18,19 129,167 109,411 Total current liabilities 267,401 231,182 Total liabilities 348,994 285,566 Total equity and liabilities 708,172 678,967 The Board of Directors and CEO Webstep ASA Oslo, 24 April 2024 Sign. Sign. Sign. Kjell Magne Leirgulen Siw Ødegaard Bendik Nicolai Blindheim Chair of the Board Board member Board member Sign. Sign. Sign. Anna Söderblom David Bjerkeli Kjetil Bakke Eriksen Board member Board member Chief Executive Oﬃcer 36 Consolidated statement of change in equity Issued capital Treasury shares Share premium Foreign currency translation reserve Retained earnings Total earned equity Non-contr olling interests Total equity NOK 000's Note 1 January 2022 27,322 -53 172,775 10,284 183,365 393,692 - 393,692 Profit for the period 38,436 38,436 38,436 Other comprehensive income/(loss) (2,589) (2,589) (2,589) Sales of treasury shares 16 24 432 456 456 Share incentive program 22 3,606 3,606 3,606 Share issue 16 306 5,982 6,288 6,288 Dividends 26 (46,489) (46,489) (46,489) 31 December 2022 27,628 -30 179,192 7,695 178,914 393,400 - 393,400 Profit for the period 4,444 4,444 4,444 Other comprehensive income/(loss) 6,280 6,280 6,280 Sales of treasury shares 16 - - Share incentive program 22 1,234 1,234 1,234 Share issue 16 42 746 789 789 Dividends 26 (46,968) (46,968) (46,968) 31 December 2023 27,671 -30 179,938 13,975 137,624 359,178 - 359,178 37 WEBSTEP | ANNUAL REPORT 2023 Consolidated statement of cash ﬂ ows NOK 000's Note 2023 2022 Operating activities Pro fit/ (loss) before tax 13,029 50,274 Adjustments for: Depreciation of property, plant and equipment 11,12,24 47,184 21,580 Interest income 9 (1,709) 1,014 Interest expense 9 7,147 (5,389) Net change in trade and other receivables 14 (6,492) (10,673) Net change in trade and other liabilities 18,19 33,656 28,477 Net foreign exchange differences 1,657 (456) Taxes paid 10 (12,549) (15,209) Interest received 9 1,709 (1,014) Interest paid 9 (7,147) 5,389 Net cash ﬂ ow from operating activities 76,485 73,993 Investing activities Investments in property and equipment 12 (5,482) (10,724) Net cash ﬂ ow from investing activities (5,482) (10,724) Financing activities Payment of principal portion of lease liabilities 24 (12,887) (11,480) Net proceeds from equity 789 6,288 Sales of treasury shares/employment incentive plan 1,234 4,062 Payment of dividends (46,968) (46,489) Net cash ﬂ ow from financing activities (57,832) (47,619) Net increase/(decrease) in cash and cash equivalents 13,171 15,650 Cash and cash equivalents at 1 January 15 62,340 46,690 Cash and cash equivalents at 31 December 15 75,509 62,340 38 l 39 Notes to the consolidated financial statements Note 1 General information The Company and the Group Webstep ASA, the parent company (“the Company”) of the Webstep Group (“the Group”) is a limited liability company incorporated and domiciled in Norway, with its head oﬃce at Rebel, Universitetsgata 2, 0164 Oslo, Norway. The Company and its subsidiaries (together “the Webstep Group”/”the Group”) are leading providers of IT expert consultant services in Norway and Sweden. The Group aims to be at the forefront of technological development and to assist its customers in their digitalization through the offering of cutting-edge IT expertise. The Group’s core offerings are digitalization, cloud migration and integration, in addition to its other focus areas Internet of Things (IoT), machine learning, IT security, robotics and analytics. These consolidated financial statements have been approved for issuance by the Board of Directors on 24 April 2024 and are subject to approval by the Annual General Meeting on 16 May 2024. Note 2 Accounting policies Basis for preparation The consolidated financial statements at 31 December 2023 for Webstep ASA have been prepared in accordance with the IFRS® Accounting Standards as adopted by the European Union. The consolidated financial statements for the year ended 31 December 2023 were authorised for issue by the Board of Directors on 24 April 2024. The consolidated financial statements are presented in Norwegian kroner (NOK) and all values are rounded to the nearest thousand (NOK 000’s), except when otherwise indicated. The format for presenting the income statement is based on the nature of the expenditure. The Group has prepared the financial statements on the basis that it will continue to operate as a going concern. Basis of measurement The consolidated financial statements have been prepared under the historical cost convention. Basis of consolidation The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 December 2023. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash ﬂows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value. Basis for materiality assessment The Group has performed a detailed analysis of the income statement and balance sheet, and present in the following sections is what is considered to be the material accounting policies relevant for the users of the financial statements. Foreign currency translation The Group’s consolidated financial statements are presented in Norwegian kroner (NOK), which is also the parent company’s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. Differences in exchange rates arising from the translation of foreign subsidiaries’ equity at the beginning of the year at the exchange rates at the balance sheet date and from the translation of income statements from the monthly average 41 WEBSTEP | ANNUAL REPORT 2023 exchange rates for the currency exchange rates at the balance sheet date are recognised directly in other comprehensive income. Segment reporting Operating segments are reported by country of operation, which currently is Norway and Sweden. The board of Webstep ASA has appointed a strategic steering committee which assesses the financial performance and position of the Group and makes strategic decisions. The steering committee, which has been identified as being the chief operating decision maker, consists of the chief executive oﬃcer (CEO) and the chief financial oﬃcer (CFO). Revenues from contracts with customers The Group is in the business of selling IT-consultancy manhours to its customers. Revenue for IT- services are to be recognised over time because the customer simultaneously receives and consumes the benefits provided by the Group, and the Group satisfies each of its performance obligations (that is, it fulfils its promises to the customer) over time by transferring control of the promised service underlying that performance obligation to the customer. The fact that another entity would not need to re-perform the services that the Group has provided to date demonstrates that the customer simultaneously receives and consumes the benefits of the group’s performance as it performs. The input method is considered to be the best method when recognising revenue over time because there is a direct relationship between the group’s effort (i.e., labour hours incurred) and the transfer of service to the customer. The contracts are normally based on service agreements with hourly fees. Fixed price contracts are recognised as revenue according to the stage of completion. Estimated loss on contracts will be recognised in the income statement in its entirety in the period when it has been identified. Contract balances Contract assets A contract asset is initially recognised for revenue earned from billable hours delivered, not yet invoiced the customer. When the billable hours are invoiced, the invoiced amount is transferred to trade receivables. Contract assets are subject to impairment assessment. Trade receivables A receivable is recognised if an amount of consideration that is unconditional is due from the customer. Contract liabilities A contract liability is recognised if a payment is received or a payment is due from the customer before the Group transfers the related services. Contract liabilities are recognised as revenue when the Group performs under the contract and delivers or transfers the services to the customer. Taxes The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and tax losses carried forward. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in Norway and Sweden where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated fi nancial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable pro fit or loss. Deferred income tax is determined using tax rates (and tax laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Business combination and goodwill Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date, fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identi fiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses. 42 Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Goodwill is tested for impairment annually as at 31 December and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. Key assumptions used to determine the recoverable amount for the different CGUs are disclosed and further explained in note 11. Leases The Group, as a lessee, assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group, as a lessee, applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group, as a lessee, recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on an amortisation basis, so that depreciation equals instalments on the lease liabilities, over the shorter of the lease term and the estimated useful lives of the assets, as follows: ● Oﬃces 1-10 years ● Company cars 1-3 years If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reﬂects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The Group applies IAS 36 Impairment of Assets to determine whether the right-of-use asset is impaired and to account for any impairment loss identified. Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reﬂects the Group reasonably certain would be exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reﬂect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset. The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment. It also applies the lease of low-value assets recognition exemption to leases of equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expenses on a straight line basis over the lease term. Cash and short-term deposits Cash and short-term deposits in the statement of financial position comprise cash at banks and at hand and short-term highly liquid deposits with a maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the consolidated statement of cash ﬂows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management. 43 WEBSTEP | ANNUAL REPORT 2023 Treasury shares Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in the share premium. Dividends Dividends are recognised when the Group’s right to receive the payment is established, which is generally when shareholders approve the dividend. Dividends to the Company's shareholders are classified as a liability when the dividends proposed have been approved by the Annual General Meeting. Employee benefits The Group has defined contribution pension plans. The pension premiums are charged to expenses as they are incurred and classified as salary. Share-based payments Employees, including senior executives of the Group, receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). Group employees in the Norwegian entities have been granted shares at discounted prices, within the limit for such grants according to Norwegian tax legislation (equity-settled transactions). Equity-settled transactions The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the Black-Scholes model. The cost is recognised in employee benefits expense, together with a corresponding increase in equity, over the period in which the service and the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reﬂects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. The dilutive effect of outstanding options is reﬂected as additional share dilution in the computation of diluted earnings per share. The discounts granted to employees in the Norwegian entities are recognised as a cost in salaries and personnel cost in the profit and loss statement. Cash ﬂow statement The cash ﬂow statement shows the Group’s cash ﬂow for the year divided into operating, investing and financing activities during the year, as well as the year’s changes in cash and cash equivalents and the Group’s cash and cash equivalents at the beginning and end of the year. Cash and cash equivalents consist of cash and short-term deposits, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management. The Group’s restricted cash is related to taxes withheld and guarantees for leases and credits from suppliers. Cash ﬂow from operating activities Cash ﬂow from operating activities is presented using the indirect presentation form and is stated as the year’s profit/loss before tax plus depreciation and impairment losses and with adjustments for changes in working capital and paid corporate tax. Cash ﬂow from investing activities Cash ﬂow from investing activities includes payments in connection with the purchase and sale of non-current assets. Cash ﬂow from financing activities Cash ﬂow from financing activities includes changes in volume after the pooling of the Company’s share capital and related costs as well as raising of loans, repayments on interest-bearing debt, and payment of dividends to owners. Changes in accounting policies and disclosures There have been no changes in the Group’s accounting policies and disclosures throughout the year. New and amended standards and interpretations The Group has assessed new standards, and concluded they do not have material impact on the Groups reporting. The Group has not early adopted any new amendments. 44 Note 3 Estimates, judgments and assumptions Significant accounting judgement, estimates and assumptions The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reﬂected in the assumptions when they occur. Judgements In the process of applying the Group’s accounting policies, management make judgements on which have the most significant effect on the amounts recognised in the consolidated financial statements: Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reﬂected in the assumptions when they occur. Climate related matters The estimates and assumptions used in the preparation of the Group Financial statement are not highly sensitive to climate-related matters. Even though climate-related risks do not currently have a significant impact on estimates and assumptions, the Group is closely monitoring relevant changes and developments, such as new-climate related legislation, and will consider this within estimates and assumptions when they become significant to the financial statements. Impairment of goodwill Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The key assumptions used to determine the recoverable amount for the different CGUs are disclosed and further explained in note 11. 45 WEBSTEP | ANNUAL REPORT 2023 Note 4 Financial risks and financial instruments The Group’s principal financial liabilities comprise loans and borrowings and trade and other payables. The main purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets include trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Group is exposed to market risk, credit risk, and liquidity risk. The Group’s Executive Directors oversee the management of these risks. A description of the different risks is given below. Market risk The Group has a good order backlog and list of sales prospects, with competencies that are highly attractive in the market. The Group aknowledge that there is a risk that macroeconomic factors can cause a downturn in the economy and reduced demand for the Group's services. Macro Political turmoil have not and are not expected to have a direct impact on Webstep’s business activities. The consequences of the acts of the ongoing wars are uncertain and Webstep is following the developments closely to detect any direct or indirect consequences that may follow In addition, market risk comprise interest rate risk, foreign currency risk and market price risk which are treated separately below. Market risk - interest rate risk The short-term revolving credit facility is exposed to interest rate risk because of ﬂoating interest rate conditions which makes the Group's financial cost exposed to changes in the market rate. The Group considers this risk to be moderate due to the relative stable financial situation in Norway, combined with low level of debt and strong financial position for the Group. The Group has no long-term debt exposed to ﬂoating interest-rate. Current financing and capital structure has a limited interest rate risk, and variation in interest expenses due to changes in Nibor would have minor impact on financial expenses in the Group and presentation of "Analysis of sensitivity" is therefore left out. Look though on the sensitivity calculations in note 24, leasing, where the changes in listed interest rates may have a material impact on valuation of both right of use assets and corresponding liabilities. Market risk - currency risk Foreign currency risk is the risk that the fair value of future cash ﬂows of an exposure will ﬂuctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities in Sweden (when revenue or expense is denominated in a foreign currency) and the Group’s net investment in the Swedish subsidiary. The Group has not assessed it as necessary to enter into hedging of these risks due to materiality of the exposure. The following tables demonstrate the sensitivity to a reasonably possible change in SEK exchange rates, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in applied rate for translation of the profit in the Swedish subsidiary, while the change in pre-tax equity is due to change in the fair value of monetary assets, intangible assets, receivables and all liabilities including current and non-current leasing liabilities and all current payables, including net tax payables in the Swedish subsidiary. The Group’s exposure to foreign currency changes for all other currencies is not material. Effect onEffect onChange inprofit beforepre-taxCurrency sensitivitySEK ratetaxequityNOK 000'sNOK 000's202310 %256,896(10 %)(25)(6,896)202210 %6168,982(10 %)(616)(8,982) Market risk - market price risk Consistent deliveries over time in the different market segments according to established group policies have secured a low-volatility price structure that has proven stable over time. The variable salary model for the majority of the consultants also reduces market risk exposure as the salary expenses to a large extent correlate with revenues. Credit risk Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due causing financial loss to the Group. The Group’s exposure to credit risk is mainly related to its outstanding trade debtors (see Note 14). Other counterparty credit risk exposure to the Group is related to its cash deposits with financial institutions. The table below provides an overview of financial assets exposed to credit risk at year-end 2023 and 2022. Liquidity and credit risk management is performed on a monthly basis and is evaluated in board meetings. NOK 000's20232022Trade and other receivables161,992154,871Cash and cash equivalents75,50962,340Total237,500217,211 Trade receivables The Group’s exposure to credit risk is inﬂuenced mainly by the individual characteristics of each customer. The Group engages with large and regular customers and has had low historical losses on receivables. In accordance with IFRS 9, receivables are recognised and carried at their anticipated realisable value, which implies that a provision for a loss allowance on lifetime expected credit losses of the receivable is recognised. A provision for loss allowance for expected credit losses is performed at each, statutory reporting date and is based on a multifactor and holistic analysis depending on several considerations. Aging trade debtors Day past dueNOK 000'sNot due<30 days30-60 days>60 daysTotalAs of December 31 2023Trade debtors (note 14)104,16650,6679131,764157,510Expected credit loss rate (per cent)0.95%Expected credit loss (NOK 000's)1,495As of December 31 2022Trade debtors (note 14)99,95742,2021,1743,395146,730Expected credit loss rate (per cent)0.67%Expected credit loss (NOK 000's)988 47 WEBSTEP | ANNUAL REPORT 2023 Cash deposits Credit risk from balances with financial institutions is managed by the Group’s treasury function. The Group limits its counterparty credit risk by maintaining its cash deposits with financial institutions with high credit ratings as displayed below. Financial institutionCountryRaterReport dateRating (LT)Sparebank 1 SR-bank ASANorwayMoody's25.10.2023Aa3SEB AB (publ)SwedenFitch08.12.2023AA- Liquidity risk Liquidity risk arising from the Group not being able to meet its financial obligations as they fall due, is considered low. The Group’s approach to manage liquidity risk is through proper liquidity planning to ensure, as far as possible, that it will always have suﬃcient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. Executive management has monitoring controls in place to ensure that the Group has suﬃcient liquidity. 2023Maturity profile of liabilitiesCarryingNOK'000amountTotalContractual maturity< 1 year1 - 5 years> 5 yearsLease liabilities (note 24)98,644124,04522,75863,20938,078Trade and other payables19,81319,81319,81300Tax payable (note 10)8,8548,8548,85400Social Taxes and VAT91,87391,87391,87300Other short-term debt129,167129,167129,16700Total 31 December 2023348,351373,752272,46563,20938,078 2022Maturity profile of liabilitiesCarryingNOK'000amountTotalContractual maturity< 1 year1 - 5 years> 5 yearsDebt to credit institutions00000Lease liabilities (note 24)66,08675,81915,69749,37010,752Trade and other payables15,21515,21515,21500Tax payable (note 10)11,87911,87911,87900Social Taxes and VAT81,52481,52481,52400Other short-term debt109,411109,411109,41100Total 31 December 2022284,115293,848233,72649,37010,752 Categories of financial instrumentsNOK'00020232022Trade receivables156,015145,742Other receivables5,3489,129Cash and short-term deposits75,50962,340Financial assets measured at amortised cost236,872217,211 Debt to credit institutions00Trade payables19,81315,215Other payables91,87381,524Received prepayments of revenues486757Financial liabilities measured at amortised cost112,17297,496 The methods and assumptions used to estimate the fair value of debt instruments are described in note 2. Carrying amount is based on amortised cost and is assessed as a reasonable approximation of fair value, and has been applied accordingly. 49 WEBSTEP | ANNUAL REPORT 2023 Note 5 Revenue from contracts with customers In the following table, the major revenue lines are disaggregated by geographical areas as disclosed in our segment note (note 6). Figures are in local currencies and does not include eliminations except Group. 2023 Segments (in 000' )Norway (NOK)Sweden (NOK)EliminationsType of goods or serviceIT-related consulting services787,335112,008Subcontractors57,56229,971-3,757Resale of licenses16,3620Other353323-150Total revenue from contracts with customers861,611142,302-3,907 Timing of revenue recognitionGoods and services transferred at a point in time861,259141,979-3,757Services transferred over time150--150Total revenue from contracts with customers861,409141,979-3,907 2022 Segments (in 000' )Norway (NOK)Sweden (NOK)EliminationsType of goods or serviceIT-related consulting services721,050102,234Subcontractors42,98424,140-2,634Other173642-150Total revenue from contracts with customers764,207127,016-2,784 Timing of revenue recognitionGoods and services transferred at a point in time764,034126,374-2,634Services transferred over time150--150Total revenue from contracts with customers764,184126,374-2,784 Set out below, is the reconciliation of the revenue from contracts with customers with the amounts disclosed in the segment information (Note 6): 20232022Revenue (in 000' NOK)NorwaySwedenNorwaySwedenExternal customer845,458131,126764,034123,740Inter-segment1503,7591502,634Inter-segment adjustments and eliminations(150)(3,759)(150)(2,634)Total revenue from contracts with customers845,458131,126764,034123,740 Contract balances: The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. NOK 000'12/31/202312/31/2022Receivables which are included in Trade receivables155,381143,550Contract assets6342,192Contract liabilities486757 The contract assets primarily relate to revenues accrued, but not invoiced. The contract assets are transferred to Trade receivables when the rights to receive payment become unconditional. The contract liabilities primarily consist of advance considerations received from customers, before revenue is earned. Revenue is recognised as (or when) the Group fulfils its performance obligation(s) under the contracts, and accrued expenses related to supply of goods and services, not yet recorded in Accounts Payable. Changes in the contract assets and the contract liabilities balances during the period are as follows: Contract assets (NOK 000')20232022At January 12,1923,446Additions6342,192Transfers from contract assets recognised at the beginning of the period to receivables(2,192)(3,446)Impairment losses and allowances recognised in the period00At December 316342,192 Contract liabilities (NOK 000')20232022At January 17570Invoiced in advance for the period486757Revenues recognised that was included in the contract liability balance at the beginning ofthe period(757)0Current contract liabilities at December 31486757 Note 6 Segment information NOK 000’s The Group provides IT related high-end consulting services. Operating segments are reported by country of operation. The CEO and CFO are responsible for allocating resources and assessing performance of the operating segments. The Group's performance is examined by country of operation. Segment performance is evaluated based on the profit or loss measure "Earnings before interest and tax" (EBIT) and is measured consistently with profit or loss in the consolidated financial statements. Assets and liabilities are not allocated to segments. The Group has currently two reportable segments: Norway and Sweden, and revenue breakdown for Oslo (Norway), Regional Oﬃces (Norway) and Subcontractors (Norway and Sweden). 51 WEBSTEP | ANNUAL REPORT 2023 2023NorwaySwedenEliminationTotalRevenues Oslo372,695372,695Revenues Regional Oﬃces414,640414,640Revenues Sweden112,008112,008Revenues Subcontractors57,56229,971(3,757)83,776Other0Total revenue (IT-related consulting services)844,897141,979(3,757)983,119 Other income16,714323(150)16,887Total operating expenses less depreciation and impairment844,563140,560(3,898)981,225EBIT17,0481,41918,467EBIT margin (% of total revenue)2.0 %1.0 %1.9 % 2022NorwaySwedenEliminationTotalRevenues Oslo324,651324,651Revenues Regional Oﬃces396,399396,399Sweden102,234102,234Subcontractors42,98424,140(2,634)64,490Other0Total revenue (IT-related consulting services)764,034126,374(2,634)887,774 Other income173642(150)665Total operating expenses less depreciation and impairment716,480120,094(2,784)833,790EBIT47,7276,92254,649EBIT margin (% of total revenue)6.2 %5.5 %6.2 % Elimination consists of hiring of consultants from Sweden to Norway and management fee from Sweden to Norway. Geographical analysis of assets Analysis of non-current assets by geographical location 2023NorwaySwedenEliminationTotalRight-of-use assets83.114.897.9Research and development0.0Fixed assets11.90.412.3Total non-current assets operating assets 202395.115.20.0110.2 2022NorwaySwedenEliminationTotalRight-of-use assets49.215.965.1Research and development1.51.5Fixed assets13.90.514.4Total non-current assets operating assets 202264.616.40.081.0 Asset location20232022Norway95,06064,612Sweden15,15916,395Non-current segment assets110,21981,007 Other intangible assets358,192378,554Non-current financial assets22Deferred tax asset2,8882,193Trade receivables156,015145,742Other receivables5,3489,129Cash and short-term deposits75,50962,340Consolidated total assets708,172678,967 Note 7 Salaries, remuneration and audit fees NOK 000's Salaries and personnel expenses (NOK'000)20232022Salaries616,262540,411Social security costs110,63786,457Pensions24,20024,117Share-based compensation1,2343,606Other benefits and refunds31,37032,137Total salaries and personnel expenses783,703686,728Number of employees, average FTEs561512 TotalRemuneration to executive managementremunerationNOK'000Base salaryVariable payOther (1)PensionRemuneration to executive management 202313,5812,81164217,034579Remuneration to executive management 202214,6423,7131,91020,265626 (1) Other consists of e.g. health insurance plans, car allowance, telephone/mobile communication, share-options (NOK 1.2 million in 2022) and housing allowance. (2)The Company had severance pay related to reduction of executive management (financial year 2022 and 2023) and change of CEO (financial year 2023), in total TNOK 3.600 for 2022 and TNOK 4.030 for 2023. The table above is exclusive severance pay. (3) The hiring of the Interim CEO is facilitated through an agreement with the company Suelo AS, the costs are excluded from the table above 53 WEBSTEP | ANNUAL REPORT 2023 Remuneration to board members and nomination committee20232022Chair of the BoardKjetil Bakke Eriksen (Chair until 19 November 2023)418373Board memberSiw Ødegaard288276Board members and nomination committee from 4 May 2023Board memberKjell Magne Leirgulen (Chair from 5 January 2024)206Board memberAnna Söderblom173Board memberDavid Bjerkeli189Board memberBendik N. Blindheim189Board memberKari Mette Toverud194Nomination committeePål Kvernaas27Nomination committeeOscar Bakkevig13Nomination committeeToril Nag13Board members and nomination committee until 4 May 2023Board memberTrond Klethagen Johannessen95327Board memberTrygve Christian Moe97287Board memberToril Nag87258Nomination committeeBjørn Ivar Danielsen1030Nomination committeePetter Tusvik618Total remuneration to board members and nomination committee2,0061,569 Board remuneration Compensation to board members is not performance-related. Compensation to the Board is determined by the Annual General Meeting, and the accrued cost for 2023 and 2022 is based on the decision made by the Annual General Meeting. The compensation is paid in arrears. Determination of remuneration to executive management The Company's executive management comprises the Chief Executive Oﬃcer (CEO), the Chief Financial Oﬃcer (CFO), Director Business Development, Regional Managers and the Director Communication and marketing. Remuneration to executive management is mainly fixed salary as well as performance based bonus. CEOs bonus is decided by the Remuneration Committee, CFOs bonus is based on the handling of finance and external financial communitation matters, and regional managers bonus is calculated by pre-determined KPIs, in line with the Remuneration Policy. The accrued bonuses are included in the table above. The executive management is entitled to participate in the Long-term incentive programme as described in note 22. For details see the Remuneration Report available on www.webstep.no Audit fees 20232022Statutory audit fees1,178909Audit-related assistance194213Total fee1,3721,122 * VAT is not included Note 8 Pension costs NOK 000’s All companies within the Group have defined contribution plans for all of its employees, governed by the local employment laws. The Group pays a contribution to the plan based on a fixed percentage of the salary, limited to 12 times the base amount (G). The total pension premium charge in 2023 is NOK 24,2 million (2022: NOK NOK 24,1 million). The Norwegian companies within the Group are bound to have mandatory occupational pension scheme pursuant to the Norwegian law of Occupational pension scheme. The Group's pension scheme meets the requirements of this Act. Note 9 Financial items Finance income NOK'00020232022Interest income1,709595Other finance income (including foreign exchange effects)0419Total finance income1,7091,014 Interest income primarily comprises interest received on bank deposits and effects of foreign exchange. Finance expense NOK'00020232022Interest expense(6,312)(4,512)Other finance expense (including foreign exchange effects)(835)(877)Total finance expense(7,147)(5,389) Interest expense primarily comprises interest and expenses paid on revolving credit facility (Note 21) and estimated interest on leasing liabilities (Note 24). 55 WEBSTEP | ANNUAL REPORT 2023 Note 10 Taxes NOK 000's Consolidated statement of profit or loss20232022Current income tax9,60312,404Unprovided income tax charge from previous year00Deferred tax(1,019)(566)Income tax expense reported in the statement of profit or loss8,58511,838 Reconciliation of tax expense and the accounting profit multiplied by the Group’s tax rate for 2023 and 2022: Reconciliation of tax base20232022Accounting profit before tax13,02950,274Permanent differences26,6293,985Change in temporary differences4,1892,577Tax base for the year43,84756,836Tax payable (22%)9,64612,504Prepaid tax(748)(525)Differences in tax rates on foreign subsidiary(44)(101)Tax payable in the balance sheet8,85411,878 Permanent differences of MNOK 25 related to impairment of goodwill, as described in note 11, which is non tax deductible Deferred tax20232022Fixed assets4,0832,003Receivables1,495988Provisions, not yet tax deductible9,4968,529Statutory tax provisions in Sweden(8,013)(8,593)Total7,0612,927Net deferred tax asset/(liability) (22%)1,553644Effect of difference in tax rates Sweden (20,6%/22%)6499Total adjusted for differences in tax rates1,617742 Reﬂected in the statement of financial position as follows:Deferred tax assets2,8882,193Deferred tax liabilities(1,271)(1,451)Deferred tax liabilities, net1,617742 Effective tax rate:Expected income tax2,86611,060Permanent differences5,858877Effect of change in tax rate and other(141)(99)Income tax expense8,58411,838 * Income tax expense in relation to income before tax 65.9 % 23.5 % Note 11 Intangible assets and goodwill Cash generating unitNOK'00020232022Norway313,575313,575Sweden44,61764,964358,192378,539 Cost,NOK 000'sGoodwill NorwayGoodwill SwedenR&DTotalAt 1 January 2022313,57566,9717,573388,119Additions0000Disposals0000Exchange adjustment0(2,007)0(2,007)At 31 December 2022313,57564,9647,573386,112Additions0000Disposals0000Exchange adjustment04,65304,653At 31 December 2023313,57569,6177,573390,765 Depreciation and impairmentAt January 1 202200(4,543)(4,543)Impairment0000Depreciation charge for the year00(1,515)(1,515)At 31 December 202200(6,058)(6,058)Impairment(25,000)00Depreciation charge for the year00(1,515)(1,515)At 31 December 20230(25,000)(7,573)(32,573) Net book valueAt 31 December 2022313,57564,9641,515380,054At 31 December 2023313,57544,617(0)358,192Useful lifeInfiniteInfinite5 yearsDepreciation methodNANAStraight line 57 WEBSTEP | ANNUAL REPORT 2023 Goodwill includes the value from acquisition of Webstep AS in 2011 and Webstep AB in 2012, where NOK 313.5 million and NOK 58.6 million was added to goodwill respectively. Goodwill is not amortised, but tested yearly for impairment or when there are indications of impairment. The impairment test is conducted for each cash generating unit, by evaluating the present value of future cash ﬂows, based on cash ﬂow projections. The recoverable amount is set to the estimated value in use. The value in use is the net present value of the estimated cash ﬂow before tax, using a discount rate reﬂecting the timing of the cash ﬂow and the expected risk. The calculation of value in use for goodwill related to the acquisition of Webstep AS and Webstep AB is most sensitive to the following key assumptions: • Discount rates • EBITDA-margin • Growth rates used to extrapolate cash ﬂows beyond the forecast period. The calculated weighted average cost of capital (WACC) after tax (before tax) for Norway was 10.5 % (13.4 %) and 9.3% (11.7 %) for Sweden. It has been assessed that there is no significant difference in outcome by using pre- or post-tax calculations. Hence, the impairment test are performed based on an after-tax basis. The risk free interest rate was 3.3% for Norway and 2.0 % for Sweden. The risk premium is calculated based on market statistics for comparable companies. The cash ﬂow forecast takes into account both historical results, expected future growth rates, and market conditions. These budgets and forecast calculations generally cover a period of five years. For Norway and Sweden, the underlying model calculates annual cash ﬂows per department, based on periodised employee development, utilisation rate, expected trend in hourly rate, sales / management / overhead changes, wage growth and cost growth. The annualised compound growth rate over the next 4 year period is 2% for each CGUs. The terminal growth rate used in calculating the terminal value is 2%. The EBITDA-margin in the Norway CGU is expected to be in line with historical levels, while the EBITDA-margin for the Sweden CGU is expected to be lower. The challenges in the Swedish market persists with prolonged sales cycles and reduced market demand. As a consequence, Webstep Sweden has during the second half year of 2023 reduced consultants in areas with lower market demand and downsized the number of non-billable FTEs. The Group expects the situation to have implications on the Group's business activities. The impairment model has significant headroom between estimated value and carrying amount for the Norway CGU, but indicates impairment of NOK 25.0 million for the Sweden CGU. A sensitivity analysis was performed for the Sweden CGU where the following changes in key assumptions resulted in an additional impairment of goodwill amounting to NOK 15.0 million. Original assumptionSensitivity analysisDiscount rates9.3%9.5%EBITDA-margin (terminal-value)3.6%2.6%Growth rate (terminal value)2.0%1.5% The potential changes in key assumptions are considered reasonably possible, due to the negative trend in the Swedish IT consultancy marked. Based on the impairment tests performed, net impairment losses recognised in 2023 amounted to NOK 25.0 million related to Goodwill Sweden.The impairment of Goodwill Sweden is a result of the challenging Swedish IT consultancy market. There are no indications that impairment is required for Norway. Note 12 Fixed assets Equipment,Cost,fixtures andRight-of-useNOK'000furnitureassetsTotalAt 1 January 202233,77972,520106,299Additions10,72419,13629,860Disposals0(4,179)(4,179)Exchange adjustment0(508)(508)Cost at 31 December 202244,50386,968131,471Cost at 1 January 202344,50386,968131,471Additions5,48145,09950,580Disposals0(1,934)(1,934)Exchange adjustment01,2321,232Cost at 31 December 202349,984131,365181,349 Depreciation and impairmentAt 1 January 2022(23,423)(9,971)(33,395)Disposals01,5000Impairment0(1,785)0Depreciation charge for the year(6,626)(11,654)(18,280)Exchange adjustment(7)00Other000At 31 December 2022(30,056)(21,908)(51,965)Disposals01,4671,467Impairment000Depreciation charge for the year(7,656)(13,014)(20,670)Exchange adjustment36036Other000At 31 December 2023(37,676)(33,455)(71,132) Net book valueAt 31 December 202214,44765,06079,507At 31 December 202312,30997,910110,220Useful life3 - 5 year1-10 yearDepreciation methodStraight lineAmortisation 59 WEBSTEP | ANNUAL REPORT 2023 Note 13 Financial assets – non-current vs currentThe only non-current, financial asset is a deposit.Financial assets,NOK'00020232022Other long term deposit22Total22 Note 14 Trade and other receivables Trade and other receivables NOK'00020232022Trade receivables - net of related parties157,510146,730Provision for bad debt(1,495)(988)Trade Receivables net of provision156,015145,742Prepayments and other receivables5,3489,129Receivables from related parties00Payables to related parties00Total trade receivables and prepayments161,363154,871Of which long-term receivables from related parties00Short-term Receivables and prepayments161,363154,871 Specification of receivables NOK'00020232022Trade receivables155,464143,550Accrued income(78)2,192Other receivables00Trade and other receivables155,386145,742Prepaid costs5,2398,222Prepaid public duty debt110142Prepaid rent628765Prepayments5,9779,129Total receivables and prepayments161,363154,871 Due dates and fair value of trade and other receivables NOK'00020232022Due within one year)161,363154,871After one year )00Fair Value161,363154,871 *) For receivables due within one year, fair value is equal to nominal value. ) Receivables that are due later than one year are discounted and stated as fair value. The group has a bad debt provision of NOK 1,495 million in 2023, increased from NOK 0.99 million in 2022 30-60NOK'000TotalNot due<30 daysdays>60 days2023157,510104,16650,6679131,7642022146,73099,95742,2021,1743,395 Note 15 Cash and short-term deposits Cash and Cash Equivalents,NOK'00020232022Cash in bank75,50962,340Cash equivalents00Total Cash and Cash Equivalents75,50962,340 Utilised bank overdraft00Net Cash and Cash Equivalents/Bank overdraft75,50962,340 Of which Restricted Cash:Guarantees for leases and credits from suppliers1,2171,116Taxes withheld705581Other restricted cash00Total Restricted Cash1,9221,697 For further details on the Group's cash reporting and cash pooling system, see note 17. 61 WEBSTEP | ANNUAL REPORT 2023 Note 16 Shareholders capital and largest shareholders NOK 000's Share capital The Company has only one share class and all shares have equal voting rights. 20232022No. ofNo. ofAuthorisedthousandsthousandsOrdinary shares of NOK 1 each27,67127,628 No. ofNo. ofOrdinary sharesthousandsthousandsIssued and fully paid:At 1 January27,62827,322Issued42306At 31 December27,67127,628 No. ofNo. ofTreasury sharesthousandsthousandsAt 1 January(30)(54)Sale of treasury shares24At 31 December(30)(30) Foreign currency translation reserveNOK 000'sNOK 000'sAt 1 January 2022/202110,28416,212Foreign currency translation(2,589)(5,929)At 31 December 2022/20217,69510,284Foreign currency translation6,280(2,589)At 31 December 2023/202213,9767,695 20232022Share capital27,67127,628Treasury shares(30)(29)Share premium179,938179,190Retained earnings137,627178,918Non-controlling interest00Shareholders equity inclusive currency translation359,181395,990 Shareholder nameSharesOwnershipVoting rightsEMBRO EIENDOM AS8,312,72730.0%30.1%HVALER INVEST AS2,002,1527.2%7.2%J.P. Morgan SE1,970,8907.1%7.1%SALT VALUE AS1,535,2585.5%5.6%PROTECTOR FORSIKRING ASA1,443,8605.2%5.2%VPF FONDSFINANS UTBYTTE1,100,0004.0%4.0%JAKOB HATTELAND HOLDING AS1,000,0003.6%3.6%J.P. Morgan SE900,0003.3%3.3%HOLMEN SPESIALFOND861,5243.1%3.1%VERDIPAPIRFONDET NORDEA NORGE VERD664,3172.4%2.4%Danske Invest Norge Vekst542,0002.0%2.0%INTERTRADE SHIPPING AS400,0001.4%1.4%Danske Bank A/S320,0001.2%1.2%ESPEDAL & CO AS308,9801.1%1.1%EUROVEST AS280,7071.0%1.0%Bank Pictet & Cie (Europe) AG232,6750.8%0.8%MP PENSJON PK224,0000.8%0.8%LEROLI AS197,2810.7%0.7%Saxo Bank A/S155,0740.6%0.6%BUGS AS126,7360.5%0.5%Other shareholders5,062,79518.3%18.3%Total number of shares excluding treasury shares27,640,97699.89%100.00%Treasury shares as of 31 December 202329,9830.1%Total shares issued27,670,959100.00% Shareholding by board members, management and their related parties as of 31 December 2023 SharesOwnershipVoting rightsAnders Høibakk7,6150.03%0.03%Arne Sværen-Bryne5,6370.02%0.02%Arnt Roger Aasen (Aravi AS and privately held)26,0320.09%0.09%Dagfinn Haslebrekk7,6180.03%0.03%David Bjerkeli (Fjellhammer Invest AS)11,5000.04%0.04%Erlend Nævdal8450.00%0.00%Ida Amalie Oma8450.00%0.00%Jacob Cardell (Nominee)20,0200.07%0.07%Joar Krohn (Kronoko Holding AS and privately held)99,3200.36%0.36%Kjell Magne Leirgulen (KML Invest AS)25,0000.09%0.09%Kjetil Bakke Eriksen (Suelo AS)26,9250.10%0.10%Siw Ødegaard (Kvinnesiden AS)13,0250.05%0.05% Kjell Magne Leirgulen is employed by Embron Group AS David Bjerkeli is employed by Hvaler Invest AS Webstep ASA holds 29,983 treasury shares. These shares have no voting rights nor dividend rights. 63 WEBSTEP | ANNUAL REPORT 2023 Note 17 Interest bearing loans and borrowings The Group has a NOK 110 million Revolving Credit Facility ("RCF") with SpareBank 1 SR-Bank ASA. The RCF may be utilised by each member of the Group having access to the cash pooling account system related to the RCF. The accounts included in the cash pooling structure are presented as a net figure for the Group: As cash and short term receivables if the net balance is positive, or debt to credit institutions if the net balance is negative. The term of the RCF is two years, after which it is subject to renewal. The facility was renewed in 2021. The total payable interest rate is based on 3 months NIBOR in addition to an agreed margin of 2.25 per cent per annum. The interest calculation is based on the net of cash and overdraft. The annual charge for the credit facility is 0.5 per cent of the granted credit. Under the RCF, the Company has pledged security over the shares, inventory, insurance payouts and accounts receivable in Webstep AS and negative pledge over the shares in Webstep AB. Covenant conditions: Book equity for the Group shall consist of at least 30 per cent of total capital, measured quarterly. Ratio of NIBD / EBITDA maximum 3, measured quarterly, rolling 12 months. Webstep AB has a local revolving credit facility of SEK 5 million which was unutilised 31 December 2023. NOK'00020232022Non-current borrowingsDebt to credit institutions00Lease liabilities80,32252,933Current borrowingsDebt to credit institutions00Lease liabilities17,69313,153Total borrowings98,01666,087 NOK'00020232022Booked value of assets pledged as securityShares407,119432,119Fixed assets12,30914,447Receivables156,015145,742Cash75,50962,340Total650,952654,648 Other financial liabilities at amortised cost, other than interest-bearing loans and borrowings NOK'00020232022Trade payables19,81315,215Social Taxes and VAT91,87381,524Received prepayments of revenues486757Total financial liabilities210,188163,583Total current210,188163,583Total non-current00 Other short-term debt mainly consists of; 1) accrued salaries for the past month, for payment to employees in accordance with the salary model, 2) accrued holiday pay as required by law, for payment to employees in June the following year. Changes in liabilities arising from financing activities ChangesforeignexchangeYear ended 20221 Jan 2022Cash ﬂowsrateOther31 Dec 2022Debt to credit institutions non-current00000Lease liabilities non-current and current (note 24)61,537(11,481)(508)16,54066,088Debt to credit institutions current00000Total liabilities from financing activities61,537(11,481)(508)16,54066,088 ChangesforeignexchangeYear ended 20231 Jan 2023Cash ﬂowsrateOther31 Dec 2023Debt to credit institutions non-current00000Lease liabilities non-current and current (note 24)66,088(12,887)1,23243,58498,015Debt to credit institutions current00000Total liabilities from financing activities66,088(12,887)1,23243,58498,015 Note 18 Trade and other payables NOK 000's20232022Trade and other payables19,81315,215Social Taxes and VAT91,87381,524Accrued vacation pay (note 19)58,62351,572Accrued expenses including salaries payable (note 19)69,99456,898Other current payables (note 19)550941Total Trade and Other Payables240,853206,150 Terms and conditions of the above liabilities: Trade payables are non-interest bearing and are normally settled on 30-day terms Social Taxes and VAT are normally settled six times per year ( Norway) or monthly (Sweden) Accrued vacation pay is paid in June (Norway) Salaries payable are normally settled monthly For explanations on the Group’s liquidity risk management processes, see Note 21 65 WEBSTEP | ANNUAL REPORT 2023 Note 19 Other short-term debt NOK 000's20232022Salaries payable, vacation pay, bonus etc.123,851103,233Other accrued expenses4,7665,237Received prepayments of revenues486757Other64184Total other short-term debt129,167109,411 Note 20 Related party disclosure The consolidated financial statements of the Group include: % Equity interestCountry ofNamein-corporationBusiness Address20232022Webstep ASNorwayc/o Rebel, Universitetsgata 2, 0164 Oslo100%100%Webstep ABSwedenKungsgatan 44, 111 35 Stockholm100%100% Webstep ASA is the ultimate parent of the Group, and sole owner of Webstep AS and Webstep AB. Balances and transactions between the Company and its subsidiaries, which are related parties to the Company, have been eliminated in the consolidation and are not disclosed in this note. The Group does not have any material transactions with related parties, except for remuneration to management (see note 7 in the Annual Report and the Remuneration Report available on www.webstep.no). Note 21 Capital management Capital management For the purpose of the Group's capital management, capital includes issued capital, treasury shares, share premium and all other equity reserves attributable to the equity holders of the parent. The Group is financed by equity with a revolving credit facility to finance ﬂuctuations in net working capital. The primary objective of the Group’s capital management is to maximise shareholder value. The policies shall ensure that the Group complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business objectives. The policies shall ensure suﬃcient, financial ﬂexibility. The objectives for capital management are regarded as achieved as of 31 December 2023. The Group manages its capital structure and makes adjustments to it according to changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue capital securities. Capital structure is reported monthly and measured, amongst other criterias, against covenants. No changes have been made to the objectives, policies and processes from the previous years. However, they are under constant review by the board of directors. The Group monitors equity ratio (equity to total assets) and the ratio of Net Interest Bearing Debt (NIBD) to Earnings Before Interest Tax Depreciation and Amortisation (EBITDA) as part of the capital management to ensure the Group is complying with current covenants. Note 22 Share based payments Employee share purchase programme ("ESPP") An employee share purchase programme was implemented in November 2018, and similar programmes have been carried out yearly between 2018 and 2022. Under the Long-term incentive programme, share options of the parent are granted to senior executives of the Group. The exercise price of the share options is equal to the market price of the underlying shares on the date of grant. The share options vest if the senior executive remains employed during the vesting period. Long-term incentive programme (“LTI”) The fair value of the share options is estimated at the grant date using the Black-Scholes option pricing model, taking into account the terms and conditions on which the share options were granted. 515,876 options were granted 18 November 2019, whereof 46,884 were terminated during 2020, 23,461 were terminated during 2021 and 46 884 were terminated during 2022. The options will vest, or have vested, in the following tranches: - 111,381 options vested 18 November 2020 - 111,381 options vested 18 November 2021 - 175,885 options vested 18 November 2022 546,000 options were granted 24 November 2020, whereof 52,000 were terminated during 2021, 78,000 were terminated during 2022 and 13,000 were terminated during 2023. The options will vest, or have vested, in the following tranches: - 123,500 options vested 24 November 2021 - 97,500 options vest 24 November 2022 - 182,000 options vest 24 November 2023 98,000 options were granted 10 February 2021, whereof 49,000 were terminated during 2023. The options will vest, or have vested, in the following tranches: - 24,500 options vested 10 February 2022 - 24,500 options vest 10 February 2023 26,000 options were granted 26 May 2021, the options will vest, or have vested, in the following tranches: - 6,500 options vested 26 May 2022 - 6,500 options vest 26 May 2023 - 13,000 options vest 26 May 2024 650,000 options were granted 25 November 2021, whereof 100,000 were terminated during 2022 and 75,000 were terminated during 2023. The options will vest, or have vested, in the following tranches: - 131,250 options vested 25 November 2022 - 131,250 options vest 25 November 2023 - 212,500 options vest 25 November 2024 25,000 options were granted 21 February 2022. The options will vest, or have vested, in the following tranches: - 6,250 options vest 21 February 2023 - 6,250 options vest 21 February 2024 - 12,500 options vest 21 February 2025 67 WEBSTEP | ANNUAL REPORT 2023 Exercise price - Exercise price for options granted 18 November 2019 is NOK 18.20 - Exercise price for options granted 24 November 2020 is NOK 19.43 - Exercise price for options granted 10 February 2021 is NOK 20.12 - Exercise price for options granted 26 May 2021 is NOK 29.35 - Exercise price for options granted 25 November 2021 is NOK 34.94 - Exercise price for options granted 21 February 2022 is NOK 34.94 The potential dilution through the LTIP accounts for 131,740 shares. 42,461 of the vested shares have been exercised. The share options can be exercised up to five years after the grant date. Therefore, the contractual term of each option granted is five years. In the event the Company is not capable of delivering shares following an exercise of options, the Company shall fulfil its obligations through a cash-out. NOK'00020232022Expense arising from equity-settled share-based payment1,2343,606transactions related to the Long-term incentiveprogrammeSocial security tax provisions-187-1,122Granted instruments:OptionOptionQuantity0,0025,000Contractual life55Strike price036.64Share price0.0033.00Expected lifetime03.25Expected volatility0.00%34.98%Risk-free interest rate0.00%1.88%Dividend yield00Model usedBlack-ScholBlack-ScholesesFair value per instrument07.54 Weighted average parameters at grant of instrument The expected life of the share options is according to IFRS-2, shorter than the time from grant until expiry. Due to the taxation of options and “non-transferability”, earlier exercise is expected . These are current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reﬂects the assumption that the historical volatility for the company and peers over a period similar to the expected life of the options is indicative of future trends, which may not necessarily be the actual outcome. Expenses The expenses recognised for equity settled share-based payment transactions under the programs during the year are presented in the table below: NOK'00020232022Expenses related to the Employee Share Purchase03,569Programme (ESPP)Expenses related to the Long-term Incentive Programme1,2343,606(LTI)Total share based payment expenses in the period1,2347,175Social security tax expense for the period-187-1,122Social security tax accrual for the period71658 Number of discounted shares sold through the EmployeeShare Purchase Programme (ESPP)0232,103Discounted share price026.6 NOK/shareWeighted average fair value of each discounted sharesold through the ESPP09 Movements during the year (LTI programme) The following table illustrate the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year:2023202320222022Long-term incentive programmeNumber ofWeighted AverageNumber ofWeighted AverageinstrumentsStrike PriceinstrumentsStrike PriceOutstanding at 1 January1,344,63124.441,707,66625.28Granted00.0025,00034.94Exercised42,46118.34163,15119.41ReleasedAdjustedPerformance AdjustedCancelledTerminated(137,000)26.94(224,884)26.07Expired0.00Outstanding at 31 December1,165,1701,344,631Vested at 31 December920,92022.09619,13122.43The weighted average remaining contractual lifeThe weighted average exercise prices for options24.36outstanding26.04 Total shareoptions perGrantedNumber of share optionsTitle31.12.23Granted 20232022Erlend NævdalDirector Business Development, until December 202325,000-25,000 69 WEBSTEP | ANNUAL REPORT 2023 The options were granted on the 21 February 2022. At 31 December 2023 a total of 350,500 remaining options to key employees have vested. During the year 42,461 vested shares have been exercised by key employees, and 137,000 non-vested share options have been terminated due to resignations of key employees. Note 23 Earnings per share NOK'00020232022Profit for the year4,44438,436Average number of shares outstanding27,63427,391Average number of outstanding shares, fully diluted27,86227,663 Basic earnings per share (NOK/Share)0.161.40Diluted earnings per share0.161.39 Average number of shares outstanding27,63427,391Average dilutive effects228272Warrants--Average number of shares outstanding adjusted for dilutive effects27,86227,663 Dilutive effect of options issued 18 November 201959,94770,372Dilutive effect of options issued 24 November 202057,84169,054Dilutive effect of options issued 10 February 202113,95116,122Dilutive effect of options issued 26 May 2021-Dilutive effect of options issued 25 November 2021-Dilutive effect of options issued 21 February 2022- Note 24 Rent and lease agreements The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Group as a lessee The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows: • Oﬃce rents 1 to 10 years • Company cars and other equipment 1 to 3 years If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reﬂects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. The Group has applied its incremental borrowing rate for all leases except where rates are implicit in the contracts for company cars. The weighted, average incremental borrowing rate applied at December 2023 is 7,0%.Right-of-use assetsThe Group's right-of-use assets are identified as oﬃce rentals and rental of company cars in Sweden. Right-of-use assets,OﬃcesOﬃcesNOK'000Company carsSwedenNorwayTotalAcquisition cost 1 January 20239,52712,01765,42386,968Addition of right-of-use assets2,175039,63341,808Disposal of right-of-use assets(1,934)00(1,934)Adjustment of estimates01,2662,0253,291Currency exchange differences56466801,232Acquisition cost 31 December 202310,33213,951107,081131,365 71 WEBSTEP | ANNUAL REPORT 2023 Accumulated depreciation 1 January 20231,4834,20116,22421,908Accumulated depreciation on disposals(451)0(1,017)(1,468)Impairment0000Depreciation for the period1,7432,5228,74913,014Accumulated depreciation 31 December 20232,7756,72323,95633,454Carrying amount of right-of-use assets 31 December 20237,5577,22783,12497,910 Acquisition cost 1 January 20228,34312,30851,86772,518Addition of right-of-use assets4,940014,19619,136Disposal of right-of-use assets(3,539)0(640)(4,179)Currency exchange differences(217)(291)0(507)Acquisition cost 31 December 20229,52712,01765,42386,968 Accumulated depreciation 1 January 20221,5162,3476,1079,971Accumulated depreciation on disposals(1,502)00(1,502)Impairment001,7851,785Depreciation for the period1,4681,8558,33111,654Accumulated depreciation 31 December 20221,4824,20216,22321,908Carrying amount of right-of-use assets 31 December 20228,0457,81549,19965,060Lower of remaining lease term or economic life1-3 years1-5 years1-5 yearsDepreciation methodAmortisationAmortisationAmortisation Expenses in the period related to practical expedients and variable payments:NOK'000TotalShort-term lease expenses398Low-value assets lease expenses54Variable lease expenses in the period (not included in the lease liabilities)5,145Total lease expenses in the period related to practical expedients and variable payments5,597 Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including insubstance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reﬂects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reﬂect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Group’s lease liabilities are included in Interest-bearing loans and borrowings. Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of oﬃce equipment that are considered to be low value. Lease payments on short-term leases and leases of low value assets are recognised as expenses on a straight-line basis over the lease term. Lease liabilitiesUndiscounted lease liabilities and maturity of cash outflowsCompanyOﬃcesOﬃcesNOK '000carsSwedenNorwayTotalLess than 1 year3,2793,32516,15422,7581-2 years2,4692,95915,11220,5402-3 years1,8391,23415,30718,3803-4 years55313,60014,1534-5 years010,13610,136More than 5 years38,07838,078Total undiscounted lease liabilities at 31 December 20237,5878,071108,387124,045 The future cash outﬂows to which the Group is potentially exposed that are not reﬂected in the measurement of lease liabilities, includes: Extension optionsTotalKongsgata 52-54, StavangerOption until 31.08.20295.264Thormøhlensgate 47, BergenOption until 31.12.203113,551Total extension options13,556 The first contract has termination clauses, with penalties, which are reﬂected in the measurement of the lease liabilities if and when it is reasonably certain that the option to terminate will be exercised 73 WEBSTEP | ANNUAL REPORT 2023 A new contract was signed in Trondheim, Kongens gate 16, January 2 2023. The contract also replaced the current contract in Trondheim, with an expected net cash ﬂow of 23,4 MNOK during the contract period. CompanyOﬃcesOﬃcesSummary of the lease liabilities in the financial statementsStatement of:carsSwedenNorwayTotalTotal lease liabilities 1 January 2023Financial position7,4657,68850,95466,107New leases liabilities recognised in the yearFinancial position1,268039,63340,901Adjustment of estimatesFinancial position01,2662,0253,291Prepaid leasing expensesFinancial position(632)00(632)Cash payments for lease liabilitiesCash ﬂows(1,743)(2,395)(8,749)(12,887)Currency exchange differencesFInancial position56466801,232Total lease liabilities 31 December 2023Financial position6,9227,22783,86398,012Current lease liabilitiesFinancial position2,9022,96611,82617,694Non-current lease liabilitiesFinancial position4,0248,91767,37780,318Cash outﬂows for the principal portion of the lease liabilitiesCash ﬂows(1,869)(2,395)(8,749)(13,013)Cash outﬂows prepayment of lease liabilitiesCash ﬂows127127Cash ﬂows/profit orCash outﬂows Interest expense portion of the lease liabilitiesloss(408)(416)(3,147)(3,971)Total cash outﬂows for leases recognised as leasesCash ﬂows(2,150)(2,811)(11,896)(16,856)Cash outﬂows recognised related to practical expedients andvariable payments(5,597)Total cash outﬂows for leases(22,453) The right-of-use-assets are recognised at the estimated net present value of the leasing liabilities as calculated at the date of initial recognition or cost according to contract. Contracts with options for extensions that would, with reasonable certainty be exercised, are estimated at net present value including the optional rental period. Contracts with penalties if options for extensions not are exercised and where the certainty for exercising the options is assessed as not reasonable, the estimated or actual penalty amounts are provided for and treated as a part of the rental cost of the contracts decomposed in depreciation, instalment and interest. See note 17 for further details on non-current and current liabilities. In addition to the lease liabilities presented above, the Group is committed to pay variable lease payments for its oﬃce leases related to future inﬂation/index adjustments in Norway and Sweden which is not included in the initial recognition of lease liabilities. When the inﬂation/index adjustment is known, the present value of the change to the future lease payments is added to the lease liability and right-of-use asset. Sensitivity of assumptions to the estimates The estimates of the value of right-to-use assets and leasing liabilities relies on the applied interest rates and the duration and nature of the contracts. All contracts have a duration of maximum 5 years with options for extensions with one exception, a contract with 10 years duration. If extensions are viewed as reasonably probable, the extension period is embedded in the calculation of the estimate. Changes in interest rates are regarded as having the most significant impact on the estimates either impacting the incremental borrowing rate applied on oﬃce rentals estimates or the leasing amount of the company cars. A sensitivity analysis of possible effects of changes to interest rates are given in the tables below: Effect on incremental borrowing rates A test on sensitivity on interest assumptions has been performed by varying NIBOR by +/- 200 basis points (BPS) compared to applied NIBOR 3 months of 2,45% on the Group's incremental borrowing rate applied to the estimated value on oﬃce rentals. Changes in interest rate Oﬃce rentals ('000 NOK)Applied+200 BPS-200 BPSApplied NIBOR 3 month December 31st4.75%6.75%2.75%Estimated value December 31st 202390,35284,58596,762Deviation from applied estimate: Amount5,767(6,410)Deviation from applied estimate: Percent6.4%(7.1%) A similar test on interest assumptions has been performed by varying the implicit rate on company car leasing contracts by adjusting the implicit interest rate by +/- 200 BPS. Changes in leasing amount Company cars ('000 NOK)Applied+200 BPS- 200 BPSAverage implicit rate December 31st4,5%6,5%2,5%Estimated value December 31st 20237,5587,1717,993Deviation from applied estimate: Amount(387)435Deviation from applied estimate: Percent(5.1%)5.8% Note 25 Contingencies and legal claims The Group has not been involved in any legal or financial disputes in 2023, where an adverse outcome is considered more likely than remote. Note 26 Distribution made and proposed NOK'00020232022Cash dividends on ordinary shares declared and paid:Final dividends27,64146,489Dividends per share1.001.70Proposed dividends on ordinary shares:Proposed dividends27,64146,990Dividends per share1.001.70 Note 27 Events after the balance sheet date Since 31 December 2023 and until the date of these financial statements, the board of directors is not aware of any matter or circumstance not otherwise dealt with in this report that has significantly or may significantly affect the operations of the consolidated entity. 75 WEBSTEP | ANNUAL REPORT 2023 Financial statements – Parent company Statement of comprehensive income NOK 000's Note 2023 2022 Sales Revenues 5 150 150 Total revenues 150 150 Salaries and personnel expenses 3, 4, 13 (15,913) (18,839) Depreciation 6 (35) (46) Other operating expenses 3 (7,994) (6,868) Total operating expenses (23,942) (25,753) Operating profit (loss) (23,792) (25,603) Finance income and expense Finance income from group companies 53,696 59,097 Interest income from group companies 8 413 272 Other interest income 1,708 595 Other finance income 8 7 Interest expense from group companies 8 (8,285) (3,576) Other interest expenses (2,465) (1,956) Other finance expenses 7 (25,018) (10) Net financial items 20,056 54,428 Profit before tax (3,735) 28,825 Income tax expense 11 (4,685) (6,371) Profit for the year (8,420) 22,454 Total comprehensive income for the year (8,420) 22,454 Attributable to: Dividends (27,641) (46,990) Change in retained earnings 36,061 24,535 Total 8,420 (22,454) 77 WEBSTEP | ANNUAL REPORT 2023 Statement of financial position NOK 000's Note 2023 2022 Non-current assets Deferred tax assets 11 505 581 Total intangible assets 505 581 Property, plant and equipment 6 69 62 Total fixed assets 69 62 Investments in subsidiaries 7, 10 407,119 432,119 Loans to group companies 8 6,941 5,465 Other non-current receivables 0 0 Total non-current assets 414,634 438,228 Trade receivables 8 1,548 324 Other receivables 8 54,513 59,741 Cash and short-term deposits 2, 10 63,066 42,060 Total current assets 119,127 102,125 Total assets 533,760 540,353 Share capital 12, 13 27,671 27,628 Treasury shares 13 (30) (30) Share premium 179,938 179,192 Total paid-in equity 207,579 206,791 Retained earnings 31,854 66,682 Total retained earnings 31,854 66,682 Total equity 239,433 273,472 Deferred tax 11 0 0 Total non-current liabilities 0 0 Trade and other payables 8 1,154 434 Tax payable 11 4,609 6,560 Social Taxes and VAT 2 592 444 Dividend 27,641 46,990 Other short-term debt 9 7,614 7,262 Current debt to group companies 8 252,717 205,190 Total current liabilities 294,327 266,881 Total liabilities 294,327 266,881 Total equity and liabilities 533,760 540,353 The Board of Directors and CEO Webstep ASA Oslo, 24 April 2024 Sign. Sign. Sign. Kjell Magne Leirgulen Siw Ødegaard Bendik Nicolai Blindheim Chair of the Board Board member Board member Sign. Sign. Sign. Anna Söderblom David Bjerkeli Kjetil Bakke Eriksen Board member Board member Chief Executive Oﬃcer Statement of change in equity Issued capital Treasury shares Share premium Retained earnings Total earned equity Non-controlli ng interests Total equity NOK 000's At 1 January 2023 27,628 (30) 179,192 66,682 273,472 0 273,472 Profit for the period 0 0 0 (8,420) (8,420) 0 (8,420) Other comprehensive income/(loss) 0 0 0 0 0 0 0 Total comprehensive income for the period 0 0 0 (8,420) (8,420) 0 (8,420) Sale of treasury shares 0 0 0 0 0 0 0 Share incentive program 0 0 0 789 789 0 789 Shares issued 42 0 1,191 0 1,234 0 1,234 Dividends provided for the period 0 0 0 (27,641) (27,641) 0 (27,641) At 31 December 2023 27,671 (30) 180,383 31,409 239,433 0 239,433 79 WEBSTEP | ANNUAL REPORT 2023 Statement of cash ﬂow NOK 000's Note 2023 2022 Operating activities Profit/ (loss) before tax (3,735) 28,825 Adjustments for: Income tax expense (6,560) (8,820) Depreciation of property, plant and equipment 35 46 Net change in trade receivables 0 0 Net change in other receivables (30) 279 Net change in trade creditors 719 209 Net change in social taxes and VAT 148 (88) Net change in other liabilities 351 2,831 Net change in intercompany balances 0 0 Net cash ﬂow from operating activities (9,073) 23,282 Investing activities Purchase of property and equipment (41) (21) Investment in subsidiary 0 0 Net cash ﬂow from financing activities (41) (21) Financing activities Proceeds from borrowings 0 0 Repayment of borrowings 0 0 Change in bank overdraft 8 0 0 Change in intercompany balances 8 50,087 23,822 Impairment of cost on subsidiary 7 25,000 0 Net proceeds from equity 1,234 6,288 Sales of treasury shares/employment incentive plan 789 4,062 Payment of dividends (46,990) (46,489) Net cash ﬂow from financing activities 30,120 (12,317) Net increase/(decrease) in cash and cash equivalents 21,006 10,944 Cash and cash equivalents at 1 January 42,060 31,116 Cash and cash equivalents at 31 December 63,066 42,060 A NOK 110 million Revolving Credit Facility (“RCF”) with SpareBank 1 SR-Bank ASA was entered into by the Company as a part of the IPO process in 2017. At balance date NOK 0 million of the RCF was utilised, leaving NOK 110 million unutilised. WEBSTEP | ANNUAL REPORT 2023 Notes to the financial statements – Parent company Note 1 General information The Company and the Group Webstep ASA, the parent company (the Company) of the Webstep Group (the Group) is a limited liability company incorporated and domiciled in Norway, with its head oﬃce Rebel, Universitetsgata 2, 0164 Oslo, Norway. The annual report for Webstep ASA (the Company) is prepared according to the Norwegian Accounting Act 1998 § 3-9 and Regulations on simplified IFRS as enacted by the Ministry of Finance on 21 January 2008. In all material aspects, Norwegian Simplified IFRS requires that the IFRS recognition and measurement criteria (as adopted by the European Union) are complied with, but disclosure and presentation requirements (the notes) follow the Norwegian Accounting Act and Norwegian Generally Accepted Accounting Standards. Simplified IFRS The Company has adopted the following simplified IFRS recognition and measurement criteria: Dividend and group contribution is accounted for in accordance with the Norwegian Accounting Act, deviating from IAS 10, IAS 12 and IAS 13. Management’s assessment of accounting principles The management has used estimates and assumptions that have impacted assets, liabilities, income, expenses and information about potential obligations, particularly relating to depreciation of property, plant and equipment, assessment of goodwill and acquisitions. Future events may cause changes in estimates. Estimates and the underlying assumptions are continuously assessed. Changes in accounting estimates are recognised in the accounting period these changes occur. If the changes also apply to future periods, the impact will be distributed over the current and future periods. Subsidiaries and investments in associates Subsidiaries and investments in associates are valued by the cost method in the parent company accounts. The investment is valued as the cost of acquiring shares in the subsidiary, providing that write down is not required. Write down to fair value will be carried out if the reduction in value is caused by circumstances which may not be regarded as incidental and deemed necessary by generally accepted accounting principles. Write downs are reversed when the cause of the initial write down is no longer present. Dividends and other distributions are recognised in the same year as appropriated in the subsidiary accounts. Dividends from other companies are recognised when the shareholders’ rights to receive dividend has been determined by the General Meeting. If dividends exceed withheld profits after acquisition, the exceeding amount represents reimbursement of invested capital, and the distribution will be subtracted from the value of the acquisition in the balance sheet. Group contributions received from subsidiaries are recognised if it exceeds withheld profits after acquisition. Group contribution is recognised at gross value before tax at the time of recognition. Reimbursement of invested capital will reduce the value of the acquisition in the balance sheet. Group contribution will then be recognised at net value after tax. Group contribution to subsidiaries increases the value of the investment. Group contribution paid is recognised at net value net after tax. Sales revenues from contracts Revenues from services are recognised at the time of execution. The Company has no significant contract balances other than intercompany. Balance sheet classification Current assets and current debt comprise assets and debt due within one year. Other entries are classified as fixed assets and/or long-term creditors. Current assets are valued at the lower of acquisition cost and fair value. Short term creditors are recognised at nominal value. Fixed assets are valued at the cost of acquisition, in the case of non-incidental reduction in value the asset will be written down to the fair value amount. Fixed assets with limited lifetime are depreciated. Long term debt is recognised at historical nominal value. Trade and other receivables Trade receivables and other current receivables are recorded in the balance sheet at nominal value less provisions for doubtful debts. Provisions for doubtful debts are calculated based on individual assessments. In addition, for the remainder of accounts receivables outstanding balances, a general provision is carried out based on expected loss. Leasing IFRS 16 supersedes IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to recognise most leases on the balance sheet. No contracts, fulfilling the requirements of contracts in IFRS 16, have been identified in the Company as a lessee. Foreign currency translation Foreign currency transactions are translated using the year end exchange rates. Property, plant and equipment Property, plant and equipment is capitalised and depreciated over the estimated useful economic life of the asset. Direct maintenance costs are expensed as incurred, whereas improvements and upgrading are assigned to the acquisition cost and depreciated along with the asset. If the carrying value of a non-current asset exceeds the estimated recoverable amount, the asset is written down to the recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In assessing value in use, the estimated future cash ﬂows are discounted to their present value. Provisions A provision is recognised in the balance sheet when the Group has a legal or constructive obligation because of a past event, and it is probable that an outﬂow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. If the effect is material, the provision is determined by discounting the expected future cash ﬂows at a pre-tax rate that reﬂects the current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Intangible assets Intangible assets acquired separately are measured at initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reﬂected in profit or loss in the period in which the expenditure is incurred. The useful lives of intangible assets are assessed as either finite or indefinite Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the method are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. Pensions The Company has a Defined Contribution Pension plan. Annual premium is recognised on a continuous basis and classified as payroll costs. Income tax Tax expenses in the profit and loss account comprise both tax payable for the accounting period and changes in deferred tax. Deferred tax is calculated at 22 per cent based on existing temporary differences between accounting profit and taxable profit together with tax deductible deficits at the year end. Temporary differences both positive and negative, are balanced out within the same period. Deferred tax assets are recorded in the balance sheet to the extent it is more likely than not that the tax assets will be utilised. To the extent that group contribution is not registered in the profit and loss, the tax effect of group contribution is posted directly against the investment in the balance. Cash ﬂow statement The cash ﬂow statement is presented using the indirect method. Cash and cash equivalents include cash, bank deposits and other short term, highly liquid placement with original maturities of three months or less. Equity Financial instruments are classified as debt or equity in accordance with the underlying financial reality. Interest, dividend and profit or loss related to a financial instrument classified as debt, will be presented as cost or income. Dividend payments to holders of financial instruments classified as equity will be booked against equity. Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or ‘s cancellation of the Company’s own equity instruments. Transaction costs related to an equity transaction will be booked against equity, net of taxes. Share-based payments Employees, including senior executives of the Company, receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). Employees in the Norwegian companies of the Group have been granted shares at discounted prices, within the limit for such grants according to Norwegian tax legislation (equity-settled transactions). Equity-settled transactions The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. The cost is recognised in employee benefits expense, together with a corresponding increase in equity, over the period in which the service and the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reﬂects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. The dilutive effect of outstanding options is reﬂected as additional share dilution in the computation of diluted earnings per share. The discounts granted to employees in the Norwegian entities are recognised as a cost in salaries and personnel cost in the profit and loss statement. 81 Note 2 - Bank deposits Webstep ASA has restricted cash of TNOK 705 to cover taxes withheld. Note 3 – Salaries, remuneration and audit fees NOK ‘000 Salaries and personnel expenses 2023 2022 Salaries 13,040 16,441 Social security cost 2,148 1,610 Pensions 224 391 Other benefits and refunds 501 398 Total salaries and personal expenses 15,913 18,839 Number of employees, average FTEs 4.7 6.5 The Company had severance pay of NOK 3.6 million in the financial year 2022 and NOK 3.8 million in 2023 Total remuneration Remuneration to executive management NOK'000 Base salary Variable pay Other (1) Pension Total remuneration to executive management 2023 6 486 825 232 7 543 160 Total remuneration to executive management 2022 6,589 911 735 8,235 216 (1) Other consists of e.g. health insurance plans, car allowance, telephone/mobile communication and share-options (NOK 0.4 million in 2022) (2) Due to reduction of executive management in 2022 and 2023, in addition to CEO transition in 2023 the Company had severance pay of NOK 3.6 million in the financial year 2022 and NOK 3.8 million in 2023 The table above is exclusive severance pay. Remuneration to board members and nomination committee 2023 2022 Chair of the Board Kjetil Bakke Eriksen (Chair until 19 November 2023) 418 373 Board member Siw Ødegaard 288 276 Board members and nomination committee from 4 May 2023 Board member Kjell Magne Leirgulen (Chair from 5 January 2024) 206 Board member Anna Söderblom 173 Board member David Bjerkeli 189 Board member Bendik N. Blindheim 189 Board member Kari Mette Toverud 194 Nomination committee Pål Kvernaas 27 Nomination committee Oscar Bakkevig 13 Nomination committee Toril Nag 13 83 WEBSTEP | ANNUAL REPORT 2023 Board members and nomination committee until 4 May 2023 Board member Trond Klethagen Johannessen 95 327 Board member Trygve Christian Moe 97 287 Board member Toril Nag 87 258 Nomination committee Bjørn Ivar Danielsen 10 30 Nomination committee Petter Tusvik 6 18 Total remuneration to board members and nomination committee 2,006 1,569 Board remuneration Compensation to board members is not performance-related. Compensation to the Board is determined by the Annual General Meeting, and the accrued cost for 2023 and 2022 is based on the decision made by the Annual General Meeting. The compensation is paid in arrears. Determination of remuneration to executive management The Company's executive management employed in the Parent Company comprises the Chief Executive Oﬃcer (CEO), the Chief Financial Oﬃcer (CFO), Director Business Development and Director Communication. Remuneration to executive management is mainly fixed salary as well as performance based bonus. CEOs bonus is decided by the remuneration committee. The accrued bonuses are included in the table above. The executive management is entitled to participate in the Long-term incentive programme as described in note 22. For details see the Remuneration Report available on www.webstep.no . Audit fees: 2023 2022 Statutory audit fees 571 262 Audit-related services 194 150 Total fees 765 412 Note 4 – Pension costs The Group has an occupational pension scheme in accordance with the Act on Required Occupational Pensions. The Company has defined contribution plans for all of its employees, governed by the employment laws. The pension premium charge was TNOK 224 in 2023. Note 5 – Revenue by segments NOK ‘000 2023 2022 Per business area Managerial services 150 150 Other 0 0 Total 150 150 Geographical distribution / Segment distribution Sweden 150 150 Norway 0 0 Total 150 150 Services for NOK 150 thousand are charged Webstep AB in 2023. Note 6 – Fixed assets Equipment, fixtures and furniture Total NOK'000 Cost 1. January 226 226 Additions 41 41 Cost at 31. December 267 267 Depreciation and impairment 31. December (198) (198) Net book value 31. December 69 69 Depreciation charge for the year 35 35 Useful life 3 - 5 year Depreciation method Straight line Note 7 - Subsidiaries, associated companies Company Acquired Oﬃce Ownership Profit and loss 2023 Equity at 31.12 Net book value at 31.12 Webstep AS 10-05-2011 Oslo 100 % 53,696 117,102 359,025 Webstep AB 19-11-2012 Stockholm 100 % 1,180 19,795 48,094 Total 54,876 136,897 407,119 In 2023, there was an impairment of the cost price of shares in Webstep AB by NOK 25.0 million. For detailed information about the impairment, see the Group's note 11 on Intangible assets and goodwill. According to NGAAP According to SGAAP Note 8 – Intercompany receivables and payables NOK ‘000 2023 2022 Intercompany receivables Receivable group contribution Webstep AS 53,066 59,097 Other receivables Webstep AS and AB 6,941 5,911 Receivable Webstep AB 1,548 150 Total intercompany receivables 61,554 65,157 Intercompany payables Trade payables Webstep AS 0 0 Payables cash pool Webstep AS 252,917 205,190 85 WEBSTEP | ANNUAL REPORT 2023 Other payables Webstep AS 0 0 Total intercompany payables 252,917 205,190 Note 9 – Other current payables NOK ‘000 2023 2022 Other current payables Accrued interest cost 0 Provision salaries and holiday pay 5,659 6,845 Other accruals 1,955 418 Total 7,614 7,262 Note 10 – Pledges and guarantees NOK ‘000 2023 2022 Pledged liabilities Non-current debt to credit institutions 0 0 Revolving credit facility SR-Bank 0 0 The revolving credit facility is part of the Group's cash pooling system with a credit limit of NOK 110 million. Net drawn on the group facility at 31 December 2023 was NOK 0 million. The Company has no loans with payments due past 5 years. Booked value of assets pledged as security: NOK'000 2023 2022 Shares in Webstep AS 359,025 359,025 Fixed assets 69 62 Receivables 61,453 65,207 Bank deposits 705 580 Total pledged assets 421,252 424,874 Note 11 - Taxes NOK ‘000 2023 2022 Current year tax base: Accounting profit before tax (3,735) 28,825 Permanent differences 25,031 133 Share issuance cost recognised on equity 0 Group contribution recognised as income, taxable (53,696) (59,097) Change in temporary differences (344) 860 Tax base before group contribution (32,744) (29,278) Received group contribution including tax 53,696 59,097 Tax base for the year 20,952 29,819 Tax payable (22%) 4,609 6,560 Tax payable in the balance sheet 4,609 6,560 Income tax expenses for the year Tax payable 4,609 6,560 Tax unprovided for previous periods 0 0 Changes in deferred tax (76) (189) Total income tax expenses for the year 4,534 6,371 Temporary differences Fixed assets including goodwill (16) (10) Provisions, not yet taxable (2,280) (2,630) Net temporary differences at 31.12 (2,296) (2,640) Deferred tax assets/deferred tax (22%) (505) (581) Effective tax rate Expected income tax (822) 6,342 Permanent differences (22%) 5,507 29 Effect of change in tax rate and other 0 Income tax expense 4,685 6,371 87 WEBSTEP | ANNUAL REPORT 2023 Note 12 - Share capital and shareholders NOK ‘000 Share capital: Number of shares Face value Net book value Ordinary shares 27,670,959 NOK 1 27,671 Shareholder name Shares Ownership Voting rights EMBRO EIENDOM AS 8,312,727 30.0% 30.1% HVALER INVEST AS 2,002,152 7.2% 7.2% J.P. Morgan SE 1,970,890 7.1% 7.1% SALT VALUE AS 1,535,258 5.5% 5.6% PROTECTOR FORSIKRING ASA 1,443,860 5.2% 5.2% VPF FONDSFINANS UTBYTTE 1,100,000 4.0% 4.0% JAKOB HATTELAND HOLDING AS 1,000,000 3.6% 3.6% J.P. Morgan SE 900,000 3.3% 3.3% HOLMEN SPESIALFOND 861,524 3.1% 3.1% VERDIPAPIRFONDET NORDEA NORGE VERD 664,317 2.4% 2.4% Danske Invest Norge Vekst 542,000 2.0% 2.0% INTERTRADE SHIPPING AS 400,000 1.4% 1.4% Danske Bank A/S 320,000 1.2% 1.2% ESPEDAL & CO AS 308,980 1.1% 1.1% EUROVEST AS 280,707 1.0% 1.0% Bank Pictet & Cie (Europe) AG 232,675 0.8% 0.8% MP PENSJON PK 224,000 0.8% 0.8% LEROLI AS 197,281 0.7% 0.7% Saxo Bank A/S 155,074 0.6% 0.6% BUGS AS 126,736 0.5% 0.5% Other shareholders 5,062,795 18.3% 18.3% Total number of shares excluding treasury shares 27,640,976 99.9% 100.0% Treasury shares as of 31 December 2023 29,983 0.1% Total shares issued 27,670,959 100.0% Shareholding by board members, management and their related parties as of 31 December 2023 Shares Ownership Voting rights Anders Høibakk 7,615 0.03% 0.03% Arne Sværen-Bryne 5,637 0.02% 0.02% Arnt Roger Aasen (Aravi AS and privately held) 26,032 0.09% 0.09% Dagfinn Haslebrekk 7,618 0.03% 0.03% David Bjerkeli (Fjellhammer Invest AS) 11,500 0.04% 0.04% Erlend Nævdal 845 0.00% 0.00% Ida Amalie Oma 845 0.00% 0.00% Jacob Cardell (Nominee) 20,020 0.07% 0.07% Joar Krohn (Kronoko Holding AS and privately held) 99,320 0.36% 0.36% Kjell Magne Leirgulen (KML Invest AS) 25,000 0.09% 0.09% Kjetil Bakke Eriksen (Suelo AS) 26,925 0.10% 0.10% Siw Ødegaard (Kvinnesiden AS) 13,025 0.05% 0.05% Kjell Magne Leirgulen is employed by Embron Group AS David Bjerkeli is employed by Hvaler Invest AS Webstep ASA holds 29,983 treasury shares. These shares have no voting rights nor dividend rights. Note 13 - Share based payments Employee share purchase programme ("ESPP") An employee share purchase programme was implemented in November 2018, and similar programmes has been carried out yearly between 2018 and 2022. For 2023 there have been no invitations for employees to acquire shares for a discounted price. Under the Long-term incentive programme, share options of the parent are granted to senior executives of the Group. The exercise price of the share options is equal to the market price of the underlying shares on the date of grant. The share options vest if the senior executive remains employed during the vesting period. The fair value of the share options is estimated at the grant date using the Black-Scholes option pricing model, taking into account the terms and conditions on which the share options were granted. 140,690 options were granted to senior executives of the Company 18 November 2019, whereof 23,442 were terminated during 2022. The rest of the options has vested in the following tranches: - 35,173 options vested 18 November 2020 - 35,173 options vested 18 November 2021 - 46,902 options vested 18 November 2022 156,000 options were granted to senior executives of the Company 24 November 2020, whereof 39,000 were terminated during 2022 and 13,000 were terminated during 2023. The options will vest, or have vested, in the following tranches: - 39,000 options vested 24 November 2021 - 26,000 options vested 24 November 2022 - 39,000 options vest 24 November 2023 98,000 options were granted 10 February 2021, whereof 49,000 were terminated during 2023. The options will vest, or have vested, in the following tranches: - 24,500 options vested 10 February 2022 - 24,500 options vest 10 February 2023 89 WEBSTEP | ANNUAL REPORT 2023 200,000 options were granted 25 November 2021, whereof 50,000 were terminated during 2022 and 75,000 were terminated during 2023. The options will vest, or have vested, in the following tranches: - 31,250 options vested 25 November 2022 - 31,250 options vest 25 November 2023 - 12,500 options vest 25 November 2024 25,000 options were granted 21 February 2022. The options will vest, or have vested, in the following tranches: - 6,250 options vest 21 February 2023 - 6,250 options vest 21 February 2024 - 12,500 options vest 21 February 2025 Exercise price - Exercise price for options granted 18 November 2019 is NOK 18.20 - Exercise price for options granted 24 November 2020 is NOK 19.43 - Exercise price for options granted 10 February 2021 is NOK 20.12 - Exercise price for options granted 25 November 2021 is NOK 34.94 - Exercise price for options granted 21 February 2022 is NOK 34.94 The potential dilution through the LTIP in total accounts for 9,799 shares. 42,461 of the vested shares for the Group have been exercised, whereof 36,461 of the vested shares in the Company has been exercised. The share options can be exercised up to five years after the grant date. Therefore, the contractual term of each option granted is five years. In the event the Company is not capable of delivering shares following an exercise of options, the Company shall fulfil its obligations through a cash-out. (Amounts in NOK 1000) 2023 2022 Expense arising from equity-settled share-based payment transactions related to the LTIP 156 300 Social security tax provisions -93 244 Granted instruments: Option Option Quantity 0 25,000 Contractual life 0 5 Strike price 0 36.64 Share price 0.00 33.00 Expected lifetime 0 3.25 Expected volatility 0.00% 34.98% Risk-free interest rate 0.00% 1.88% Dividend yield 0 0 Model used Black-Scholes Black-Scholes Fair value per instrument 0 7.54 Weighted average parameters at grant of instrument The expected life of the share options is according to IFRS-2, shorter than the time from grant until expiry. Due to the taxation of options and “non-transferability”, earlier exercise is expected . These are current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reﬂects the assumption that the historical volatility for the company and peers over a period similar to the expected life of the options is indicative of future trends, which may not necessarily be the actual outcome. Expenses The expenses recognised for equity settled share-based payment transactions under the programs during the year are presented in the table below: NOK '000 2023 2022 Expenses related to the Saving Shares Plan (SPP) Expenses related to the Employee Share Purchase Programme (ESPP) 0 45 Expenses related to the Long-term Incentive Programme (LIP) 156 300 Total share based payment expenses in the period 156 345 Social security tax expense for the period 63 435 Social security tax accrual for the period -93 241 Number of discounted shares sold through the Employee Share Purchase Programme (ESPP) 0 6,564 Discounted share price 0 NOK/share 18.3 NOK/share Weighted average fair value of each discounted share sold through the ESPP 0 4.6 Movements during the year (LTI programme) The following table illustrate the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year: Long-term incentive programme 2023 2023 2022 2022 Number of instruments Weighted Average Strike Price Number of instruments Weighted Average Strike Price Outstanding at 1 January 470,806 594,690 Granted 0 25,000 34.94 Exercised 36,461 36,442 Released 0 0 Adjusted 0 0 Performance Adjusted 0 0 Cancelled 0 0 Terminated 137,000 26.07 112,442 26.07 Expired 0 0 Outstanding at 31 December 297,345 470,806 Vested at 31 December 338,998 207,806 The weighted average remaining contractual life 4.5 years 4.5 years The range of exercise prices for options outstanding 91 WEBSTEP | ANNUAL REPORT 2023 Number of share options Title Total share options Granted 2023 Granted 2022 Erlend Nævdal Director Business Development, until December 2023 25,000 - 25,000 The options were granted on the 21 February 2022. A total of 101,000 shares to key employees have vested in 2023. 36,461 of the vested shares has been exercised in 2023. 93 WEBSTEP | ANNUAL REPORT 2023 Annual statement on corporate governance Webstep considers good corporate governance to be a prerequisite for value creation and trustworthiness, and for access to capital. The board of directors of Webstep has established a set of governance principles in order to ensure a clear division of roles between the board of directors, the executive management and the shareholders. The principles are based on the Norwegian Code of Practice for Corporate Governance. Webstep ASA (“Webstep” or the “Company” and together with its subsidiaries the “Group”) is a publicly listed company and is subject to annual corporate governance reporting requirements under section 3-3b of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance, cf. section 4.4 of the continuing obligations for issuers of shares pursuant to Oslo Rule Book II – Issuer Rules. The Accounting Act may be found (in Norwegian) at www.lovdata.no. The Norwegian Code of Practice for Corporate Governance, which was last revised on 14 October 2021, may be found at www.nues.no . The annual statement on corporate governance for 2023 follows below. The statement was approved by the board of directors on 24 April 2024. 1. Reporting on corporate governance The board of directors is committed to contribute to a good and trust-based relationship between Webstep and its shareholders, the capital market, and other stakeholders. The Company’s overall principles for corporate governance were approved by the board of directors in 2017 as part of the preparations for the listing of the Company’s shares on the Oslo Stock Exchange. The principles have been revised to reﬂect the changes in the revised version of The Norwegian Code of Practice for Corporate Governance and to reﬂect the implementation of the Market Abuse Regulation (MAR) in Norway. The development of, and improvements in, the Company's corporate governance principles are revised annually. The Company reports in accordance with the Norwegian Code of Practice for Corporate Governance (the code) issued by the Norwegian Corporate Governance Board, latest edition of 14 October 2021. The board of directors’ annual statement on how Webstep has implemented the code is set out below. The presentation covers each section of the code, and deviations from the code, if any, are specified under the relevant section. 2. Business The Company's business objective is stated in the Company’s articles of association section 3 and reads as follows: "The Company's objective is to own companies that offer services and products within the area of information technology, as well as conducting business associated therewith.” Webstep’s articles of association are available on the Company’s website webstep.no . The board of directors has defined objectives, strategies and risk profiles for the Company's business activities, such that the Company creates value for its shareholders in a sustainable manner. These objectives, strategies and risk profiles are evaluated annually. The Company has established guidelines and principles which are used to integrate considerations to human rights, employee rights and social matters, the external environment and anti-corruption efforts in its business strategies, its day-to-day operations and in relation to its stakeholders.As an IT-consultancy firm, value creation within environmental, social, and governance aspects is primarily driven by services delivered through the Company’s clients. 3. Equity and dividends Equity As of 31 December 2023, the Group had a consolidated equity of NOK 359.2 million, which corresponds to an equity ratio of 50.7 per cent. Consolidated equity adjusted for proposed dividends, will be NOK 331.5 million. Webstep ASA had an equity of NOK 239.4 million, corresponding to an equity ratio of 44.9 per cent. Neither the Company, nor the Group has any long-term liabilities except leasing liabilities related to oﬃce space. The Company and the Group have suﬃcient levels of working capital. Further, the Company has a Revolving Credit Facility (RCF) of NOK 110 million and the Swedish subsidiary, Webstep AB, has a RCF of SEK 5 million. Both facilities were unutilized at year end. The board of directors considers that the Group has a capital structure that is appropriate to its objectives, strategy and risk profile. Board authorizations The annual general meeting on 4 May 2023 granted the board of directors an authorization to increase the share capital by up to NOK 5,534,192 to be used to give the board of directors financial ﬂexibility in connection with financing further growth, to issue shares as consideration in connection with acquisition of other companies, businesses or assets or to finance such acquisitions. The authorization is valid until the annual general meeting in 2024, but no longer than 30 June 2024, and includes share capital increases with share contribution in other assets than cash etc. and in connection with mergers. The preferential rights of the existing shareholder to subscribe for new shares pursuant to Section 10-4 of the Norwegian Public Limited Companies Act (the "Companies Act") may be deviated from with respect to the mentioned authorization. The annual general meeting on 4 May 2023 further granted the board of directors an authorization to acquire own shares with a maximum aggregate value of NOK 2,767,096. Repurchase of own shares, followed by termination of such shares, could be an important tool for optimising the Company's capital structure. Further, such authorization will also give the Company the opportunity to use its own shares in a potential share incentive scheme and as consideration, partly or in whole, in connection with acquisition of businesses. The highest amount that may be paid per share is NOK 100 and the lowest amount is NOK 1. Acquisition and sale of shares may be carried out in the form the board of directors deems appropriate, however, not by subscription of own shares. The authorization is valid until the annual general meeting in 2024, but no longer than 30 June 2024. The board of directors are also granted an authorization from the annual general meeting 4 May 2023 to increase the share capital in connection with the long-term incentive program and share savings program for the management and the board of directors (see section 12). The authorization may be used to increase the Company's share capital in connection with the group's at any time applicable option programmes, share purchase programmes and any other incentive programs for members of the executive management and other leaders, other employees and board members. The authorization is up to NOK 2,767,096 and it is valid until the annual general meeting in 2024, but no longer than to and including 30 June 2024. The authorization comprises share capital increases against contribution in kind and the right to incur specific obligations on behalf of the Company, cf. section 10-2 of the Norwegian Public Limited Companies Act. The preferential rights of the existing shareholder to subscribe for new shares pursuant to Section 10-4 of the Norwegian Public Limited Companies Act (the "Companies Act") may be deviated from with respect to the mentioned authorization. Dividend The Company’s ambition is to distribute at least 75 per cent of the Group’s consolidated net profit. When deciding the annual dividend level, the board of directors will take into consideration expected cash ﬂow, capital expenditure plans, financing requirements and appropriate financial ﬂexibility. For the fiscal year 2023, the board of directors has proposed a dividend payment of NOK 1.00 per share. The proposed dividend amounts to a total NOK 27.6 million. The board of directors has not been granted any authorization to approve the distribution of dividends. 4. Equal treatment of shareholders and transactions with close associates Webstep ASA has one share class, and all shares have equal rights in the Company. Webstep’s Corporate Governance Policy states that all shareholders shall be treated on an equal basis, unless there is just cause for treating them differently. Share issues without pre-emption rights for existing shareholders In the event of an increase in share capital through issuance of new shares, a decision to deviate from existing shareholders' pre-emptive rights to subscribe for shares shall be justified. Where the board of directors resolves to issue shares and deviate from the pre-emptive rights of existing shareholders pursuant to an authorization granted to the board of directors by the general meeting, the justification will be publicly disclosed in a stock exchange announcement issued in connection with the share issuance. Transactions in treasury shares Any transactions carried out by the Company of treasury shares shall be carried out on the Oslo Stock Exchange, and in any case at the prevailing stock exchange prices. In the event that there is limited liquidity in the Company's shares, the Company will consider other ways to ensure equal treatment of shareholders. Any transactions by the Company of treasury shares are subject to notification requirements and shall be publicly disclosed in a stock exchange announcement. 5. Freely negotiable shares The Company does not limit any party’s ability to own, trade or vote for shares in the Company. The articles of association do not impose any restriction on the negotiability of the shares. 6. General meetings The Company's annual general meeting will take place on 16 May 2024. The Company’s financial calendar is published via Oslo Stock Exchange and in the investor relations section of the Company’s website webstep.no. Minutes from the general meetings are published as soon as possible via the stock exchange’s reporting system (www.newsweb.no, ticker WSTEP) and in the investor relations section of the Company’s website webstep.no. Notice, registration and participation The board of directors shall ensure that the Company's shareholders can participate at the Company's general meetings. The board of directors shall ensure that the notice to the general meeting and any supporting documents, including the 95 WEBSTEP | ANNUAL REPORT 2023 recommendation by the nomination committee, as well as information on the resolutions to be considered at the general meeting are made available on the Company's website no later than 21 days prior to the date of the general meeting. The resolutions and any supporting documentation shall be suﬃciently detailed, comprehensive and specific allowing shareholders to understand and form a view on all matters to be considered at the general meeting. Deadlines for shareholders to give notice of their attendance at the general meeting shall be set as close to the date of the general meeting as possible. Pursuant to the Company's articles of association, the time limit may not expire earlier than two days before the meeting. Documents relating to matters to be dealt with by the general meeting, including documents which by law shall be included in or attached to the notice of the general meeting, do not need to be sent to the shareholders if such documents have been made available on the Company's website. A shareholder may nevertheless request that documents relating to matters to be dealt with at the general meeting, are sent to him/her. The board of directors shall ensure that the shareholders are able to vote separately on each individual matter, including on each candidate nominated for election to Webstep's board of directors and other corporate bodies. The board of directors determines the format of the meeting, whether it is physical or electronic, and is responsible for ensuring a proper execution of the general meeting. If the general meeting is held as an electronic meeting, the board shall ensure that systems are in place to meet the legal requirements for the general meeting, as well as requirements for confirmation of electronic voting. The Chair of the board, the chair of the nomination committee and the CEO shall be present at the annual general meeting. Participation without attendance The Public Companies Act allows the board of directors to choose whether to hold a general meeting as a physical meeting or as an electronic meeting. If a general meeting is held as a physical meeting, there are several methods for shareholders to attend and vote at the meeting without being present in person. Shareholders who are unable to attend the general meeting in person shall be given the opportunity to vote. The board of directors shall ensure that the Company designs the form for the appointment of a proxy to make voting on each individual matter possible and should nominate a person who can act as a proxy for shareholders. Furthermore, the form provided by the Company for shareholders to appoint a proxy should be drawn up so that separate voting instructions can be given for each matter to be considered by the meeting and each of the candidates nominated for election. Additionally, it should be made clear by instructions on the form how the proxy should vote in the absence of specific voting instructions on one or more matters and in the event of changes to proposed resolutions and new resolutions. Chairperson of the meeting The code stipulates that the board of directors should ensure that the general meeting is able to elect an independent chairperson. It is for the board of directors to propose how this can be achieved, however it is for the general meeting to determine who will chair the meeting. The Company deviated from the requirement to have an independent chairperson at the annual general meeting in 2023, as the general meeting elected the chairperson of the board of directors to chair the meeting. 7. Nomination committee The Company's articles of association § 8 provides for a nomination committee composed of two to three members. The current nomination committee comprises Pål Kvernaas, (chair, elected at the annual general meeting 4 May 2023) in addition to Toril Nag and Oskar Bakkevig (elected at the annual general meeting 4 May 2023). Toril Nag was a member of the board until 4 May 2023, but decided to resign from the position with effect from the annual general meeting. Nag was then elected as a member of the nomination committee at the annual general meeting 4 May 2023, but decided to resign from the nomination committee at the extraordinary general meeting held 5 January 2024. The instructions for the nomination committee were adopted by the general meeting on 14 September 2017. Responsibilities The nomination committee shall recommend: (i) Candidates for the election of members, including the chairperson, to (a) the board of directors and (b) the nomination committee, respectively; and (ii) Remuneration of the members of (a) the board of directors and (b) the nomination committee, respectively. No directors or members of executive management are represented on the nomination committee. The current nomination committee is independent of the board of directors. None of the three members are members of the board of directors. The chief executive oﬃcer and other members of the executive management should not be elected as members of the nomination committee. The board of directors is committed to ensure that the composition of the nomination committee should be such that the interests of shareholders in general are represented. The Company's guidelines for the nomination committee include rules for rotation of the members. The objectives, responsibilities and functions of the nomination committee shall be in compliance with rules and standards applicable to the Group and which are described in the Company's "Instructions for the nomination committee". The general meeting shall adopt the guidelines for the nomination committee. The Company shall provide information regarding the composition of the nomination committee, the members of the nomination committee and deadlines for submitting proposals to the nomination committee. Tasks The nomination committee’s tasks are set out in the articles of association and include: to nominate new board members to the general meeting, propose remuneration to the board members at the general meeting, propose remuneration to the members of the nomination committee, and nominate new members of the nomination committee to the general meeting. The nomination committee shall justify why it is proposing each candidate separately. The remuneration of the committee is determined by the general meeting. The general meeting may issue further guidelines for the nomination committee’s work. Pursuant to the Code, the composition of the nomination committee must take account of the interests of shareholders in general. The nomination committee has published guidelines available on the Company's website webstep.no for how shareholders may submit proposals to the nomination committee for candidates for election to the board of directors and other appointments. These guidelines include information regarding deadlines for proposals and other relevant information. 8. Board of directors, composition and independence The articles of association state that the board of directors shall consist of between three and ten members and are elected to a two year-term unless otherwise decided by the general meeting. Per 31 December 2023 the board of directors consisted of six shareholder-elected directors and three employee-elected observers. The term of oﬃce will expire at the annual general meeting 2024 for one of the directors, and the other until the annual general meeting in 2025 due to different board entries. On 19 November 2023 Save Asmervik stepped down from his position as CEO, and Kjetil B. Eriksen resigned as Chair of the Board with immediate effect as he was appointed as interim CEO of the Company. The Company did not have a Chair of the Board until 5 January 2024 when an extraordinary general meeting was held in order to elect the new Chair of the Board. Kjell Magne Leirgulen was elected Chair. Kari Mette Toverud resigned from the Board on 5 January 2024 as the Board then would consist of five members. The Company’s corporate governance documents state that when considering members to the board of directors, emphasis should be placed on the joint composition of the board of directors with respect to expertise, capacity and diversity appropriate to attend to the Company's goals, main challenges and the common interests of all shareholders. Details on background, experience and independence of directors are presented on the Company’s website webstep.no. The Group and the majority of the employees have agreed that the employees shall have the right to appoint three observers to the board of directors of the Company instead of having a corporate assembly. Per 31 December 2023 four out of six shareholder-elected directors are independent of the Company’s executive management, significant commercial partners or substantial shareholders. The board of directors does not include any members from the executive management of the Company. Seventeen board meetings were held in 2023. Each board member’s attendance at board meetings is recorded by the Company. Members of the board of directors are encouraged to own shares in the Company. However, caution should be taken not to let this encourage a short-term approach which is not in the best interests of the Company and its shareholders over the longer term. 9. The work of the board of directors The board of directors has overall responsibility for managing the Group and for supervising the chief executive oﬃcer and the Group’s activities. The board of directors establishes annual plans for its work, with particular emphasis on objectives, strategy and implementation. The board of directors has issued instructions for its own work as well as for the executive management with particular emphasis on clear internal allocation of responsibilities and duties. The principal tasks of the board include determining the Company’s strategy and monitoring how it is implemented. The work of the board also includes control functions needed to ensure acceptable management of the Company’s assets. The board appoints the Company’s chief executive oﬃcer. Instructions which describe the rules of procedure for the board’s work and its consideration of matters have been adopted by the board together with an instruction of the duties and obligations of the chief executive oﬃcer towards the board. The division of responsibility between the board and the chief executive oﬃcer is specified in greater detail in the instructions. The chief executive oﬃcer is responsible for the Company’s executive management. Responsibility for ensuring that the board conducts its work in an eﬃcient and correct manner rests with the chair of the board. 97 WEBSTEP | ANNUAL REPORT 2023 The board establishes an annual plan for its meetings and evaluates its work and expertise once a year. The annual plan specifies topics for board meetings, including reviewing and following up the Company’s goals and strategy, budgets, reporting of financial information, the notice for the general meeting with associated documentation, and the board’s meeting with the auditor. The board of directors has established an audit committee amongst its members and adopted instructions for the work of the audit committee. Throughout 2023 Siw Ødegaard was the chairof the committee. Kari Mette Toverud was a member of the committee from May 2023 and throughout the year. Both members of the committee are independent of the Company. Pursuant to section 6-43 of the Companies Act, the audit committee shall: ● inform the board of the results of the statutory audit and explain how the audit contributed to accounting reporting with integrity and the audit committee's role in that process, ● prepare the board's follow-up of the financial reporting process and make recommendations or proposals to ensure its integrity, ● monitor the systems for internal control and risk management, ● have regular contact with the Company’s auditor regarding the audit of the annual accounts, ● review and monitor the independence of the Company’s auditor, including in particular the extent to which services other than auditing provided by the auditor or the audit firm represent a threat to the independence of the auditor, and ● prepare the board's follow-up of the reporting within non-financial reporting The Company has established a remuneration committee that consists of two members from the board of directors. The members of the remuneration committee are and shall be independent of the Company’s executive management. The members of the remuneration committee are appointed by the board of directors for a period of two years, or until they resign their position as a member of the board of directors. The committee currently consists of Kjell Magne Leirgulen as the chairperson and Bendik Nicolai Blindheim as member. The remuneration committee is a preparatory and advisory committee for the board that shall prepare matters for the board’s consideration and decisions regarding the remuneration of, and other matters pertaining to the Company’s management. The recommendations of the remuneration committee shall cover all aspects of remuneration to the management, including but not limited to salaries, allowances, bonuses, options and benefits-in-kind. The board of directors has adopted separate instructions for the remuneration committee setting out further details on the duties, composition and procedures of the committee. The board of directors evaluates its own work and that of the chief executive and reports its findings to the nomination committee. In order to ensure a more independent consideration of matters of a material character in which the chairperson of the board is, or has been, personally involved, the board's consideration of such matters will be chaired by another member of the board. According to the code, the instructions of the Board of Directors should state how the board of directors and executive management shall handle agreements with related parties, including whether an independent valuation must be obtained. Members of the board and executive personnel shall make the Company aware of any material interests that they may have in items to be considered by the board of directors. 10. Risk management and internal control The board of directors is responsible for ensuring that the Company has sound and appropriate internal control systems and systems for risk management, and that these systems are proportionate to and reﬂect the extent and nature of the Company's activities. Having effective internal control systems and systems for risk management in place may prevent the Group from situations that can damage its reputation or financial standing. Furthermore, effective and proper internal control and risk management are important factors when building and maintaining trust, to reach the Company's objectives, and ultimately create value. Having in place an effective internal control system means that the Company is better suited to manage commercial risk, operational risk, the risk of breaching legislation and regulations as well as other forms of risk that may be material to the Company. As such, there is a correlation between the Company's internal control systems and effective risk management. The internal control systems shall also address the organisation and execution of the Company's financial reporting, as well as cover the Company's corporate values, ethical guidelines and principles of corporate social responsibility. The internal control systems shall also encompass the Company’s guidelines for how it integrates considerations related to stakeholders into its creation of value. Webstep shall comply with all laws and regulations that apply to the Group's business activities. The Company has in place processes and routines for internal control over financial reporting and risk management. Through its business activities, Webstep manages various risks and uncertainties of operational, market and financial character, such as risk of disagreements and legal disputes with its customers related to possible cost of delays or project errors that is always present in the consultancy business. The Company identifies and manages risks on an ongoing basis. The main risk factors and how they are managed is described in the board of directors’ report. The organisation comprises a relatively large number of employees and projects. The Group’s management model is based on an appropriate delegation of authority, clearly defined market and operating parameters, in addition to effective internal control. Overall goals and strategies are established and further developed through a periodic update of the Company’s strategy. Risk management is in place with clear routines for handling operational and project risks. Furthermore, processes are established to identify, evaluate and report risk in a systematic manner for the Group's activities. Financial risk is managed in accordance with the Company’s financial strategy, which is described under the section “Financial risk and risk management” in the board of directors’ report. The board is responsible for seeing to that the Group's organisation, financial reporting and asset management are subject to satisfactory controls. Overall policies, governing processes and routines have been established for day-to-day management. The board periodically reviews the Company’s governing documents. The board reviews annually the most important risk areas and the internal controls established to mitigate these risks. Reporting Pursuant to the corporate governance policy, the board of directors shall annually review the Company's most important areas of risk exposure and the internal control arrangement in place for such areas. The review shall pay attention to any material shortcomings or weaknesses in the Company's internal control and how risks are being managed. In the annual report, the board of directors shall describe the main features of the Company's internal control and risk management systems as they are connected to the Company's financial reporting. This shall cover the control environment in the Company, risk assessment, control activities and information, communication and follow-up. The board of directors is obligated to ensure that it is updated on the Company's financial situation and shall continually evaluate whether the Company's equity and liquidity are adequate in relation to the risk from the Company's activities and take immediate action if the Company's equity or liquidity at any time is shown to be inadequate. The Company's management shall focus on frequent and relevant reporting of both operational and financial matters to the board of directors, where the purpose is to ensure that the board of directors has suﬃcient information for decision-making and is able to respond quickly to changing conditions. Board meetings shall be held frequently, and management reports shall be provided to the board as a minimum on a monthly basis. Financial performance shall be reported on quarterly basis. The administration prepares periodic reports on business and operational developments to the board, which are discussed at the board meetings. These reports are based on management’s reviews of the various parts of the business and include status of key performance indicators, update of market development, operational issues, financial results and highlights of organisational issues. Financial position and results are followed up in monthly accounting reports, compared to the previous year, budgets and forecasts. Reporting also includes non-financial key performance indicators related to each business area. The interim reports and annual financial statements are reviewed by the audit committee ahead of the discussions in the board meeting. Financial risk management and internal control are also addressed by the board’s audit committee. The latter reviews the external auditor’s findings and assessments after the interim and annual financial audits. Significant issues in the auditor’s report, if any, are reviewed by the board of directors. The Company has not established a separate internal audit function, but the board of directors is considering the need for such function on an ongoing basis. 11. Remuneration of the board of directors The remuneration to the board of directors is described in note 7 to the financial statements of the Group, note 13 for the parent company in addition to the Remuneration Report available at the Groups website. The Company considers that the remuneration reﬂects the board of director’s responsibility, expertise, time commitment and the complexity of the Company’s activities. Directors’ fees are determined by the general meeting on the basis of recommendations from the nomination committee. These fees have been based on the board’s responsibility, expertise and the complexity of the business, and have not been related to results. The directors have not been awarded share options. Members of the board of directors and/or companies with which they are associated should not take on specific assignments for the Company in addition to their appointment as a member of the board. An overview of shares owned by the directors and their close associates is included in note 16 to the consolidated financial statements and the Remuneration Report. 99 WEBSTEP | ANNUAL REPORT 2023 12. Remuneration of executive personnel The Company’s guidelines for determining remuneration to the chief executive oﬃcer and other executive management should at all times support prevailing strategy and values in the Company. The Company’s guidelines for the remuneration of executive management are described in the Company’s Remuneration report available at webstep.no. The report also provides further details about remuneration in 2023 for the executive management. The guidelines are presented annually to the annual general meeting and include the main principles for the Company's remuneration policy. The guidelines specify the main principles for the Company’s remuneration policy for the executive management and aim to ensure that the interests of shareholders and executive management coincide. The current guidelines have been prepared in accordance with the provisions of section 6-16a of the Norwegian Public Limited Companies Act, approved 4 May 2023 at the Annual General Meeting. In 2019 a long-term incentive program for the Company’s executive management was approved by the annual general meeting and implemented in November 2019. The program consists of share options which were granted on an annual basis over the three years. The program is further described in the financial statements, respectively in note 13 for the parent company and note 22 for the Group. 13. Information and communication The Company has established an overall communications policy, which states that the communication activities shall be characterised by transparency, honesty, consistency and right timing. Furthermore, the Company has an IR policy, which states that all communication with the financial community shall be on an equal treatment basis and in compliance with applicable laws and regulation. Webstep shall continually provide its shareholders, the Oslo Stock Exchange and the securities market and financial market in general with timely and precise information about Webstep and its operations. The CEO and CFO are responsible for the main dialogue with the investor community, hereunder the Company’s shareholders. Information to the stock market is published in the form of annual and interim reports, stock exchange announcements and investor presentations. All information considered to be relevant and significant for valuing the Company’s shares will be distributed and published in English via Oslo Stock Exchange disclosure system, www.newsweb.no, and via the Company’s website https://investor.webstep.com. Webstep has implemented a system ensuring that all information distributed to the Company’s shareholders will be published on the Company’s web site at the same time as it is sent to shareholders. The Company publishes a financial calendar with an overview of dates for important events, such as the annual general meeting, interim financial reports, public presentations and payment of dividends, if applicable. The information is available in English. Unless there are applicable exemptions, and these are invoked, Webstep shall promptly disclose all inside information (as defined by the Norwegian Securities Trading Act). In any event, Webstep will provide information about certain events, e.g. proposals and resolutions by the board of directors and the general meeting concerning dividends, mergers/demergers or changes to the share capital, the issuing of subscription rights, convertible loans and all agreements of major importance that are entered into by Webstep and related parties. In the Company's Corporate Governance Policy, separate guidelines have been drawn up for handling of inside information. The Company also has in place a policy regarding the members of the board of directors who are entitled to publicly speak on behalf of the Company on various subjects. In addition to the board of directors' dialogue with the Company's shareholders at the general meetings, the board of directors should make suitable arrangements for shareholders to communicate with the Company at other times. This will enable the board of directors to develop an understanding of the matters regarding the Company that are of a particular concern or interest to its shareholders. Communications with the shareholders should always be in compliance with the provisions of applicable laws and regulations and in accordance with the principle of equal treatment of the Company's shareholders. Shareholders can get in contact with the Company through the IR contact information which is made available on the Company's website. Further, shareholders can subscribe to email alerts to receive news from the Company when made public. 14. Takeovers The board has established main principles for responding to possible takeover bids. In the event of a take-over bid being made for the Company, the board will follow the overriding principle of equal treatment for all shareholders and will seek to ensure that the Company’s business activities are not disrupted unnecessarily. The board will strive to ensure that shareholders are given suﬃcient information and time to form a view of the offer. The board will not seek to prevent any take-over bid unless it believes that the interests of the Company and the shareholders justify such actions. The board will not exercise mandates or pass any resolutions with the intention of obstructing any take-over bid unless this is approved by the general meeting following the announcement of the bid. If a take-over bid is made, the board will issue a statement in accordance with statutory requirements and the recommendations in the code. In the event of a take-over bid, the board will obtain a valuation from an independent expert. Any transaction that is in effect a disposal of the Company’s activities will be submitted to the general meeting for its approval. 15. Auditor The board of directors ensures that the Company’s auditor, EY, submits the main features of the plan for the audit of the Company to the audit committee annually. During the financial year 2023, the Company's auditor has: ● Presented the main features of the audit work. ● Attended the board meeting where the annual report for the previous accounting year was considered, reviewed possible significant changes in accounting principles, assessed significant accounting estimates, and considered all cases where possible disagreements arose between auditor and executive management. ● Conducted a review together with the audit committee of the Company’s internal control procedures and systems, including the identification of weaknesses and proposals for improvements. ● Held a meeting with the board without the presence of the executive management. ● Confirmed that the requirements for the auditor’s independence were fulfilled and provided an overview of services other than auditing which have been rendered to the Company. The board has not established guidelines for the Company’s use of the auditor for substantial assignments other than ordinary auditing services. The board reports annually to the annual general meeting on the auditor’s overall fees, broken down between audit work and other services. The annual general meeting approves the auditor’s fees for the parent company. 101 WEBSTEP | ANNUAL REPORT 2023 Statement by the Board of Directors and CEO We confirm to the best of our knowledge that: The consolidated financial statements for 2023 have been prepared in accordance with IFRS as adopted by the EU, as well as additional information requirements in accordance with the Norwegian Accounting Act, and that the financial statements for the parent company for 2023 have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting practice in Norway, and that the information presented in the financial statements gives a true and fair view of the Company’s and the Group’s assets, liabilities, financial position and results for the period viewed in their entirety, and that the Board of Directors’ report gives a true and fair view of the development, performance and financial position of the Company and the Group, and includes a description of the material risks that the Board of Directors, at the time of this report, deem might have a significant impact on the financial performance of the Group. The Board of Directors and CEO Webstep ASA Oslo, 24 April 2024 Sign. Sign. Sign. Kjell Magne Leirgulen Siw Ødegaard Bendik Nicolai Blindheim Chair of the Board Board member Board member Sign. Sign. Sign. Anna Söderblom David Bjerkeli Kjetil Bakke Eriksen Board member Board member Chief Executive Oﬃcer 103 WEBSTEP | ANNUAL REPORT 2023 105 WEBSTEP | ANNUAL REPORT 2023 Auditors report 107 WEBSTEP | ANNUAL REPORT 2023 109 WEBSTEP | ANNUAL REPORT 2023 111 WEBSTEP | ANNUAL REPORT 2023 Appendix Alternative performance measure Webstep discloses alternative performance measures as a supplement to the financial statements prepared in accordance with IFRS. Webstep believes that the alternative performance measures provide useful supplemental information to management, investors, equity analysts and other stakeholders. These measures are commonly used and are meant to provide an enhanced insight into the financial development of Webstep's business operations and to improve comparability between periods. ● EBITDA is short for Earnings before Interest and other financial items, Taxes, Depreciation and Amortisation and is a term commonly used by equity analysts and investors. ● EBIT is short for Earnings before Interest and other financial items and Taxes and is a term commonly used by equity analysts and investors. ● EBIT adjusted is as per the description in the second point above, and also adjusted for one-off costs for the full year 2023 in total of NOK 35 million related to downsizing, management changes, and impairment of acquisition-related goodwill. ● EBIT per employee is Earnings before Interest and other financial items and Taxes and is a term commonly used by the equity analysts and investors. ● NIBD is short for Net Interest Bearing Debt and is defined as interest bearing debt minus unrestricted cash and cash equivalents. ● Group equity ratio is defined as the total consolidated equity of the Group divided by total assets. The covenant requires a Group equity ratio of minimum 0.3. ● NIBD/EBITDA is calculated as Net Interest Bearing Debt divided by Earnings before Interest and other financial items, Taxes, Depreciation and Amortisation (EBITDA). The ratio is one of the debt covenants of the Company and it is based on the rolling twelve months EBITDA. If the Company has more cash than debt, the ratio can be negative. The covenant requires a Group NIBD/EBITDA ratio of maximum 3. Group departments Webstep has 9 regional oﬃces in major cities in Norway and Sweden. Webstep believes in the power of local business and the decentralised model is based on strong local presence. The regional oﬃces provide expertise and capacity to local clients, while leveraging the full organisational capacity. Oslo Rebel, Universitetsgata 2 NO-0164 Oslo Tel:+47 400 03 325 Bergen Thormøhlensgate 47 NO-5006 Bergen Tel:+47 400 03 325 Stavanger Verksgata 1A, NO-4013 Stavanger Tel:+47 400 03 325 Trondheim Kongens gate 16 NO-7011 Trondheim Tel:+47 400 03 325 Sørlandet Skippergata 19 NO-4611 Kristiansand S Tel:+47 400 03 325 Haugalandet Kvaløygata 3, NO-5537 Haugesund Tel:+47 400 03 325 Stockholm Kungsgatan 57 A 111 22 Stockholm Tel +46 (8) 21 40 70 Malmö Skomakaregatan 4 211 34 Malmö Tel +46 (8) 21 40 70 Uppsala Suttungs Gränd 2 753 19 Uppsala Tel +46 (8) 21 40 70 113 WEBSTEP | ANNUAL REPORT 2023 WEBSTEP ASA Visitor address: Rebel Universitetsgata 2 NO-0164 OSLO E: [email protected] T: +47 906 30 276 Postal address: c/o Rebel Universitetsgata 2 NO-0164 OSLO webstep.com 213800IQHG9H6OHKI9832023-01-012023-12-31213800IQHG9H6OHKI9832022-01-012022-12-31213800IQHG9H6OHKI9832023-12-31213800IQHG9H6OHKI9832022-12-31213800IQHG9H6OHKI9832021-12-31ifrs-full:IssuedCapitalMember213800IQHG9H6OHKI9832022-01-012022-12-31ifrs-full:IssuedCapitalMember213800IQHG9H6OHKI9832022-12-31ifrs-full:IssuedCapitalMember213800IQHG9H6OHKI9832021-12-31ifrs-full:TreasurySharesMember213800IQHG9H6OHKI9832022-01-012022-12-31ifrs-full:TreasurySharesMember213800IQHG9H6OHKI9832022-12-31ifrs-full:TreasurySharesMember213800IQHG9H6OHKI9832021-12-31ifrs-full:SharePremiumMember213800IQHG9H6OHKI9832022-01-012022-12-31ifrs-full:SharePremiumMember213800IQHG9H6OHKI9832022-12-31ifrs-full:SharePremiumMember213800IQHG9H6OHKI9832021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800IQHG9H6OHKI9832022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800IQHG9H6OHKI9832022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800IQHG9H6OHKI9832021-12-31ifrs-full:RetainedEarningsMember213800IQHG9H6OHKI9832022-01-012022-12-31ifrs-full:RetainedEarningsMember213800IQHG9H6OHKI9832022-12-31ifrs-full:RetainedEarningsMember213800IQHG9H6OHKI9832021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800IQHG9H6OHKI9832022-01-012022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800IQHG9H6OHKI9832022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800IQHG9H6OHKI9832021-12-31ifrs-full:NoncontrollingInterestsMember213800IQHG9H6OHKI9832022-12-31ifrs-full:NoncontrollingInterestsMember213800IQHG9H6OHKI9832021-12-31213800IQHG9H6OHKI9832023-01-012023-12-31ifrs-full:IssuedCapitalMember213800IQHG9H6OHKI9832023-12-31ifrs-full:IssuedCapitalMember213800IQHG9H6OHKI9832023-12-31ifrs-full:TreasurySharesMember213800IQHG9H6OHKI9832023-01-012023-12-31ifrs-full:SharePremiumMember213800IQHG9H6OHKI9832023-12-31ifrs-full:SharePremiumMember213800IQHG9H6OHKI9832023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800IQHG9H6OHKI9832023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800IQHG9H6OHKI9832023-01-012023-12-31ifrs-full:RetainedEarningsMember213800IQHG9H6OHKI9832023-12-31ifrs-full:RetainedEarningsMember213800IQHG9H6OHKI9832023-01-012023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800IQHG9H6OHKI9832023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800IQHG9H6OHKI9832023-12-31ifrs-full:NoncontrollingInterestsMemberiso4217:NOKiso4217:NOKxbrli:shares

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