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Annual report 2023 ^

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A pioneering consulting company with expertise in technology for integrated business solutions ^

Our mission is to leverage technology to streamline and declutter non-essential systems and processes. In doing so, we enhance our clients’ outcomes and deliver peace of mind for those at the helm.

By streamlining and clarifying, we provide a better overview and contribute to stability and dependability in the daily working environment. This enables our clients to spend their time and effort on more productive activities that drive value creation.

This is how we simplify complexity.

Arribatec Group ASA | Annual report 2023

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Arribatec at a glance ^

More about us

Our results

Our people

Recurring of total revenue

37%

Employees

341

Organic growth

13.5%

Nationalities

25

Number of clients

1 760

Listed on Oslo Stock Exchange

60+ Software and solution offerings

Key partnerships: Unit4, QualiWare, Hypergene, RamBase, Microsoft, CatalystOne, Pagero, PowerBI, Prophix, SEMINE

Appr. 40% business outside of Norway

15 offices around the globe

35% women, 65% men

Main industries: Governmental, Higher education, Research, Health, Energy and oil & Gas, Bank & Finance, Shipping, Hospitality, Engineering and construction, Non-profits

Overall job satisfaction score

72%

Average age

41 years

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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Highlights

Highlights | Arribatec at a glance

Highlights | Arribatec at a glance

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Key figures ^

Key consolidated figures and ratios

Full year 2023

Full year 2022

Revenue

TNOK

572 981

504 968

Gross profit

TNOK

440 308

389 934

EBITDA

TNOK

24 463

(34 107)

Adjusted EBITDA

TNOK

24 463

(25 090)

Operating profit/(loss), EBIT

TNOK

(23 844)

(90 339)

Net profit/(loss)

TNOK

(23 416)

(83 393)

Revenue growth y/y for the year

%

13.5%

22.0%

Gross profit margin

%

76.8%

77.2%

EBITDA margin

%

4.3%

(6.8%)

Adjusted EBITDA margin

%

4.3%

(5.0%)

Earnings per share

NOK

(0.33)

(0.13)

Cash at end of period

TNOK

39 371

40 449

Equity

TNOK

262 463

281 927

Equity ratio

%

52.3%

54.7%

Price per share at end of reporting period

NOK

4 650

0 369

FTEs, employed

Number

329

353

No. of outstanding shares, beg. of period‌ 1

Number

690 573 217

584 903 064

New shares issued‌ 1

Number

514 887

105 670 153

No. of outstanding shares, end of period‌ 1

Number

69 572 206

690 573 217

Average number of shares, year to date

Number

69 057 322

658 988 513

1 Reversed share split (10:1) in Q1 2023

Gross profit

440 MNOK

EBITDA margin

4.3%

Revenue

573 MNOK

Revenue growth y/y

13.5%

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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Highlights

Highlights | Key figures

Highlights | Key figures

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Letter from the CEO

A year of building common structures ^

I want to begin this letter by expressing my sincere appreciation to all our employees in the Arribatec Group. The resilience and determination that everyone has demonstrated during 2023 have helped the company sustain growth and secure new and significant contracts. I’m amazed by what we accomplish together with our customers, and I’m very proud of all the positive feedback we have received from them on the work we are doing. We repeatedly see that the positive impacts we create from good customer outcomes help us win new projects from existing and new customers across the Arribatec universe.

As Arribatec reached its eighth year in 2023, we noticed that our company kept developing and growing. We saw more collaboration and coordination among our five business areas, which made our project delivery more dynamic and opened new opportunities for our staff to get involved in different and interesting projects. Our shared values of Responsibility, Integrity, Service-mindedness, and Empowerment, or RISE for short, motivate us to help each other in our daily work and create a work environment that encourages cooperation and unity. We succeed together, and we learn together. This way of working together allows us to grow personally and provide value for our customers, partners, and owners.

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Highlights

Highlights | Letter from the CEO

Highlights | Letter from the CEO

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We passed several significant financial milestones in the last year. Arribatec had a positive EBITDA of 25 million for the year and a revenue of 573 million, which is almost 14% higher than last year. Also important, all our five Business Areas had positive EBITDA in the final quarter. This shows us that the hard work we have done in the previous years to merge and improve our business model has paid off. We believe we have built a strong foundation that can support our future growth.

Our operation was influenced significantly, both positively and negatively, by strategic changes that our software partners made in 2023. For the parts of our business that felt the impact directly, we have chosen to be less reliant on single dominant partners and to have more flex- ibility with various systems and software solutions in our portfolio. To be less reliant, we are forming new partnership agreements with more software owners and plan to have a wider range of skills in our organisation. This will allow us to provide even more customised solutions to the individual client’s needs while reducing the impact of partner decisions in the future. The new alliances have not only broadened our reach but have also improved our offerings, enabling us to transform even more complex challenges into simple solutions, improving our clients’ outcomes and providing confidence for those at the helm.

As we approached the end of 2023, we began to revise our strategy for the next three years, from 2024 to 2026. We have established challenging objectives for what we want to accomplish in this period, both in terms of customer and market outcomes, as well as financial and opera- tional performance. Environmental, Social, and Governance (ESG) factors are now embedded in our business model and in our decision-making process. This includes adopting sustainable practices throughout our operations, complying with new regulatory demands, and preparing to assist our clients with their ESG journey. In the past year, we have made donations to various charities selected by our employees, purchased supplies from disability organisations and sponsored initiatives that promote health internally and externally. These activities will persist

in the coming year, in addition to the influence of ESG on our business decisions. These efforts embody our RISE values and our “positive impact” mentality.

Looking beyond 2023, we see that helping our customers build strong governance- compli- ance- and management systems is essential for the future. The energy sector will have a major impact on how our societies will evolve. Developing renewable energy sources and modern- ising and expanding the distribution grid are vital, and the need for a reliable energy supply is more evident than ever. A significant part of Arribatec’s activities is related to the broader energy sector - and we think that we can contribute to improving our customers’ performance and compliance with the regulations they follow. Other sectors that Arribatec works with, such as the public sector, professional service firms, civil engineering, manufacturing, higher education, transportation and hospitality, all aim to become more data-driven, automated and digitally proficient. We will always stand ready to help, support and advise, and as a pioneering consulting company, we will keep exploring new possibilities and finding simple solutions for complex problems in the coming years.

Sincerely,

Geir Johansen CEO of Arribatec Group

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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Highlights

Highlights | Letter from the CEO

Highlights | Letter from the CEO

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Arribatec vision and values ^

“We simplify complexity”.

At Arribatec, we are pioneers in transforming complex challenges into simple solutions. Our job is to create order from chaos. And in doing so, we enhance our clients’ outcomes and guarantee peace of mind for those at the helm. We provide a better overview and contribute to stability and dependability in the daily working environment. This enables our clients to spend their time and effort on more productive activities that drive value creation. Our ambition is to simplify complexity.

Responsibility

We take responsibility

Our willingness to take responsi- bility sets us apart. As a group we are authentic, reliable, and loyal. We keep our word and own the decisions and actions we take. This is because we understand that we are accountable for our shared impact and results.

Integrity

We act with integrity

Integrity is part of our group DNA. We treat our customers, colleagues and partners with respect, professionality, and good intentions, as we believe that this foster trust and long-lasting relationships. We stay true to our group and our shared values even when nobody is watching, as we believe it is the right thing to do.

Service-minded

We are service-minded

We understand that we are only as successful as our external and internal customers. Hence, we listen, work hard to understand the customers’ needs and strive to deliver above their expectations.

Empower

We empower those around us

We have the motivation and confi- dence to empower those around us. We do so by showing interest, actively sharing our knowledge, and giving our customers, colleagues and partners the opportunity to develop and grow. By doing so we lift each other up.

The values are recognised as the RISE culture in Arribatec.

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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Our business

Our business | Arribatec vision and values

Our business | Arribatec vision and values

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Environment, Social

and Governance ^

This chapter offers an insight into Arribatec’s Environmental, Social, and Governance (ESG) endeavours and achievements throughout 2023, in addition to the upcoming plans. The ESG standards and regulations are dynamically evolving alongside global shifts, necessitating proactive responses to emerging challenges. Arribatec remains committed to meet these challenges with actions and compliance and by leading the way for others through our vision statement “we simplify complexity”.

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The ESG efforts shall not only benefit the environment and society but also contribute to the financial performance and long-term success. Arribatec has used 2023 to further integrate the ESG practices into ways of working. Arribatec aim to mini- mize the environmental footprint, foster a diverse and inclusive workplace culture, and maintain high ethical standards.

Arribatec are data-driven and aim to provide transpar- ency and accountability to the stakeholders to share our ESG-performance and ambitions.

For ESG to have an effect in our company and the society at large we have incorporated this into our business so it’s no longer something we do on the side of things, but a part of how we are making decisions.

Geir Johansen, CEO

Authorities

Employees

Society

Customers

Interest groups

Owners

Suppliers

Partners

Media

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Environment

Climate change is one of the most pressing challenges of our era. As a multinational organisation with projects in close to 30 countries, Arribatec is dedicated to fulfilling the responsibility of addressing climate change and minimising emissions intensity.

Energy

The operations produce the following emissions based on the GHG emission standard; scope 1 and 2. Arribatec has ESG reporters located at every office with the key responsibility of reporting annually on all metrics and driving positive environ- mental change initiatives.

Arribatec has a goal to “reduce the emission from direct activ- ities by 30% by 2024 compared to baseline in 2023”. Since Arribatec does not own any of the buildings they operate from they are challenging the building owners to put in place efforts that can help reduce the energy usage. However, Arribatec sees a clear variation across locations in maturity and willing- ness to do the necessary changes. Arribatec will continue to challenge and believe this will lead to a positive change.

Scope 1 emissions:

3.9 tonnes CO 2 e

Scope 1 emissions are direct greenhouse (GHG) emissions that occur from sources that are controlled or owned by Arribatec (e.g., Arribatec vehicles).

The scope 1 emissions have increased by 40% compared to 2022, primarily due to a significant increase in the activities where cars are part of the operation, resulting in considerably more driving. Two cars have already been replaced with elec- tric vehicles, while the remaining two diesel cars are next in line for replacement.

Scope 1 emissions are related to the two diesel cars Arribatec use in their project deliveries. The diesel cars are used when the distance and load require it, while the two electric cars (that is part of the Scope 2 emission) is used for shorter deliveries.

Scope 2 emissions:

225.8 tonnes CO 2 e

Scope 2 emissions are indirect GHG emissions associated with the purchase of electricity, steam, heat, or cooling. Although scope 2 emissions physically occur at the facility where they are generated, they are accounted for in Arribatec’s GHG inventory because they are a result of the organisation’s energy use.

The scope 2 emissions have risen by 34% since 2022. Arribatec is collaborating with building owners on initiatives aimed at reducing emissions. Additionally, internal meas- ures are being implemented to decrease emissions within Arribatec’s designated office area.

Some of the efforts to reduce Scope 2 emissions at the Arribatec main office include implementing night temperature reduction, adjusting air volume during vacancy periods, and using demand-controlled ventilation. Climate screens are integrated to minimise cooling needs and lighting systems have been upgraded to energy-efficient LEDs with presence detection. The Arribatec main office has also implemented over 20 fractions for proper waste management. The building’s sorting rate for 2023 is 63.1%. Waste management is an initia- tive Arribatec is working to establish in all offices.

Energy consumption through own operations

kWh

Electricity renewable

174 939

Electricity non-renewable

470 675

Arribatec has identified the sources of energy consumption, pinpointing areas for improvement to reduce emissions and achieve carbon neutrality. Heating constitutes the primary energy usage in most locations. Arribatec is committed to increasing the use of renewable electricity. Consequently, all data centres are powered by green electricity, and supplier selection prioritises environmental performance.

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Circular economy

Arribatec aims to reuse and recycle 100% of all electronic waste by 2026. This commitment extends not only to internal electronics but also to items delivered to the clients. Arribatec has designated equipment disposal closets at the largest office sites to facilitate the convenient return of any electronic waste. In 2023, the following number of electronic units went through the circular economy process:

Reused units

33

Recycled units

72

Products in process

17

Social

Arribatec firmly believes that the company’s core strength resides in the dedicated efforts of its employees. They work tirelessly to expand the business and empower Arribatec to assist clients in overcoming challenges and pursuing new opportunities. In essence, employees serve as the driving force behind the company, making it imperative to consist- ently prioritise their needs and aspirations to sustain ongoing growth. Arribatec’s key strategic driver is personal growth, recognising that investing in the development and well-being of employees is essential for both their success and the success of the company.

The social impact of Arribatec extends beyond our work with employees and clients. Arribatec endeavour to create a positive difference in communities and the world through charitable initiatives, sponsorships, volunteer work, and the behaviour and actions of our employees during client assign- ments.

Corporate Social Responsibility

Arribatec is committed to be a good corporate citizen and demonstrate integrity and high ethical standards in all its business.

Arribatec’s Board of Directors has implemented guidelines for Ethical and Corporate Social Responsibility. The purpose of these guidelines is to create a sound corporate culture and to preserve the integrity of Arribatec by helping employees to promote standards of good business practice. Arribatec’s guidelines on Ethical and Social Responsibilities applies to all employees of the Group and to anyone who holds a position of trust in the Group, including members of the boards and consultants acting on behalf of the Group.

The principles and standards provided therein aim to provide guidance to Arribatec’s people for a common platform and to support Arribatec’s vision, core values and principles. These guidelines are instrumental for Arribatec’s approach to human rights, fair working environment and equal rights, health and safety, environment, business ethics and anti-corruption.

The Group regularly reviews the guidelines and will continue its ongoing efforts to educate the organisation on the prevailing standards and principles. Arribatec’s Ethical and Corporate Social Responsibility Guideline is publicly available on Arribatec’s website.

Human rights

Arribatec shall ensure that the company’s business conduct is being performed in a way that secures human rights as described in the UN’s universal “Declaration of Human Rights.” One of the main topics in the declaration describes the right to express one’s own convictions, opinions and concerns in good faith and without retaliation.

Working environment

The Group has business contacts of different nationalities and cultures and has built an international mindset for years. Employees are encouraged to treat each other and business contacts with respect and act according to local laws and regulations, as well as to pay attention to local values and norms for social conduct. The Group does not tolerate derog- atory treatment of any employee. The Board of Directors and Management seeks to create a working environment that is pleasant, stimulating, safe and beneficial to all employees.

The Group’s working environment complies with applicable rules and regulations and the Board of Directors has not found reason to implement any special measures in this respect.

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Going forward, Arribatec commits to actively continue its work for a safe and nurturing working environment in accordance with applicable rules and regulations.

Equal rights

Arribatec does not accept discrimination on the grounds of race, colour, gender, sexual orientation, age, disability, language, religion, legitimate political or other opinions, national or social origin, property, birth or other status. The Group’s facilities are equally well equipped for females and males. The Company complies with Norwegian legal require- ments with respect to gender representation in the Board of Directors.

The Board of Directors will continue its efforts to ensure that the principle of equal treatment is carried out in accordance with the adopted policy. Both recruitment of new personnel and professional development for the Group’s existing employees will be based on qualifications, achievements and equal opportunities.

Health and Safety

Health and safety are indispensable components of all the Group’s activities. All hazards and risks to health and safety must be mitigated when identified. Generally, Arribatec’s business involves low risk in the day-to-day activities, without the use of chemicals, heavy machinery or equipment that can cause damage or injuries. Delivery of Arribatec’s services and solutions is sometimes done in cooperation with business part- ners, all of whom shall have a good reputation and standing.

Environment

The Group’s operations shall always be in accordance with applicable environmental legislation. Arribatec’s guidelines on Social and Corporate Responsibility provide that the Group shall always strive for improvements that may reduce its environmental impact. Arribatec does not own or operate manufacturing facilities. Arribatec seeks to limit its resource consumption, prevent unnecessary environmental pollution, including optimising transportation of goods, and manage waste in an environment-friendly and resource-efficient manner.

Business ethics and anti-corruption

The Group’s operations depend on the trust of contractual parties, authorities, shareholders, employees and society in general. In order to gain trust, the Group is dependent upon professionalism, expertise and high ethical standards in all aspects of the Group’s work. This applies to the way the Group operates and the conduct of everyone associated with the Group. All employees are expected to behave with care, integ- rity and professionalism and abstain from actions that may weaken confidence in the Group.

The Group’s Ethical Guidelines and Corporate Social Responsibility Guidelines contain guidelines on ethical behav- iour in business relations and are applicable to all employees in the Group. These guidelines clearly state that Arribatec has a zero-tolerance policy for any form of corruption or bribery and encourages reporting of suspected misconduct.

The Group’s guidelines explicitly govern conflict of interests, gifts and money laundering. No employee may receive bene- fits for themselves or for others from the Group’s business contacts if such benefits are based on the employment rela- tionship. Correspondingly, no one shall give such benefits to the Group’s business contacts. Business courtesies of modest value, conforming to normal social customs and not intended for influence, are not considered bribes.

All gifts with an estimated value of more than NOK 1 000 must be reported to the Group’s CFO, who will assess whether the relevant gift can be received on a case-by-case basis. Arribatec has to date not been accused of or involved in, any cases pertaining to any form of corruption or bribery. Arribatec encourages each employee to report on possible censurable incidents.

Arribatec’s employees have an obligation to report on criminal activity and on incidents that could endanger life or health. Raising awareness of Arribatec’s existing guidelines has been the Group’s main action regarding business ethics and anti-corruption, and the Group will continue such work going forward. Neither the Board of Directors nor management are aware of any breach of the Group’s ethical code of conduct.

Work force highlights

Work environment

Arribatec uses an artificial-driven survey every week to monitor, evaluate and act on some key factors that influence the overall job satisfaction among the employees, supported

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by Winningtemp. The weekly survey helps the company to create a positive and efficient work environment, by hearing and getting input from the employees and responding to their feedback. This is a helpful way of getting feedback that helps the company to identify areas for improvement and ongoing growth. One of the strategic objectives for Arribatec is to score at or above industry index (source Winningtemp) in all param- eters. Arribatec has achieved targets for some parameters but is slightly behind on others, seeing a decrease of 0.2 of the overall satisfaction score compared to 2022 (7.4 vs. 7.2). Even though not meeting all parameters, Arribatec is pleased with the scoring, considering the significant consolidation activities we have gone through. Furthermore, the implementation of the pulse survey across all Arribatec departments has resulted in an average participation rate of 78%, representing a 17% increase from 2022.

Diversity highlights

The company is founded based on senior high-level compe- tence providing the market with the most in depth expertise within its domains, which is reflected in the age distribution. The average age in Arribatec is 41 years (same for male and female employees). The youngest employees are apprentices, while the largest age group is between 40-49 years. Arribatec value age diversity and are committed to maintaining a broad range of ages within the workforce, as it creates a more productive and conducive work environment.

Total 7.2 (business industry index 7.5). Score out of 10.

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Personal growth

Working at Arribatec is intended to facilitate both professional and personal development. One of the strategic drivers at Arribatec is to attract and retain talent including fostering personal growth. A key initiative in ensuring Arribatec delivers on this commitment has been the establishment of a compre- hensive Arribatec Job Architecture including position mapping. Ultimately engaging the entire company, we implemented our Job Architecture similar with the Mercer Methodology principals and skills categories, plus leveraged our internal tooling competence by developing a Human Resources Transformation Dashboard (Power BI Management Dashboard) to create reports to measure what matters. This has made our endeavours much more cost efficient and effective.The Arribatec Job Architecture is a strategic framework aimed at aligning positions, responsibilities, and mandates defined in corresponding role descriptions. The job architecture

categorizes and defines positions plus levels to ensure they are in line with, and serve Arribatec’s strategic objectives, and has been developed to promote transparency, consistency, and fairness in the job structures. Furthermore, to streamline and ensure equity in job structures, address pay disparities, facilitate talent management and performance, raise the quality of planned recruitments, and succession planning.For Arribatec it has been a necessary, rewarding, and pivoting journey. Partly to enable more qualified follow ups of required legislation in the country and/or legal entity the employee belongs to, but also to create a shared understanding of our desired culture and leadership traits. As an organisation that is going through the typical phases of a post-merger, the Arribatec Job Architecture has helped us create a necessary identity exercise, focusing on our goals and aspirations, and the skills we need in the organisation to achieve them. In addition, to enhance the role descriptions and maintain the

dedication to personal growth, Arribatec has planned and initiated a competence mapping process. This process will continue in 2024 to provide comprehensive insights, fostering a clear understanding of the development needs of each employee and the company as well as support new recruit- ments.

ESG-competence development

Enhancing ESG performance significantly relies on cultivating ESG competency, making it a key priority for Arribatec. Arribatec believes that as employees gain a better under- standing of ESG and its potential for positive impact, the likelihood of significant changes increases, both within the company, with clients, and across the society at large. In 2023, over 50% of the employees completed the ESG training, with the aim for all employees to complete the training by 2024.

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The gender diversity

The current workforce at Arribatec has a higher proportion of men than women. This discrepancy is not intentional but rather a consequence of the companies acquired in recent years and the limited availability of women in certain areas of expertise where Arribatec operates. Arribatec believes in the effective- ness of diverse teams and is therefore encouraged by the gradual improvement in the gender ratio compared to 2022, as well as the fact that the workforce includes individuals from 25 different nationalities.

Ratio of basic salary of women to men

Top-management: 0.79

Mid-management: 1.05

Non-management employees: 0.85

The ratio of women’s salaries to men’s is lower in top manage- ment positions (C-level), higher in mid-management, and lower again for non-management positions. Arribatec regularly monitors this ratio to ensure no intentional or unintentional discrimination exists. Upon closer examination, it is apparent that the variation in the ratio is influenced by factors such as seniority, competence and skills, educational level, and job position. Additionally, historical and geographic elements play a significant role in this variation.

Sick leave and turnover

Arribatec maintains a notably low sick leave percentage, accounting for only 3.6% of total workdays, which is consid- ered a privilege. The long-term sick leave rate stands at 1.6%, while short-term sick leave is at 2%, both well below the industry average. While various factors can impact sick leave rates, Arribatec has implemented several measures to prevent illness and injury. This includes systematic work on job descriptions and expectations, continuous development and documentation of crucial work processes, training initiatives, clearly defined authorisations, and improved recruitment processes. In the event of illness, there are clear routines for fostering and follow-up by line management. Moreover, Arribatec is also committed to preventing physical strain by providing modern office spaces and encouraging employees to come to the office. In addition, Arribatec offers flu vaccinations fruit in offices, conducts campaigns focusing on mental health, and performs regular social events. Arribatec has implemented numerous measures to maintain this low rate. These include providing flu vaccinations, offering training activities, stocking fruit in offices, revamping sick leave follow-up processes, conducting mental health campaigns, organising regular social events, and fostering a positive work environment.

However, working at Arribatec may involve long workdays and challenging tasks, potentially affecting work-life balance. To address this, a stricter system has been introduced to

monitor employees’ work hours and ensure a healthy balance. Additionally, Arribatec closely monitors results from the weekly pulse survey to identify any negative trends that could contribute to increased sick leave. As part of the employee benefits program, Arribatec offers health insurance.

The turnover rate at Arribatec has risen to 20.85%, a signif- icant increase from 2022’s 8.53%. As Arribatec continues to evolve and undergo changes, including assembling the right teams to achieve its goals, turnover remains a natural aspect of organisational development. While the primary goal is to retain employees for the long term, a certain level of turnover can be beneficial as it introduces new individuals with fresh energy, skills, and perspectives. In 2023, Arribatec onboarded 48 new highly skilled employees, largely in line with its growth strategy, to fill vacant positions and meet the increased work- load. This ambitious growth strategy will continue into 2024. With an extensive number of applicants and the impressive skillsets they possess, Arribatec has become an attractive option for both the best young talents and experienced professionals in the market.

Society

Arribatec is privileged to have employees who care about making a positive impact on society. Arribatec has set aside 800 hours for doing voluntary work. Some of these are used for planting trees and cleaning beaches. Other examples are

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using disability organisations, installing beehives, arranging lottery for charity, sponsoring local organisations (e.g. cancer organisations, football, and ski clubs). Other examples are collaborating with disability organisations, setting up beehives, organising charity raffles, or supporting local organisations (e.g. cancer organisations, football, and ski clubs).

Arribatec continued its tradition by, instead of giving holiday presents to the employees, arranging surveys among the employees to decide where the donations should be given. As a result, Arribatec gave donations to Doctors without Borders, World Wildlife Foundation, World Food Program, Red Cross and Amnesty International.

Governance

As a professional service and IT company listed on Oslo Stock Exchange, Arribatec aims to maintain the highest standards of governance and accountability and to ensure that the stake- holders can have confidence in the business practices.

Arribatec not only has a responsibility to govern its own oper- ations effectively but is also expected to deliver systems and services to the clients at the same standards. The clients and stakeholders rely on Arribatec to provide secure and reliable technology solutions, and Arribatec recognise that the success depends on maintaining their trust.

The UK office participated in the Christmas Santa aid-walk for a local children hospice.

Cleaning beaches for World Ocean Day.

Bee safari at Arribatec EA & BPM’s roof terrace where we have installed bee hives and planted flowers.

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Authority and governance

The level of authority is stated in the Delegation of authority policy and matrix that state the mandate for each level and positions in the organisation. This ensures decisions are made at the right level, involving the right personnel.

The governance hierarchy model visualizes the governance structure of Arribatec and the management system. Ensuring that we do the right things right.

Arribatec has built a robust management system that guides the company in the right direction and ensure that everyone know who does what, when and how. The management system ensure that risk is managed, and that the company operate safe, reliable, efficient, and effective. Commitment and compliance to the management system is a requirement.

Corporate governance

Arribatec is committed to maintaining the highest standards of corporate governance and transparency. The Company believe that effective corporate governance is essential for building trust and confidence among the stakeholders, including shareholders, employees, customers, suppliers, and the wider community. See Corporate Governance Statement on Arribatec’s website.

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Compliance

A key aspect of the management system involves detailing how Arribatec ensures compliance. The ability to achieve the growth ambitions and maintain the market position hinges entirely on the professionalism and conduct of the employees, as well as the commitment to operating with the utmost ethical standards in accordance with laws and regulations. The Arribatec values, referred to as “RISE”, serve as a guiding force for the actions and form the bedrock of the compli- ance culture. Arribatec has built code of conduct, policies, processes and guidelines, ensuring the Company operates in compliance with applicable laws and regulations. These include areas such as information security, data privacy, anti- bribery and corruption, and environmental sustainability, in addition to other areas.

The focus on compliance, operating in accordance with laws and regulations, and upholding high ethical standards extends not only to the internal operations and own employees but also to the suppliers, partners, and clients.

The suppliers shall comply with the code of conduct, all applicable laws and regulations, contractual obligations, and the terms of the supplier code of conduct. The supplier code of conduct makes sure that every supplier fully respects human rights, does not use child labour, refrains from human

trafficking, complies with employment rights in the country in which they operate, respects environmental, health and safety matters and has zero tolerance for corruption. Arribatec screens all existing and new suppliers based on these criterias. (see our Supplier code of conduct here: www.arribatec.com/ investors/supplier-code-of-condu ct ).

Data privacy and information security

As a company that handles a significant amount of sensitive data and information from multiple clients, data privacy and information security are critical considerations. Arribatec recognises the potentially disastrous consequences of a data breach or mishandling of the clients’ data, not only for the clients but also for the Company and the stakeholders.

That is why Arribatec has taken extensive measures to ensure that the Company are fully compliant with GDPR regulations and has obtained the ISO 2 7001 certification. Adherence to these frameworks demonstrates the commitment to main- taining the highest data privacy and information security standards.

Each of the team members has integrated this focus into their work practices, and it is an integral part of the company culture. Arribatec understands the value of the client’s trust and works hard to earn and maintain it. By prioritising data

privacy and information security, Arribatec can ensure that the client’s confidential information remains safe and secure and, by that, maintains its reputation as a reliable and trustworthy cloud and service company.

As part of the mandatory onboarding process, all new employees are required to undergo information security training. The global employee security handbook and policies are consistently enforced and regularly reviewed in information security meetings, email and intranet reminders, and relevant gatherings. Furthermore, Arribatec undergoes regular testing to ensure that the Company is not susceptible to any informa- tion security breaches.

Final word

In conclusion, Arribatec is committed to ESG and dedicated to being a part of building a sustainable future. The Company is experiencing enhanced attention to ESG and comprehensive reporting requests from all stakeholders. With the new ESG regulations and standards in place, this focus is expected to increase in the future. Arribatec supports the new standards and acknowledges that only by collaborating across the ecosystem can meaningful change occur. The Company is pleased to see ongoing progress and that the foundational elements are in place to achieve the ESG targets and ambi- tions in the years ahead.

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Board of Directors ^

Martin Nes

Chairman

Chairman Martin Nes has been CEO of Ferncliff TIH AS since 2010. He holds a law degree from the University of Oslo and also holds a Master of Laws degree from the University of Southampton, England. Prior to joining Ferncliff, he spent several years with the Norwegian law firm Wikborg Rein, working in both the Oslo and London offices, and with the international law firm Evensen & Co. Mr. Nes has extensive corporate expe- rience and is/has been chairman and/ or a member of the boards of several listed companies, including SD Standard ETC Plc, Dolphin Drilling AS, Saga Pure ASA, Standard Supply AS, Aqualis ASA, Nickel Mountain Group AB, Self-Storage Group ASA, NEL ASA, and Weifa ASA. He is a Norwegian citizen and resides in Norway. Martin Nes has served the Board of Arribatec Group ASA since February 2020. He is also the chairman of the Audit Committee of Arribatec.

Øystein Stray Spetalen

Board member

Board member Øystein Stray Spetalen is the Chairman and owner of invest- ment firm Ferncliff II TIH AS. He is an independent investor. He has worked in the Kistefos Group as an investment manager, as a corporate advisor in different investment banks, and as a portfolio manager in Gjensidige Forsikring. Mr. Spetalen is a chartered petroleum engineer from NTNU. Mr. Spetalen is a Norwegian citizen and resides in Norway. Øystein Stray Spetalen has served the Board in Arribatec Group ASA since February 2020.

Kristin Hellebust

Board member

Board member Kristin Hellebust is the CLO (former CCO) ‌Xplora Technologies AS and has previously served several years as CEO of Nordisk Film Shortout AS and as CEO of Storm Studios AS and as a lawyer at Advokatfirmaet Selmer DA. Ms. Hellebust currently serves on the board of several listed companies. She holds a Master of Laws degree from the University of Oslo, an Executive Master of Management program in Financial Strategy from BI Norwegian School of Management, and an Executive MBA from the Norwegian School of Economics. Kristin Hellebust has served the Board of Arribatec Group ASA since October 2020. She is a member of the Audit Committee of Arribatec.

Terje Mjøs

Board member

Board member Terje Mjøs has broad operational experience as former CEO of Visolit AS, EVRY ASA, Ergo Group AS, and Hydro IS Partner AS and as a senior advisor to Apax Partners (private equity). Previous directorships and senior management positions last five years outside the Arribatec is Solid Media Group (Chair) and Visolit group (CEO and Chair in several of their companies). Current director- ships are Chair in Vali AS, Chair at Axaxtor ASA, where he also is the Chair of the remuneration committee and the investment committee. He is also a board member of Axactor Capital AS and Sparebank 1 Ringerike Hadeland. Mr. Mjøs has a Cand. Scient. Degree in Computer Science from the University of Oslo, and an MBA in Economics and Business Administration from Norwegian Business School BI.Terje Mjøs has served the Board of Arribatec Group ASA since June 2023. He is a member of the Audit Committee of Arribatec.

Linn Katrine Høie

Board member

Board member Linn Katrine Høie works as CCO in the threat-intelligence software company OpenHorizon. She is also a partner in Frøya Ventures. Linn has 20+ years of experience with Norwegian and international businesses and is an educated system architect with a master’s degree in societal safety and risk management, specialized in project management. Linn expertise lies in management, strategic enterprise risk management, digitalization, strategy, and business development. She has served as a member of the Board in Arribatec since May 2022.

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Responsibility Statement ^

We confirm that, to the best of our knowledge, the Financial Statements 2023, which have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU, give a true and fair view of the Company’s assets, liabilities, financial position, and results of operations, and that the management report includes a fair review of the information required under the Norwegian Accounting act.

Oslo 24 April 2024

The board of Arribatec Group ASA

Signed

Martin Nes

chairman of the board

Øystein Stray Spetalen

member of the board

Linn Katrine Høie

member of the board

Kristin Hellebust

member of the board

Terje Mjøs

member of the board

Geir Johansen

Group CEO

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The Board of Directors’ Report ^

About Arribatec

Arribatec is positioned as a global provider of digital business solutions. Arribatec is listed on Oslo Stock exchange, with the headquarter in Oslo.

Arribatec is pioneers in transforming complex challenges into simple solutions. Our job is primarily to be of service and ensure the seamless operation of our customers’ digital solu- tions and technological infrastructure. We develop, automate, and integrate where we can, and we develop entirely new solutions when necessary.

Our mission is to intelligently leverage technology to stream- line and declutter non-essential systems and processes. In doing so, we enhance our clients’ outcomes and deliver peace of mind for those at the helm.

By streamlining and clarifying, we provide a better overview and contribute to stability and dependability in the daily working environment. This enables the client to channel their

time and effort to more productive activities that drive value creation.

Arribatec has built the strategy around growth, talents, deliver- ables, and customers. These elements are interdependent and supported by a comprehensive set of strategic objectives and roadmaps to guide our efforts.

Leaving behind 2022, which was a year of business collab- oration including integration of all businesses on to uniform digitalised platforms across business areas and countries, 2023 was a year proving an organic growth of 13.5%, as well as scaling the business achieving 74% improved consolidated profit and loss.

Although most of the company’s revenue still comes from Norway, Arribatec aims to become a more prominent player outside Norway. The company’s focus remains on generating recurring revenue in addition to revenue through consultancy services.

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Operation and Segments

Arribatec is divided into five segments (Business Areas), ref No te 3

Enterprise Architecture and Business process management (EA&BPM)

Cloud services

Business Services (BizS)

Marine

Hospitality

The first three Business Areas (BA’s) listed above are all industry agnostic, meaning the product and services delivered by the BA’s, can be sold to any industry, private or public. Cooperation between EA&BPM, BizS and Cloud is natural, and they meet the needs of medium- and large-sized mature organisations. They are the three largest BA’s both in terms of people and activities and they are considered as the compa- ny’s horizontals.

The Business Area Hospitality had during 2023 secured contracts with chains and stand-alone hotels in both Nordics as well as in the UK and Ireland. Additionally, Hospitality extended its industry focus to include transportation. During 2023 they signed a NOK 22m agreement with Flytoget for the software development and installation of 29 ticket vending machines in 2024.

Marine deliver its self-developed software to the shipping industry bringing ship owners to a different level of control of their vessels with functions designed to scale with their

specific market requirements. Marine underwent an exten- sive restructuring process during 2022 which has turned the Business Area around to become a profit making business in 2023.

Financial Review

Profit and Loss

Full-year revenue amounted to NOK 573 million for 2023, compared to NOK 505 million in 2022. In 2023, recurring revenue amounted to NOK 214 million, while consulting revenue ended at 333 million and other revenue at NOK 26 million. Divided by region, Norway stands for NOK 360 million, Europe NOK 173 million, and NOK 39 million from America. The relative size within the regions shows a slight increase for Norway and America is stable from 2022 to 2023.

Gross profit was NOK 440 million for the full-year 2023 (NOK 390 million). The margin is 76%, which is slightly below last year. The decreased margin mainly relates to increased costs of goods purchased for resale. Personnel costs were up total net NOK 7.8 million in total from NOK 338.8 million in 2022 to NOK 346.6 million in 2023, primary relating to the annual salary settlement in the Group that in average ended at 5.5% in 2023 offset by reduction relating to reduced number of full-time employees from 353 as per 31.12.2022 to 329 as per 31.12.2023. The average number of FTEs was 341 in 2023 compared to 363 in 2022. The decrease mainly stems from the closedown of entities in Poland and Belgium. Other operating costs were NOK 69.2 million (NOK 85.2 million). Depreciation

and amortisations amounted to NOK 48.3 million (in 2022 NOK 56.2 million, whereof NOK 5.6 related to impaired software development from discontinued operation in Italy). Of the total depreciation and amortisation, NOK 15.5 million stems from exceed values from acquisitions, which is the same amount as last year. The net financial result amounted to negative NOK 6.2 million (negative NOK 0.1 million), of which NOK 2 million relates to realised losses from foreign exchange losses, mainly from EUR and GBP and NOK 1.7 million related to an earn-out settlement toward the acquisition of Integra associated in 2021. The net loss for 2023 was NOK 23.4 million compared to a net loss of NOK 83.4 million in 2022.

Financial position

In 2023 Arribatec issued 515 thousand new shares, of which all relates to the final earn-out settlement of the acquisition of Integra in 2021. 50% of the earn-out were settled as a share consideration. As of 31 December 2023, total assets were NOK 501 million, compared to 515 million as of 31 December 2022. Intangible assets accounted for NOK 274.4 million (NOK 281.2 million). The intangible assets mainly consist of goodwill, customer relations, and technical software through business combinations in addition to internal developed soft- ware of NOK 12.9 million in 2023 (NOK 11.8 million).

Other non-current assets were NOK 57.4 million (NOK 65.8 million) including right-to-use assets of NOK 28.4 million (NOK 41.7 million), deferred tax assets of NOK 18.6 million (NOK 12.3 million) and tangible assets of NOK 6.4 million (NOK 6.5 million). Current assets amounted to NOK 169.3

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million (NOK 168.3million), including Account receivables of NOK 90.9 million (NOK 88.2 million), contract assets of NOK 24.2 million (NOK 16.3 million) and cash and cash equiv- alents of NOK 39.4 million (40.5 million). Total interest-bearing debt stood at NOK 39.4 million at the end of 2023 (NOK 33.1 million). Deferred tax liabilities at the end of 2023 were NOK 7.7 million (10.6 million). At the end of the year, 2023 total current liabilities were NOK 189.1 million (NOK 162.1 million). The increase from last year mainly relates to increases in Accounts payables and Contract liabilities of NOK 7.9 million and NOK 7.8 million respectively. Total equity as of 31 December 2023 was NOK 262.1 million (NOK 281.9 million), corresponding to an equity ratio of 52.3% (54.7%).

Cash Flow

Arribatec’s cash flow from operating activities in 2023 was positive with NOK 33.7 million, which compares to a negative NOK 26.8 million in 2022. The main effects come from the improved results compared to 2022 of NOK 60.4 million. Net cash flow from investing activities was negative with NOK 22.3 million (NOK 6.2 million). Of this, cash consideration related to the earn-out to the sellers of Integra Associated Ltd was partly settled with NOK 3.7 million. Capitalised purchased software and internal development costs relating to the development of own software solutions were negative by NOK 16.5 (13.8 million). In 2022 there was a cash inflow from a sale of intan- gible assets NOK 9.3 million. Net cash flow from financing was negative by NOK 11.5 million (positive 27.5 million). The change from 2022 of negative NOK 39 million mainly relates to the proceeds from the share issue in 2022 of 51.8 million.

The main financial activities in 2023 relates to proceeds from overdrafts of NOK 6.5 million (negative NOK 7.9 million) and instalments paid on the leased assets of NOK 20 million (NOK 15.9 million. Arribatec had NOK 39.4 million in cash and cash equivalents at the end of the year compared to NOK 40.5 million last year.

Risk profile

Arribatec’s regular business activities entail exposure to various types of risk. The company manages such risks proactively, and the board of directors regularly analyses its operations and potential risk factors and takes steps to reduce risk exposure.

Arribatec’s results of operations could be negatively affected if the Group cannot adapt, expand or develop its services in response to changes in technology or customer demand. The market for the services offered by the Group is char- acterised by rapid technological changes, frequent new product introductions, technology enhancements, increasingly sophisticated customer requirements, and evolving industry standards. The Group’s future success depends on its ability to continue to provide high-quality consulting services and to develop, market, and implement services and solutions that are attractive, timely, and cost-efficient for its existing and new customers. If the Group fails to keep up with technological changes or to convince customers of the value of its services, intellectual assets, and solutions considering new technologies or new offerings by competitors, the Group’s business, results

of operations, financial condition, cash flow and/or prospects could be materially and adversely affected.

Arribatec’s activities involve various types of financial risks like credit risk, liquidity risk, currency risk, and interest risks. The primary focus of the Group’s capital structure is to ensure sufficient free cash to meet its obligations on an ongoing basis and at the same time enable the Group to make strategic actions to grow. Credit relates to the risk that counterparty is unable to settle their obligations under a financial contract or customer contract, leading to a financial loss. As part of the Group’s earning model, certain of its customers pay for soft- ware as a Service (SaaS) arrangement, where the customer, in general, pays a lump sum for the initial software integration and implementation, and subsequently only pays for services related to maintenance and consulting services.

Although the Group has opted for this model to ensure some predictable long-term income, the Group is dependent on its customers having the ability and/or willingness to pay for the software already provided or to be provided. Should a certain amount of the customers under the SaaS arrangement for some reason be prevented from paying the whole or the remaining portion of these fixed monthly payments (e.g., because of bankruptcy) during the duration of the contract, the Group’s earnings, results of operations and prospects may suffer as a result as it has ultimately taken the cost related to software and services already provided. The risk on existing contracts is considered moderate as the customers on SaaS contracts in large extent are mainly governmental.

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Arribatec conducts its business in currencies other than its reporting currency, making its results of operations, financial position, and future prospect vulnerable for currency fluctua- tions. Because part of the business is conducted in currencies other than its presentation reporting currency (NOK), the Group will be exposed to volatility associated with foreign currency exchange rates. Exchange rate fluctuations may affect the Group’s financial results through translation of the profit and loss accounts and balance sheets of foreign subsid- iaries into NOK. Currency risks may also arise when Group companies enter into transactions that are denominated in other currencies other than their functional currency.

A large part of the Group’s balance sheet assets consists of excess values and goodwill. The valuation of those includes forward-looking information, hereunder estimates, targets, forecasts, plans and similar projected information. Such forward-looking information is based on various assumptions made by the Company and/or third parties. Assumptions are subject to inherent risks as they are assumptions regarding the Company in the future and may prove to be inaccurate or unachievable. Such assumptions cannot be verified. Additionally, forward-looking information is based on current information, estimates, and plans that may be changed within a short period without notice.

Arribatec holds Elite Directors & Officers Liability insurance covering the Directors of the Boards in the listed company and its subsidiaries and the CEO. The insurances cover the liability from claims which may arise from the decisions and actions taken within the scope of their regular duties. The coverage includes financial protection against the consequences of wrongful acts, their personal liability, financial loss in respect of any securities claim made against the company, and certain costs and fines related herein. The policies also cover reim- bursement of the company where coverage has been made on their behalf. Coverage does not include fraudulent, criminal, or intentional non-compliant acts or cases where directors obtained illegal remuneration or acted for personal profit. The limitation of the liability is NOK 100m.

Research and development

The company continuously develops its own software and solutions which can be deployed across customer segments in all industries. The development is essential to ensure that Arribatec can continue to grow its software portfolio, expand its service offering with cloud infrastructure services and gain a larger customer base. This is done to drive sales growth via cross-selling and upselling, where the intention is to improve EBITDA margins by increasing the share of our own IP in future solutions, thus improving EBITDA margin by selling more of our own software and services through SaaS subscription models. At the end of 2023, Arribatec had capitalised a total of NOK 12.9m (NOK 11.7m) of time and material used to develop internal systems and software. The company has no ongoing research activities.

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Corporate governance

Arribatec’s corporate governance structure is based on Norwegian corporate law and Norwegian securities legisla- tion and stock exchange regulations. The company believes that good corporate governance builds confidence among shareholders, customers, and other stakeholders, and thereby supports maximal value creation over time. Being a listed company on the Euronext Oslo Exchange and considering that Arribatec wishes to emphasise sound corporate governance, the Company has a policy document based on the Norwegian Code of Practice for Corporate Governance dated 14 October 2021. Read more about our work in the chapter Corporate Governance on page 93 of this annual report.

Corporate social responsibilities

Developing sound health, safety and environment (HSE) principles is important for the Group. Long term sick leave was 1.9% in 2023 Norway and 1.1% in other countries(2022: 2.05% in Norway and 0.9% in other countries) for the Group for the year. No serious work incidents or accidents resulting in personal injuries or damages to materials or equipment occurred in 2023.

The Board and management team continue to focus on equal opportunities for men and women. We embrace diversity when we recruit in terms of age, gender, nationality and experience within our workforce, as we believe diverse teams have the best means to uncover opportunities and ensure

customer success. We continuously work towards closing the gender gap in a rather male-dominated industry, and we can see a slightly improvement in our workforce since 2022, where Arribatec successfully has increased the percentage of female employees from 35.4% to 36%. Two of the five Board members at year-end were female.

The company has during 2023 been a signatory to the UN Global Compact, supporting the UN Sustainable Development Goals. Arribatec’s values and corporate policies support these goals. The sustainability report describes Arribatec’s work on ESG, ref page 10 - Environment, Social and Governance section.

The Norwegian Transparency act

The Group has implemented formal guidelines for due dili- gence as required by the OECD Guidelines for Multinational Enterprises. Further information about this is available on the Group’s website: www.arribatec .com

Subsequent events

There have been no subsequent events since 31 December 2023.

Going concern

The Board of directors consider that the group entities and company have adequate resources to continue operating for the foreseeable future. Therefore, adopting the going concern

basis, following §3-3a of the Norwegian Accounting Act, in preparing the consolidated and company financial statements is appropriate.

Proposed allocation of the company’s results of the year

The Parent company, Arribatec Group ASA, had a net negative result after tax of NOK 22.1 million in 2023, compared to a negative NOK 41.7 million in 2022. The results available for disposal of the Annual General Meeting are as follows:

NOK thousand

2023

Covered by other paid-in capital

22 051

Outlook

Arribatec has an ambitious growth agenda and sees an increasing demand for the product and services that Arribatec brings to the marketplace. Our partnership strategy will continue and additional partnerships will be pursued going forward. We see a robust demand for cloud services that will drive growth within our cloud- and managed IT-services. Additionally, cloud migration and related digital transformation projects are expected to increase among existing and new U4 customers. Within the hospitality segment we see a significant increase in demand from international hotel brands for our hospitality solutions, thus international is to growth is expected to pick up. Within the marine industry we notice increased interest for industry specific software and we believe that this

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trend will continue throughout 2024. Lastly, we plan to take our business process management solutions out of Norway in 2024, as we have built up a significant industry expertise within the oil&gas sector, and should be able to build on this internationally. With the proven scalable business behind us, the Group will continue gearing up for increased sales and expanded delivery capacity.

Oslo 24 April 2024

The board of Arribatec Group ASA

Signed

Martin Nes

chairman of the board

Øystein Stray Spetalen

member of the board

Linn Katrine Høie

member of the board

Kristin Hellebust

member of the board

Terje Mjøs

member of the board

Geir Johansen

Group CEO

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Shareholder information ^

The company’s total capitalisation at 31 December 2023 was NOK 324 million, based on a closing share price of that day of NOK 4.65.

Dividend policy

Arribatec is growing fast, both organically and through M&A activities. Both these avenues for growth require liquidity and availability of sufficient funding as well as a healthy equity ratio. While the company is in an expansion phase, the Board is not planning for regular dividends to be paid to the share- holders. There has not been given, nor proposed to give, a mandate to the Board of Directors to approve a distribution of dividends.

Shares and share capital

31 December 2023, Arribatec Group ASA had 69 572 206 ordinary shares outstanding with a par value of NOK 2.80 per share (see Note 24 to the financial statement). The company has one share class, with each share conferring equal dividend rights and votes. On 31 December 2023 the company had 5 100 shareholders.

Listing

The Company’s shares are quoted and traded in NOK at the Oslo Stock Exchange (Ticker: ARR). The shares are registered in the Norwegian Central Securities Depository (VPS), with Nordea Issuer Service Registrar. The shares carry the security number ISIN NO0012861667.

Principal shareholders

The 20 largest shareholders of Arribatec are predominantly Norwegian investors. A table of these shareholders is included in this chapter.

Investor relations

Arribatec will maintain an open dialogue with the capital market. Regular information is therefore published through the annual report, interim reports and presentations and stock exchange announcements. The company distributes all information relevant to the share price to Oslo Børs. Such information is distributed without delay and simultaneously

to the capital market and the media and published on the company website The CEO and CFO are responsible for the company’s investor relations activities and for all communica- tion with the capital markets. All information is communicated within the framework established by security and accounting legislation and rules and regulations of Oslo Børs. All informa- tion regarding Arribatec is available on the company’s website at www.arribatec. com .

Annual General Meeting

The annual general meeting of Arribatec is normally held in May each year. Written notice and additional relevant material are sent to all shareholders individually or to their custodian bank at least three weeks before the AGM is to take place. The notice is also made available on the company’s website. Shareholders are encouraged to participate and to vote at the AGM. To vote, the shareholder must either be physically present or be represented by a proxy.

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20 largest shareholders at 11 April 2024

Holding

Stake

FERNCLIFF LISTED DAI AS

16 655 404

23.9%

TITAN VENTURE AS

2 988 661

4.3%

DALLAS ASSET MANAGEMENT AS

2 467 200

3.5%

JOAR AARENES

2 411 185

3.5%

ARRIBA INVEST AS

2 290 500

3.3%

SRK CONSULTING AS

1 770 947

2.5%

ERIK SKAAR OPDAL

1 695 200

2.4%

Nordnet Bank AB

1 653 849

2.4%

TRUDE HALVORSEN

1 079 789

1.6%

HANEKAMB INVEST AS

1 055 347

1.5%

EXCESSION AS

900 000

1.3%

DATUM AS

854 291

1.2%

MIDDELBOE AS

739 662

1.1%

KRISTIAN FALNES AS

700 000

1.0%

Danske Bank A/S

591 097

0.8%

LARS HUGO BRAADLAND OLSEN

574 850

0.8%

LCS AS

551 801

0.8%

JAN ARNE CHRISTENSEN

524 675

0.8%

BJØRN ASLE ALEXSANDER TEIGE

500 000

0.7%

NORDLYS TRADING AS

450 000

0.6%

Total 20 largest shareholders

40 454 458

58.1%

Other shareholders

29 117 748

41.9%

Total

69 572 206

100.0%

Geographic residence Shareholders as registered in VPS on 11 April 2024

Country

Holding

Stake

Norway

64 448 223

94.1%

Sweden

1 929 687

2.8%

United Kingdom

691 762

1.0%

Denmark

659 098

0.9%

Belgium

298 404

0.4%

Other

545 032

0.8%

Total

69 572 206

100.0%

Ownership structure by size of holding as registered in VPS on 11 April 2024

Number of shareholders

Number of shares

Holding

Stake

10

>1 000 000

34 068 082

49.0%

82

100 001-1 000 000

21 334 731

30.7%

357

10 001-100 000

10 382 919

14.9%

196

5 001-10 000

1 468 900

2.1%

698

1 001-5 000

1 792 601

2.6%

3 589

1-1 000

524 973

0.8%

4 932

Total

69 572 206

100.0%

Arribatec Group ASA | Annual report 2023

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Board of Directors report

Board of Directors report | Shareholder information

Board of Directors report | Shareholder information

2021 Artbox Report Template All rights reserved © Artbox AS 2021

Condensed consolidated financial statements & notes ^

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

31

Financial statements

Financial statements

2021 Artbox Report Template All rights reserved © Artbox AS 2021

Consolidated statements of profit and loss

NOK thousand

Note

Full year 2023

Full year 2022

Revenue

3 , 21

572,981

504,968

Materials, software and services

4

(132,673)

(115,035)

Gross profit

440,308

389,934

Salary and personnel costs

5 , 6

(346,608)

(338,800)

Other operating expenses

7

(69,236)

(85,241)

Total operating expenses

(415,845)

(424,041)

EBITDA

24,463

(34,107)

Depreciation, amortisation and impairment

8 , 9 , 10

(48,307)

(56,232)

EBIT

(23,844)

(90,339)

Financial income

11

3,208

5,191

Financial expense

11

(9,414)

(5,280)

Profit/(loss) before tax

(30,050)

(90,428)

Tax expense

12

6,998

7,035

Profit/(loss) after tax

(23,053)

(83,393)

Attributable to:

Equity holders of the parent company

(23,053)

(83,393)

Earnings per share: basic

13

(0.33)

(0.13)

Earnings per share: diluted

13

(0.33)

(0.13)

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Financial statements

Financial statements | The Group

Financial statements | The Group

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Consolidated statement of other comprehensive income

NOK thousand

Full year 2023

Full year 2022

Profit/(loss) after tax

(23,053)

(83,393)

Items that may be classified subsequently to profit or loss

Foreign currency translation differences - foreign operations

3,087

282

Other comprehensive income/(loss) for the period

3,087

282

Total comprehensive income/(loss) for the period

(19,965)

(83,111)

Attributable to:

Equity holders of the parent company

(19,965)

(83,111)

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Financial statements

Financial statements | The Group

Financial statements | The Group

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Consolidated statement of financial position

NOK thousand

Note

31 Dec 2023

31 Dec 2022

ASSETS

Non-current assets

Property, Plant and equipment

8

6,436

6,517

Right-of-use assets

9

28,442

41,719

Goodwill

10 , 14

206,457

204,581

Customer relations

10 , 14

24,125

34,637

Other Intangible assets

10 , 14

43,771

41,934

Other non-current assets

17

3,989

5,323

Deferred tax assets

12

18,998

12,322

Total non-current assets

332,217

347,034

Current assets

Accounts receivable

18 , 19

90,898

88,214

Contract assets

21

24,244

16,276

Inventory

22

1,548

3,777

Other current assets

19 , 20

13,267

19,612

Cash and cash equivalents

23

39,371

40,449

Total current assets

169,329

168,328

TOTAL ASSETS

501,545

515,362

NOK thousand

Note

31 Dec 2023

31 Dec 2022

EQUITY AND LIABILITIES

Equity

Share capital

24

194,802

193,361

Other paid in capital

214,085

215,645

Exchange differences

3,767

679

Other equity

(150,191)

(127,758)

Total equity

262,463

281,927

Non-current liabilities

Interest bearing loans

19 , 26

12,928

18,883

Non-current lease liabilities

9 , 19

16,836

26,727

Other non-current financial liabilities

19

1,804

967

Deferred tax liabilities

12

7,786

10,590

Provisions

28

10,685

14,202

Total non-current liabilities

50,038

71,369

Current liabilities

Interest bearing loans - current portion

19 , 26

26,460

12,328

Current lease liabilities

9 , 19

12,909

16,765

Accounts payable

19 , 29

39,816

31,879

Contract liabilities

19 , 20 , 21

24,319

16,476

Current tax payable

12 , 19

1,669

650

Other current liabilities

19 , 29

83,869

83,969

Total current liabilities

189,044

162,066

Total liabilities

239,082

233,435

TOTAL EQUITY AND LIABILITIES

501,545

515,362

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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Financial statements

Financial statements | The Group

Financial statements | The Group

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Consolidated statement of changes in equity

Equity related to the shareholders of the parent company

Restricted

NOK thousand

Note

Share capital

Other paid in capital

Exchange differences

Other equity

Total Equity

Balance on 1 January 2022

163,773

196,700

398

(44,365)

316,506

Result of the period

(83,393)

(83,393)

Other comprehensive income for the period

282

282

Total comprehensive result for the period

-

-

282

(83,393)

(83,111)

Capital issue, April

24

28,000

22,000

50,000

Share issue, repair offer, July

24

1,015

798

1,813

Share consideration relating to acquisition of Integra

(2,872)

(2,872)

Capital issue in relation to acq. of Integra, Nov

24

573

2,299

2,872

Share issue cost

(3,280)

(3,280)

Closing balance 31 Dec 2022

193,361

215,645

679

(127,758)

281,927

Balance on 1 January 2023

193,361

215,645

679

(127,758)

281,927

Result of the period

(23,053)

(23,053)

Other comprehensive income for the period

3,087

3,087

Total comprehensive result for the period

-

-

3,087

(23,053)

(19,965)

Capital issue, Feb

24

0

0

Share issue cost

24

(118)

(118)

Share consideration relating to acquisition of Integra

24

(8,409)

(8,409)

Capital issue in relation to acq. of Integra, Dec

1,442

6,968

8,409

Share option cost

24

620

620

Closing balance 31 Dec 2023

194,802

214,085

3,767

(150,191)

262,463

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Financial statements

Financial statements | The Group

Financial statements | The Group

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Consolidated statement of cash flow

NOK thousand

Note

Full year 2023

Full year 2022

Operating activities

Profit/(Loss) before tax

(30,050)

(90,428)

Taxes paid

(2,192)

(1,566)

Adjustments for:

- Finance income and expense

11

6,203

73

- (Increase)/decrease in trade receivables

(2,684)

460

- (Decrease)/increase in trade payables

7,937

10,652

- Depreciation and amortisation

8 , 9 , 10

48,488

50,618

- Impairment losses on intangible assets

10

-

5,614

Calculated cost of employee share option program

620

-

Change in other current accounts

5,340

(2,190)

Net cash flows operating activities

33,663

(26,766)

Investing activities

Sale of intangible asset

-

9,347

Cash consideration earn-out payment

(3,704)

-

Purchase of property, plant and equipment

8

(2,693)

(1,964)

Purchase and development of intangible assets

10

(16,502)

(13,881)

Interest received

563

291

Net cash flows investing activities

(22,336)

(6,207)

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Financial statements

Financial statements | The Group

Financial statements | The Group

2021 Artbox Report Template All rights reserved © Artbox AS 2021

NOK thousand

Note

Full year 2023

Full year 2022

Financing activities

Change in overdrafts

26

12,677

(2,432)

Repayment of debt

26

(6,173)

(5,464)

Interest paid

(1,161)

(697)

Received Gov.grants (SkatteFUNN)

3,301

3,493

Instalments lease liabilities

(20,038)

(15,932)

Proceeds from shares issued

0

51,813

Share issue cost

(118)

(3,280)

Net cash flows financing activities

(11,511)

27,501

Net change in cash and cash equivalents

(184)

(5,472)

Cash and cash equivalents at beginning of period

40,449

43,758

Currency translation

(893)

2,163

Cash and cash equivalents at end of period, incl. restricted cash

39,371

40,449

-whereof restricted cash

12,111

13,492

Oslo 24 April 2024

The board of Arribatec Group ASA

Signed

Martin Nes

chairman of the board

Øystein Stray Spetalen

member of the board

Kristin Hellebust

member of the board

Terje Mjøs

member of the board

Linn Katrine Høie

member of the board

Geir Johansen

Group CEO

Arribatec Group ASA | Annual report 2023

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Financial statements

Financial statements | The Group

Financial statements | The Group

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Notes to the financial statements

Note 1 Corporate information

The Parent Company Arribatec Group ASA (publ) (“Arribatec”), with Norwegian corporate identity number 979 867 654 is a public limited liability company, incorporated in Norway. The registered address is Lørenfaret 1B, NO-0585 Oslo. The company’s shares are traded in Norway on the Oslo Stock Exchange, Oslo Børs. ticker ARR.

The principal activities of the company and its subsidiaries (the Group) are to be a software and consulting company. With a customer centric engagement model, combined with a deep system-, integra-tion- and domain competence, Arribatec builds long-term strategic partnership with a broad customer base. Arribatec serves more than 1 000 entities spread over 20 countries and various industries, both in the private and public sector. The activities are further described in Note 3.

The Annual Report and Parent Company Report for Arribatec Group ASA (publ) were adopted by the Board of Directors on 24 April 2024 and will be submitted for approval to the Annual General Meeting 27.05.2024.

Note 2 Basis for preparation

The financial accounts for Arribatec Group ASA as “the Parent company” together with its controlled subsidiaries, together called “the Group” have been prepared in accordance with International Financial Reporting Standards as adopted by the EU (IFRS), relevant interpretations, and the Norwegian Accounting Act. The Parent company has NOK as its functional currency. The consolidated finan-cial accounts are presented in NOK.

All presented figures in this interim report have been rounded and consequently, the sum of individual figures can deviate from the presented total figure.

The Group has prepared the financial statements on the basis that it will continue to operate as a going concern.

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Financial statements

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Financial statements | The Group

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2022

NOK thousand

Business services

EA & BPM

Cloud

Hospitality

Marine

Corporate

Eliminations

Total

Revenue

291 362

89 789

113 726

3 642

47 066

1 166

(41 781)

504 968

Materials, software and services

(64 177)

(19 812)

(48 862)

1 948

(6 365)

(17 561)

39 794

(115 035)

Gross margin

227 185

69 977

64 864

5 590

40 701

(16 395)

(1 988)

389 934

Salary and personnel costs

(177 970)

(52 108)

(41 291)

(10 192)

(39 066)

(18 172)

0

(338 800)

Other operating expenses

(21 768)

(5 437)

(22 031)

(3 678)

(11 702)

(22 613)

1 988

(85 241)

Total operating expenses

(199 739)

(57 545)

(63 322)

(13 870)

(50 768)

(40 785)

1 988

(424 041)

EBITDA

27 446

12 432

1 542

(8 280)

(10 067)

(57 180)

0

(34 107)

Depreciation, amortisation and impairment

(15 110)

(5 707)

(7 116)

(2 762)

(14 696)

(10 842)

0

(56 232)

EBIT

12 336

6 725

(5 573)

(11 042)

(24 764)

(68 022)

0

(90 339)

Gross margin %

78.0%

77.9%

57.0%

153.5%

86.5%

na

na

77.2%

EBITDA %

9.4%

13.8%

1.4%

(227.4%)

(21.4%)

na

na

(6.8%)

EBIT %

4.2%

7.5%

(4.9%)

(303.2%)

(52.6%)

na

na

(17.9%)

Arribatec Group ASA | Annual report 2023

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Financial statements

Financial statements | The Group

Financial statements | The Group

2021 Artbox Report Template All rights reserved © Artbox AS 2021

Consulting services

Consulting services mainly come from time and material projects. The revenue is recognised as revenue as they are delivered to the customer every month. A receivable is recognised at the time of invoicing as this is the point in time when the right to consideration becomes unconditional.

Recurring revenue

Sale of licenses

A license establishes the customer’s rights related to a company’s intellectual property (IP) and the obligations of the company to provide those rights. IFRS 15 distinguishes between whether the license provides a” right to use” or a “right to access” IP. This impacts the timing of revenue recognition.

In most cases, the sale of licenses is part of SaaS contracts. Arribatec in some instances has contracts that include the sale of licenses only. Arribatec has analyzed its (partner) licensing contracts and concluded that it controls the license before it is transferred to the customer since Arribatec has legal ownership, physical possession, and the risk and reward of ownership before being transferred to the customer. Arribatec is therefore the principal in the customer contract.

When Arribatec licenses are distinct on-premises licenses (soft-ware installed on customers’ server), these fall under the category “right-to-use” since the license grants the right to the IP “as is” when delivered. The distinct on-premises licenses pricing model is a one-time fixed fee. Revenue is recognised at the point in time when the customer is provided with the ability to use the software. The fee is recognised as a revenue at the point of time when the customer has received legal title and physical possession, and the customer has accepted the license. Generally, this is at the beginning of the license period.

When Arribatec license cloud-based subscription licenses (“right to access”), the license is not considered distinct from the online/hosting service. Revenue is recognised over time, over the license/contract period, as the customer is receiving and consuming the benefits of access to the cloud-based license on an ongoing basis. The cloud-based subscription licenses are sold for a fixed annual or monthly fee. Revenue is recognised linearly over the subscription time.

Software as a service (SaaS)

Software is provided over time to an end customer from a Data Center managed or contracted by Arribatec. The obligations in the SaaS contract are to offer cloud-based access to the license (owned by Arribatec), maintenance of the utility of the software, including rights to updates and future releases, and in some contracts, provide support.

The customer will purchase and obtain control of the software on a subscription or consumption basis. Revenue is therefore recognised periodically over the life of the SaaS contract.

In some cases, Arribatec has a separate installation and implementation contract regarding the same customer projects. When these contracts are negotiated close in time to each other, Arribatec considers whether the two contracts have been negotiated as a package with a single commercial objective, or not. If this is the case the two contracts are combined. If not, they are accounted for separately.

The implementation and installation services are capable of being distinct and distinct within the context of these contracts. This is concluded based on an analysis of the different deliveries and the performance obligations in the contract. Arribatec has therefore concluded that there are generally two distinct performance obliga-tions in the two combined contracts. When there are two combined contracts, the transaction price is allocated between the two

performance obligations based on relative stand-alone prices that are estimated based on the pricing of each element in the contract like hours, contract length, and options to extend the contract.

Arribatec’s performance obligation under the installation and integra-tion contract is satisfied over time because the consulting services does not create an asset that Arribatec could use for an alternative purpose and Arribatec has an enforceable right to payment for the hours worked. Revenue is accordingly recognised over time as the installation and integration is performed based on the hours worked.

Managed services

Under the managed services contracts Arribatec helps customers operate their IT environments, either on-premises or from the cloud. Managed services contracts are delivered at a fixed price and a minimum commitment to the customers, on a long-term contract. Additional work above the agreed level is considered normal consulting services.

Arribatec delivers an integrated set of services as defined in the managed service agreement. The customer receives and consumes the benefits from the Managed services as Arribatec performs under the contract. Therefore, the performance obligation is satisfied over time and revenue is recognised over time.

One-time revenue from third party hardware

In some contracts, Arribatec delivers both physical hardware and installation of software on the hardware, e.g. for self-service /check-in kiosks. In such cases, the hardware product is considered as a separate contract obligation that is recognised as revenue when it is installed.

Arribatec Group ASA | Annual report 2023

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Financial statements | The Group

Financial statements | The Group

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Disaggregation of revenue

In the following table, revenue is disaggregated by primary Business area, geography and recurrence. In presenting the geographic information, revenue has been based on the geographic location of the legal entity. The table shows external revenue.

Full year 2023

NOK thousand

Consulting services

Recurring Revenue

One-time revenue

Total

Norway

169 368

174 273

16 463

360 104

Business services

70 912

51 921

1 577

124 411

EA & BPM

77 521

29 439

3 119

110 080

Cloud

16 716

89 714

8 208

114 638

Hospitality

4 219

3 207

3 478

10 903

Corporate

0

(9)

81

72

Continental Europe

86 016

15 900

6 874

108 790

Business services

67 762

7 446

411

75 619

Marine

18 254

8 454

6 463

33 171

UK

46 581

17 291

571

64 442

Business services

46 581

17 291

571

64 442

Americas

31 167

6 714

1 764

39 645

Business services

24 496

0

692

25 188

Marine

6 670

6 714

1 072

14 456

Total revenue

333 131

214 177

25 672

572 981

Full year 2022

NOK thousand

Consulting services

Recurring Revenue

One-time revenue

Total

Norway

140 157

149 666

15 472

305 295

Business services

65 425

46 299

876

112 601

EA & BPM

59 512

23 995

5 402

88 909

Cloud

13 966

78 095

8 170

100 230

Hospitality

1 253

1 286

1 023

3 562

Corporate

0

(8)

0

(8)

Continental Europe

95 440

14 457

5 262

115 159

Business services

72 401

6 952

247

79 601

Marine

23 039

7 505

5 015

35 558

UK

33 955

13 454

557

47 966

Business services

33 955

13 454

557

47 966

Americas

28 902

6 917

728

36 548

Business services

25 075

21

236

25 333

Marine

3 827

6 896

492

11 215

Total revenue

298 454

184 495

22 019

504 968

Arribatec Group ASA | Annual report 2023

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Financial statements

Financial statements | The Group

Financial statements | The Group

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Note 4 Materials, software and services

Materials, software and services represent the external cost of operations and are expensed when the revenue and cost occurs.

The cost of finished goods and work in progress comprises design costs, raw materials, direct labour and other direct costs. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

It excludes borrowing costs and own operating cost.

NOK thousand

2023

2022

Hired consultans

(40 302)

(48 851)

Hardware for resale

(8 999)

(7 738)

Software for resale

(66 896)

(58 212)

Other

(16 475)

(234)

Total materials, software and services

(132 673)

(115 035)

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Financial statements

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Financial statements | The Group

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Note 7 Other operating expense

NOK thousand

2023

2022

Marketing cost

(4 966)

(4 385)

Rental and leasing cost1

(8 145)

(8 750)

Travel cost

(11 348)

(7 929)

Fees for external services

(18 784)

(29 261)

IT and communication cost

(16 992)

(19 829)

Loss on sale of intangible fixed assets

0

(4 241)

Other operating cost2

(9 001)

(10 846)

Total operating expenses

(69 236)

(85 241)

1Includes common cost related to premises, such as electricity, cleaning, moving cost and cost in relation to non-material leasing contracts.

2Includes coursing, representation cost, mobile usage for employees, insurance premiums and other office expense

NOK thousand

2023

2022

Specification of auditor’s fee

Statutory audit

(1 224)

(2 988)

Other assurance services

(11)

(62)

Other non-assurance services

(132)

(306)

Total

(1 366)

(3 355)

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Financial statements | The Group

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Note 9 Right-of-use assets and lease liabilities

Right of use assets and Lease liabilities

The Group recognises leasing contracts as Right of use assets and lease liabilities. The exemptions are short term leases (defined as twelve months or loss) and/or low value assets. Contracts not mate-rial to IFRS 16 are expensed in P&L as they occur.

Leases that fulfill the criteria are recognised in balances sheet and the Group recognises the lease payments as other operating expenses in the statement of profit or loss when they incur.

The lease term represents the non-cancellable period of the lease, together with estimated periods where the option to extend or termi-nate contracts when the Group is reasonably certain to exercise this option. This is mainly valid for facility agreements that are about to expire, but there is no plan to change location.

The Group presents its lease liabilities as separate line items in the statement of financial position.

Right-of-use assets

NOK thousand

Buildings

Vehicles

Hardware

Other

Total

Right-of-use assets per 1 Jan 2022

18 149

430

3 139

8 548

30 266

Addition of right-of-use assets

18 336

0

37

9 836

28 209

Depreciation in the period

(10 791)

(345)

(1 561)

(4 518)

(17 215)

Reclassification

6 631

1

191

(6 822)

0

Translation difference

447

3

9

0

459

Right-of-use assets per 1 Jan 2023

32 773

89

1 814

7 043

41 719

Addition of right-of-use assets

4 740

724

1 135

270

6 869

Correction of initial index regulation, addition part

(1 372)

0

0

0

(1 372)

Depreciation in the period

(13 320)

(235)

(1 650)

(3 458)

(18 663)

Correction of initial index regulation, reversal of depr. prev.years

180

0

0

0

180

Reclassification between categories

(41)

41

0

0

0

Disposals

(952)

0

0

0

(952)

Translation difference

657

1

1

0

659

Carrying amount of right-of-use assets, end of period

22 665

620

1 299

3 856

28 442

Remaining lease term

1-5 years

1-4 years

1-3 years

1-3 years

Depreciation method

Linear

Linear

Linear

Linear

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Financial statements | The Group

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Note 10 Intangible assets

Acquisition costs

Acquisition costs incurred are expensed and included in operating expenses. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in the income statement as financial income or expense.

Government grants

Government grants are recognised when there is reasonable assur-ance that the grant will be received, and all associated conditions will be complied with. When the grant relates to an asset, it reduces the carrying amount of the asset. The grant is then recognised in profit or

loss over the useful life of the depreciable asset by way of a reduced depreciation charge. During 2023, Arribatec received government grants in the form of SkatteFUNN in relation to a development project of 0.6m NOK in 2023 (1.0m NOK).

2023

NOK thousand

Goodwill

Customer relations

Other intangible assets; Custom software

Other intangible assets; Technical software

Other intangible assets; Licenses

Total

Cost at 1 Jan 2023

204 581

56 799

51 883

13 654

7 752

334 669

Additions

0

0

0

0

3 634

3 634

Additions - internally developed

0

0

12 868

0

0

12 868

Less government grants

0

0

(604)

0

0

(604)

Reclassifications‌1

0

0

(2 249)

2 249

7

7

Disposals

0

0

(5 559)

(0)

(161)

(5 720)

Translation difference

1 875

1 541

1 099

937

71

5 523

Cost, end of period

206 457

58 340

57 438

16 839

11 303

350 377

Accumulated amortisations at 1 Jan 2023

0

(22 162)

(21 290)

(6 684)

(3 381)

(53 517)

Amortisation

0

(11 721)

(9 969)

(3 086)

(2 165)

(26 941)

Reclassifications‌1

0

0

1 253

(1 253)

(7)

(7)

Disposals

0

0

5 559

(0)

84

5 644

Translation difference

0

(332)

(399)

(423)

(50)

(1 204)

Accumulated amortisation and impairment, end of period

0

(34 215)

(24 845)

(11 446)

(5 518)

(76 024)

Carrying amount at 31 Dec 2023

206 457

24 125

32 593

5 393

5 785

274 352

Useful life

Infinite

5 yrs

5–10 yrs

5 yrs

3–10 yrs

1Reclassifications made between categories

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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Financial statements

Financial statements | The Group

Financial statements | The Group

2021 Artbox Report Template All rights reserved © Artbox AS 2021

2022

NOK thousand

Goodwill

Customer relations

Other intangible assets;Custom software

Other intangible assets;Technical software

Other intangible assets;Licenses

Total

Cost at 1 Jan 2022

205 279

57 526

29 975

54 353

4 979

352 112

Additions

0

0

887

0

1 240

2 127

Additions - internally developed

0

0

11 755

0

0

11 755

Less government grants

0

0

(1 006)

0

0

(1 006)

Reclassifications1

0

(691)

44 003

(32 619)

1 551

12 244

Sale of asset

(910)

0

0

(9 202)

0

(10 113)

Disposals

0

0

(35 302)

0

0

(35 302)

Translation difference

213

(36)

1 570

1 122

(17)

2 852

Cost, end of period

204 581

56 799

51 883

13 654

7 752

334 669

Accumulated amortisations at 1 Jan 2022

0

(11 495)

(10 093)

(13 523)

(643)

(35 755)

Amortisation

0

(11 360)

(13 962)

(3 887)

(1 689)

(30 898)

Impairment

0

0

(5 606)

0

0

(5 606)

Reclassifications1

0

691

(19 283)

7 614

(1 054)

(12 032)

Sale of asset

0

0

0

3 527

0

3 527

Disposals

0

0

28 408

0

0

28 408

Translation difference

0

2

(754)

(416)

6

(1 163)

Accumulated amortisation and impairment, end of period

0

(22 162)

(21 290)

(6 684)

(3 381)

(53 517)

Carrying amount at 31 Dec 2022

204 581

34 637

30 593

6 969

4 372

281 152

Useful life

Infinite

5 yrs

5–10 yrs

5 yrs

3–10 yrs

1Reclassifications made between categories

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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Financial statements

Financial statements | The Group

Financial statements | The Group

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Note 11 Financial items and risks

NOK thousand

2023

2022

Finance income

Interest income

563

291

Realized foreign exchange gains

2 149

2 153

Net unrealized foreign exchange gains

381

1 522

Other financial income

115

1 225

Total financial income

3 208

5 191

Finance expenses

Interest on debts and borrowings

(1 161)

(697)

Interest expense on lease liabilities

(1 171)

(1 236)

Realized foreign exchange losses

(4 131)

(1 998)

Other financial expenses

(2 952)

(1 350)

Total financial expenses

(9 414)

(5 280)

Net financial items

(6 206)

(89)

Financial risk

In Arribatec, risks as currency risk, interest rate risk and other price risk are all factors that could have a negative impact on the ability of the Group to achieve its business objectives. All economic activities are associated with risk. To manage risk in a balanced way, it must first be identified and assessed. Arribatec conducts risk management at both a Group and company level, where risks are evaluated systematically.

The following summary is by no means comprehensive but offers an overview of all material financial risk factors that are considered important for Arribatec’s future development.

Risks associated with changes in economic conditions are managed through regular checks on developments in each country.

Currency risk

Currency risk refers to the risk that the fair value of future cash flows, cash and financial instruments may shift as a result of changes in exchange rates. Transactions in foreign currency in each entity are converted at the exchange rate on the transaction date. Monetary items in foreign currency are converted to NOK using the exchange rate at the balance sheet date. Non-monetary items measured at the historical rate expressed in a foreign currency are converted into NOK using the exchange rate on the transaction date.

The currency risk is limited in Arribatec as few balance items are posted in foreign currency per 31.12.2023 in each subsidiary. The risk is in the conversion of foreign operation into NOK in consolidation.

Interest rate risks

Interest risk is related to the risk the Group is exposed to from changes in the market’s interest rate which can affect the net profit. The Group’s main interest rate risk arises from long-term borrowings with variable rates, which amounted to NOK 39.4m on 31 December 2023 (2022: NOK 31.2m). The loan carries a variable interest rate based on the interbank rate in each currency with a margin. Any annualized increase or decrease by 100 basis point would increase/decrease the Groups loss before tax by appr. NOK 0.3m (NOK 0.3m).

The Group continuously assesses and monitors interest rate risk and exposure. Based on these assessments, the group also assesses alternative financing and hedging.

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Financial statements | The Group

Financial statements | The Group

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Note 13 Earnings per share

Basic earnings per share (EPS) are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in Issue during the year according to the following number of outstanding shares.

Issued shares and share capital

Number of shares

Share Capital (NOK)

31 December 2022

690 573 217

193 360 501

Capital issue, February

3

1

Reverse share split (10:1), March

(621 515 898)

Capital issue, December

514 884

1 441 675

31 December 2023

69 572 206

194 802 177

Diluted EPS amounts are calculated by dividing the profit attributable to ordinary equity holders of the Company by weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be Issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The following reflects the Income and share data used in the basic and diluted EPS calculations:

NOK

2023

2022

Net profit/(loss) to equity holders

(23 052 518)

(83 393 192)

Total

(23 052 518)

(83 393 192)

Number of shares (in thousands)

Weighted average number of ordinary shares

69 057 322

658 988 513

Effects of dilution, weighted average

371 097

5 663 984

Weighted average number of shares, adjusted for effects of dilution

69 428 419

664 652 497

Basic earnings per share

(0.33)

(0.13)

Diluted earnings per share

(0.33)

(0.13)

In 2023, part of the share consideration for Integra was still outstanding. This was settled during 2024.

Effects of dilution

NOK

2023

2022

Share consideration outstanding Integra

371 097

5 663 984

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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Financial statements | The Group

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Note 15 Business Combinations

During 2022 or 2023, Arribatec did not acquire any shares in companies. During 2021, Arribatec acquired shares in the companies mentioned below and consequently controls the subsidiaries from the date of acquisition. In the purchase price allocations (PPA), the assets and liabilities of the companies have been measured at the estimated fair value on the acquisition date.

The purchase price allocation identified fair value adjustments on Intangible assets like customer relations and software and deferred tax liabilities/assets. The residual value of the purchase price alloca-tion is allocated to goodwill.

Arribatec acquired five companies during 2021 within IT and operation technology. The acquisitions are carried out in line with Arribatec ́s strategy.

The labor force and “going concern’’ elements are the main part of the acquired excess value and has been allocated to goodwill in accord-ance with IFRS 3. Goodwill in relation to the acquisition is related to different CGU’s as according to Note14.

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Financial statements | The Group

Financial statements | The Group

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Note 25 Long term incentive plan

During 2023, a long-term incentive plan in the form of a share-based remuneration program has been launched within Arribatec, with the intention to incentivize and retain key employees.

The program is an equity-settled option plan where one option gives the right to acquire one share in Arribatec Group ASA on the exercise date. There is no cash settlement for the employee at the grant date.

No shares have yet been vested through the program. The shares currently held by certain members of management or other employees were acquired at market conditions.

Measurement of fair values

The Black-Scholes-Merton Option Pricing Model is used for valuing the share options. The measure of the expected volatility in the option pricing model has been calculated as the annualized standard deviation of the continuously compounded rates of return on the share over a period of time.

The options are vested over a period of three years and the employee continues to be employed by the group.

Total costs and Social Security Provisions

NOK thousand

Total IFRS cost 2023

619 924

Total Social security provisions 2023

0

Total costs and Social Security Provisions

Instrument

Option

Quantity 31.12.2023 (instruments)

3 303 240

Quantity 31.12.2023 (shares)

3 303 240

Contractual life‌1

5.00

Strike price‌1

5.25

Share price‌1

4.63

Expected lifetime‌1

3.00

Volatility‌1

65.66%

Interest rate‌1

3 965%

Dividend‌1

0.00

FV per instrument‌1

1.97

1Weighted average parameters at grant of instrument

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Financial statements | The Group

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Note 26 Interest bearing debt

NOK thousand

Debt financial institutions

Type

Currency

Facility limit

Interest rate

Year of maturity

31 Dec 2023

31 Dec 2022

Danske Bank

Revolving credit facility

NOK

20 000

NIBOR+2.75%

2024

19 458

6 750

DLL

Leasing & finance company

NOK

4.5%

2024

19

244

Bank Intesa, Italy

Unsecured bank facilities

EUR

EURIBOR+1.95%-2.40%

2027

7 896

8 411

Bank Progetto, Italy

Unsecured bank loan

EUR

EURIBOR+5%

2025

3 671

5 759

Bank Carige, Italy

Unsecured bank loan

EUR

1.3%

2027

5 681

6 863

Bank Passadore, Italy

Unsecured bank loan

EUR

EURIBOR+1.5%

2028

2 663

3 154

Italian banks, ref above

Revolving credit facility

EUR

1.0-4.75%

2023

0

29

Total

 

 

 

 

39 388

31 211

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Arribatec Group ASA | Annual report 2023

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Financial statements

Financial statements | The Group

Financial statements | The Group

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Income statement of Arribatec Group ASA

NOK thousand

Note

2023

2022

Operating income and operating expenses

Sales revenue

499

0

Other income

1 266

4 360

Total income

1 765

4 360

Raw materials and consumables used

(3 225)

(21 154)

Employee benefits expense

2

(23 315)

(16 567)

Depreciations, amortisation and impairment of tangible and intanglible fixed assets

7 , 8

(1 744)

(5 253)

Other expenses

3

(297)

(3 449)

Total expenses

(28 581)

(46 424)

Operating profit/loss

(26 816)

(42 063)

Financial income and expenses

Dividend from other group companies

1 812

0

Other interest income

2 512

1 416

Other financial income

4

582

1 687

Other interest expenses

(2 975)

(1 197)

Other financial expenses

5

(3 304)

(2 335)

Net financial items

(1 374)

(430)

Result before tax

(28 190)

(42 493)

Tax expense‌ 1

6

6 139

712

Result for the year

12

(22 051)

(41 781)

Allocation of result for the year

Other equity‌ 1

(22 051)

(41 781)

Total brought forward

(22 051)

(41 781)

1 2022 restated after correction of filed tax, see No te 6

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Arribatec Group ASA | Annual report 2023

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Financial statements

Financial statements | Parent company

Financial statements | Parent company

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Balance sheet of Arribatec Group ASA

NOK thousand

Note

2023

2022

ASSETS

Non-current assets

Intangible assets

Licences, patents etc.

8

4 442

6 005

Deferred tax assets‌ 1

6

15 076

8 937

Total intangible assets

19 517

14 942

Property, plant and equipment

Equipment, fixtures and fittings and other movables

939

1 010

Total property, plant and equipment

7

939

1 010

Non-current financial assets

Investments in other group companies

9 , 10

322 011

309 969

Loans to group companies

9 , 10

49 522

30 413

Other long-term receivables

10

3 386

3 386

Total non-current financial assets

374 919

343 767

Total non-current assets

395 376

359 720

NOK thousand

Note

2023

2022

Current assets

Inventories

Inventories

0

2 877

Total Inventories

0

2 877

Receivables

Accounts receivables

85

70

Accounts receivables from group companies

9

13 654

36 670

Other short-term receivables

2 272

1 422

Receivables from group companies

9

5 907

12 349

Total receivables

21 918

50 511

Bank deposits, cash and cash equivalents

Bank deposits, cash and cash equivalents

11

1 278

3 469

Total bank deposits, cash and cash equivalents

1 278

3 469

Total current assets

23 196

56 856

Total assets

418 572

416 577

1 2022 restated after correction of filed tax, see No te 6

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Arribatec Group ASA | Annual report 2023

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Financial statements | Parent company

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Balance sheet of Arribatec Group ASA

NOK thousand

Note

2023

2022

Equity and liabilities

Equity

Paid in equity

Share capital

12

194 802

193 361

Other paid in capital

217 004

215 645

Total paid-in equity

411 806

409 005

Retained earnings

Other equity‌ 1

(81 530)

(68 508)

Total retained earnings

(81 530)

(68 508)

Total equity

1 3

330 275

340 497

NOK thousand

Note

2023

2022

Liabilities

Other non-current liabilities

Liabilities to group companies

9

11 346

16 669

Total non-current liabilities

11 346

16 669

Current liabilities

Liabilities to financial institutions

19 458

32 314

Accounts payable

3 782

6 127

Public duties payable

1 515

1 722

Liabilities to group companies

9

40 482

2

Other current liabilities

14

11 713

19 245

Total current liabilities

76 950

59 410

Total liabilities

88 297

76 079

Total equity and liabilities

418 572

416 577

1 2022 restated after correction of filed tax, see No te 6

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Financial statements | Parent company

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Statement of cash flow of Arribatec Group ASA

For the year ended 31 December

NOK thousand

2023

2022

Operating activities

Profit/(Loss) before tax

(28 190)

(42 493)

Adjustments for:

- (Increase)/decrease in accounts receivable

28 593

5 569

- (Decrease)/Increase in accounts payable

(2 345)

(37 361)

- Depreciation, amortisation and impairment

1 744

5 253

Change in other current assets/ liabilities

(35 369)

(17 475)

Net cash flows operating activities

(35 568)

(86 507)

Investing activities

Capitalized tangible and intangible assets

0

2 738

Net cash flows investing activities

0

2 738

Financing activities

Change in overdraft

21 547

32 314

Other changes in equity

11 947

51 813

Share issue costs

(118)

(3 280)

Net cash flows financing activities

33 377

80 847

Net change in cash and cash equivalents

(2 191)

(2 922)

Cash and cash equivalents at beginning of period

3 469

6 391

Cash and cash equivalents at end of period

1 278

3 469

whereof restricted cash

1 277

763

Oslo 24 April 2024

The board of Arribatec Group ASA

Signed

Martin Nes

chairman of the board

Øystein Stray Spetalen

member of the board

Kristin Hellebust

member of the board

Terje Mjøs

member of the board

Linn Katrine Høie

member of the board

Geir Johansen

Group CEO

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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Financial statements | Parent company

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Arribatec Group ASA

Notes to the financial statement

Accounting principles

Basis for preparation of the company accounts

The annual accounts are set up in accordance with the Accounting Act of 1998, Norwegian accounting principles (NGAAP) and generally accepted Norwegian accounting best practice (NGRS). The annual accounts consist of the income statement, balance sheet, cash flow statement and notes. The annual accounts constitute a whole.

The most important accounting principles that are used in the prepa- ration of the annual accounts are as follows:

Currency

Monetary items in foreign currencies are valued at the year-end exchange rate. Other assets and liabilities in foreign currency are valued according to general valuation regulations.

Revenue

Revenues mainly consist of sales of services to other companies in the group. The company recognises revenue when it transfers control of a good or service to a customer. Dividends and group contributions from subsidiaries are recognised in the same year in which they are earned in the underlying companies, and when such distributions are expected to be resolved, and are included in the underlying compa- nies’ annual accounts. Interest income is entered as it is earned.

Defined contribution pension schemes

The obligations of the Company related to payments of defined contribution retirement plans are expensed in the income statement as they are earned by the employee for services conducted on behalf of the employer during the period. All employees are included in the same pension scheme.

Classification of assets and liabilities

Fixed assets and long-term liabilities consist of items expected to be settled more than twelve months after the balance sheet date. Current assets and current liabilities consist of amounts that are expected to be settled within twelve months after the balance sheet date.

Fixed assets are valued at historical cost but written down to actual value when the reduction in value is not expected to be temporary. Fixed assets with a limited economic lifetime are depreciated in accordance with a depreciation plan. Long-term loans are recorded at the nominal received value at the time of establishment.

Current assets are valued at the lowest of the cost value and actual value. Long-term liabilities are recorded at the nominal received value at the time of establishment.

Receivables

Receivables are recorded at nominal value less provisions for expected losses. Provisions for losses are made based on an indi- vidual analysis of the individual receivables.

Use of estimates

Management has used estimates and assumptions that affect the income statement and the valuation of assets and liabilities, as well as contingent assets and liabilities on the balance sheet date during the preparation of the annual accounts in accordance with generally accepted accounting principles.

Contingencies and events after the Balance Sheet date

Contingent losses that are probable and quantifiable are expensed.

Cash Flow Statement

The cash flow statement is prepared according to the indirect method. Cash and cash equivalents include cash, bank deposits and other short-term liquid investments.

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Financial statements | Parent company

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Other operating expenses

NOK thousand

2023

2022

Consultants, etc

(4 655)

0

Legal costs

(1 011)

(5 301)

Computer and software costs

(8 024)

(2 822)

Leasing

(465)

(3 205)

Audit and accounting fees

(1 311)

(1 957)

Stock fees/Listing of shares

(314)

(219)

Other

15 482

10 054

Total other operating expenses

(298)

(3 449)

Specification of auditor’s fee

NOK thousand

2023

2022

Statutory audit

(444)

(1 448)

Other non-assurance services

(21)

(202)

Total

(465)

(1 649)

Leases where the most significant risks and returns associated with ownership of the asset are not acquired by the company are classified as operating lease agreements. Lease payments are classified as an operating expense and are recognised linearly over the contract period.

Future cash flow from lease contracts

NOK thousand

Less than 1 year

4 700

1-2 years

4 199

2-3 years

2 034

3-4 years

48

Future cash flow from lease contracts

10 981

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Arribatec Group ASA | Annual report 2023

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Financial statements | Parent company

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Property, plant and equipment

Tangible fixed assets are recognised at historical cost in the balance sheet, with a deduction for accumu- lated depreciation and any impairment. The write down is reversed when the basis for the write down no longer exists. Depreciation is made on a straight-line basis over the asset’s estimated useful life, which is assessed on an individual basis, ranging from five to ten years.

NOK thousand

Office equipment

Fixture and fittings

Other

Total

Cost at 1 January 2023

3 142

865

745

4 752

Additions

109

109

Disposals

(381)

(381)

Cost at 31 December 2023

3 142

484

854

4 481

Accumulated depreciation at 1 January 2023

(3 142)

(498)

(102)

(3 742)

Depreciation during the year

(66)

(113)

(180)

Disposals

381

381

Accumulated depreciation at 31 December 2023

(3 142)

(184)

(215)

(3 541)

Carrying amount at 31 December 2023

0

301

639

939

Useful life

5-10 yrs

5 yrs

5 yrs

Other intangible assets

Intangible fixed assets are recognised at cost in the balance sheet, with a deduction for accumulated depreciation and any impairment.

Amortisation is calculated using the straight-line method to allocate the cost over their useful lives of five to ten years.

NOK thousand

Custom

software

Licenses

Other

Total

Cost at 1 January 2023

8 202

1 544

101

9 847

Cost at 31 December 2023

8 202

1 544

101

9 847

Accumulated amortisation at 1 January 2023

(3 139)

(661)

(41)

(3 841)

Amortisation during the year

(1 245)

(309)

(10)

(1 564)

Accumulated amortisation at 31 December 2023

(4 384)

(970)

(51)

(5 405)

Carrying amount at 31 December 2023

3 818

574

50

4 442

Useful life

5-10 yrs

5 yrs

5 yrs

Arribatec Group ASA | Annual report 2023

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Financial statements

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Financial statements | Parent company

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Financial statements

Financial statements | Auditor’s report

Financial statements | Auditor’s report

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Arribatec Group ASA | Annual report 2023

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Financial statements | Auditor’s report

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Arribatec Group ASA | Annual report 2023

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Arribatec Group ASA | Annual report 2023

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Financial statements

Financial statements | Auditor’s report

Financial statements | Auditor’s report

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4. Equal treatment of shareholders and transaction with related parties

Class of shares: The Company has one class of shares, without any form of voting restriction imposed. Each share represents one vote at the Company’s General Meeting. The par value per share is NOK 2.80.

Pre-emption rights of existing shareholders

The Company’s existing shareholders have pre-emption rights to subscribe for shares in the event of share capital increase, unless special circumstances necessitate a deviation from this principle. Any decision to deviate from the pre-emption rights of existing share- holders shall be justified and in accordance with the authorization given to the Board of Directors from the General Meeting. The justifi- cation shall be publicly disclosed in a stock exchange announcement issued in connection with the increase in share capital.

Transactions with related parties

The Company’s board members, management and significant share- holders are considered related parties. Any transactions with related parties are carried out on an arm’s length basis. If the value of such a transaction is significant, the Board of Directors is responsible for assigning an independent third party to perform a valuation. Alternatively, the transaction in question can be treated as an issue at the General Meeting, in accordance with the Norwegian Public Limited Liability Companies Act.

5. Shares and negotiability

The shares in the Company are freely transferable, and there are no constraints in the Articles of Association preventing or contradicting this.

6. General meetings

The General Meeting is the main governing body of the Company. The Board shall facilitate so that all shareholders are given the opportunity to participate in General Meetings, and that the General Meetings are an effective forum for the views of shareholders and the Board of Directors.

Notification: No later than 21 days prior to the Annual General Meeting (“AGM”), an invitation will be made available on the Company’s website, www.arribatec.com . Supporting information on resolutions to be considered, as well as the recommendations of the Nomination Committee will be presented in due time before the AGM. The Board of Directors seeks to ensure that all shareholders are provided with sufficient information to form qualified views on the matters discussed at the General Meeting. The Company’s Articles of Association provide that the Company does not have to send docu- ments relating to matters to be considered by the General Meeting by mail to shareholders when these documents are made available on the Company’s website. Any such documents shall, however, be sent free of charge upon request from individual shareholders. Further, the right to participate and vote at the Company´s General Meeting can only be exercised for shares when the purchase of shares is listed in the shareholder register no later than five workdays prior to the General Meeting. Other than aforementioned, there are no provisions in the Articles of Association regarding General Meetings in the Company that deviates from the provisions of the Norwegian Public Limited Companies Act. The AGM will be held no later than 30 June each year. The AGM will be held in Oslo, unless otherwise is clearly specified.

Participation by shareholders in absentia: Shareholders that are unable to attend the General Meeting in person, are encouraged to vote by proxy. In connection with any General Meeting, the Company provides information on proxy voting, designates a person who will be available to vote on behalf of the shareholders in question and prepare a form for the appointment of a proxy.

Attendance, agenda and execution: Board members, the Nomination Committee and the auditor are encouraged to attend the General Meeting in person. The Company will make arrangements to ensure that an independent chairman for the General Meeting can be elected. The company will conduct General Meetings by way of web meetings if the situation requires it.

7. Nomination Committee

Requirements for the Company’s Nomination Committee are outlined in the Articles of Association, §6. According to the Company’s Articles of Association, the Company shall have a Nomination Committee consisting of 2-5 members by the further decision of the General Meeting. Pursuant to the guidelines for the Nomination Committee, the Nomination Committee shall, inter alia, assess the need for change in the Board of Directors, propose candidates for election to the Board of Directors, and propose remuneration to be paid to such members. The Nomination Committee is responsible for assessing the need for change in the Board of Directors, proposing, in consultation with relevant shareholders, candidates for election to the Board of Directors, and proposing the remuneration to be paid to such members.

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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8. The Board of Directors – composition and independence

According to the Articles of Association, the Board of Directors should consist of three to seven members, chosen by the General Meeting. The Chairman of the Board is elected by the General Meeting. The composition of the Board shall ensure that the Board can attend to the common interests of all shareholders and meet the Company’s need for expertise, capacity, and diversity. It is of great importance to the Company that the board members have the relevant competen- cies to independently evaluate the cases presented to them by the executive management, as well as to monitor the daily operations of the Company.

The term of office for members of the Board of Directors shall not be longer than two years at the time. Members of the Board of Directors may be re-elected. The Company’s Board of Directors shall normally not include members of the executive management team. The Company strives to apply NUES’ criteria to evaluate whether a director can be considered independent. The Board should have a composition that enables it to attend to the common interests of all shareholders and operate independently of special interests. Any deviation from the independence principle will be properly explained by the Company. Any director experiencing a change in his or her ability to act independently is obligated to notify the Chairman of the Board. At least two of the shareholder-elected board members shall be independent of the Company’s main shareholders.

The Board of Directors held nine meetings in 2023.

9. The Board of Directors – work and instructions

The formal responsibilities of the Board of Directors are mandated by Norwegian law. The fundamental responsibility of the directors is to oversee day-to-day management and evaluate strategy, to exercise their business judgment acting in what they reasonably believe to be the best interests of the Company and its shareholders. The Board of Directors is also to oversee such matters as are required by statutory law, the Company’s Articles of Association, policies, instructions and procedures as well as resolutions or the resolutions of the General Meeting. It is the duty of the Board of Directors to monitor management’s performance to ensure that the Company operates in an effective and ethical manner, focused on creating value for the Company’s shareholders. The Board of Directors also evaluates the Company’s overall strategy and evaluates performance against the management’s operating plan. The Board of Directors is responsible for supervising strategic, financial and execution risks, as well as exposures associated with the Company’s business strategy, products- and services innovation and sales road map, policy matters, significant litigation and regulatory exposures, and other current matters that may present a material risk to the Company’s financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions, and divestitures. Furthermore, the Board of Directors shall control the ongoing activities of the Company in a satisfactory manner. Instructions for the Board of Directors: The Board of Directors shall issue instructions for its own work as well as for the executive personnel with emphasis on clear internal allocation of responsibilities and duties. In order to ensure a more independent consideration of matters of a material character in which

the Chairman of the Board is, or has been, personally involved, the Board’s consideration of such matters shall be chaired by some other members of the Board.

Audit Committee: The audit committee’s main responsibilities are to ensure the integrity of the Group’s financial reporting, to supervise the Group’s internal control and risk management system, to ensure the auditor’s independence, to inform the Board of the results of the stat- utory audit, and to ensure that the annual accounts give a fair picture of the Group’s financial results and financial condition in accordance with generally accepted accounting principles. The audit committee works as the Board’s risk committee, reviews the procedures for risk management, and assesses the risks and financial controls related to the Group’s business activities. The audit committee ensures that the company has a sufficient focus on ESG to contribute to sustain- able development and appropriate risk management to minimize the negative impact of the operations. The audit committee also receives reports on the work of the external auditor and the results of the audits.

As of 31 December 2023, the audit committee consisted of the following members:

Martin Nes (Chair)

Terje Mjøs

Kristin Hellebust

The audit committee held six meetings in 2023.

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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Instructions for the CEO: Executive management and Board of Directors’ responsibilities are clearly segregated. The CEO shall follow the guidelines and instructions issued by the Board of Directors. The CEO is responsible for the day-to-day management of the Company pursuant to section 6-14 of the Norwegian Public Limited Companies Act. The CEO represents the Company externally in matters that form part of day-to-day management. The day-to-day management does not cover matters of extraordinary nature or of major importance. However, the CEO is authorized to decide on matters of extraordinary nature or of major importance in cases where the decisions of the Board of Directors cannot be awaited without serious detriment to the Company. The Board of Directors shall be notified of the decision as soon as possible.

Financial reporting: The Board of Directors is responsible for ensuring the integrity of financial information. The Board evaluates the integ- rity of the Company’s accounting and financial reporting systems, including the audit of the Company’s annual financial statements by the independent auditor, and that there are appropriate systems of internal control in place. The main purpose of risk management and internal control is to provide reasonable assurance that the group will achieve:

Compliance with legislation and regulations, as well as internal guidelines

Quality and efficiency within internal operations

Reliable internal and external reporting quarterly and annual financial reports are reviewed and approved at board meetings and form the basis for external financial reporting. Upon the presentation of year-end financial statements, the CEO and the CFO declare that the accounts have been prepared in accordance with generally accepted accounting principles, and that to the best

of their knowledge, all information is accurate, and no material information has been omitted. The Company uses an external accounting agency for all Group companies.

Disqualification: The CEO or a member of the board may not partici- pate in the discussion on Board issues that are of special financial or personal interest to the individual in question.

10. Risk management and internal control

The Board of Directors performs an annual audit of the main risks and internal control routines of the Company. The audit shall encompass the issues that have been brought to the Board of Directors’ attention throughout the year. The routines for internal control shall encompass the Company’s adherence to its values, and its guidelines on ethics and corporate social responsibility.

11. Remuneration of the Board of Directors

The Ordinary General Meeting approves the remuneration paid to the Board of Directors. The Nomination Committee is responsible for issuing a proposal on the remuneration terms to the AGM.

12. Remuneration of executive management

In accordance with the Norwegian Public Limited Liability Companies Act, the Board of Directors establishes guidelines for the remu- neration of the executive management team. These guidelines are presented to the General Meeting through a statement on remuner- ation for executive management. The statement is presented for an advisory vote, which is subject to the General Meeting’s approval. The Company’s general principle for management remuneration is to offer competitive terms, to attract and retain the competence it needs.

13. Information and communication

Regular information to the Company’s shareholders and the market is provided through the annual report, quarterly reports, and open presentations. All reports and notices are issued and distributed according to the rules and regulations of the Oslo Stock Exchange. Insider information is treated in accordance with Norwegian law. Shareholder information, including the financial calendar, is available on www.arribatec.com . The Company’s CEO and CFO is responsible for investor relations. The Company has established procedures for discussions with shareholders other than at Ordinary General Meetings. All information distributed to the Company’s shareholders is published on the Company’s website at the same time as it is sent to shareholders.

14. Take-overs

There are no defense mechanisms against take-over bids in the Company’s Articles of Association or in any underlying governance document. In corporate takeovers or restructuring situations, the Board shall exercise due and proper care so that all shareholder values and interests are preserved. The Board of Directors will ensure that the shareholders are given enough information and time to form a view of the offer in a bid situation. The Board of Directors will handle take-over bids in accordance with Norwegian laws and regu- lations. Furthermore, the Board of Directors will seek to comply with the recommendations set out in the NUES, including arranging for a valuation from an independent expert and making a recommendation as to whether the shareholders should accept the bid. Other than the guidelines described above, the Board of Directors has not found it appropriate to establish any other written explicit principles for how it will act in the event of a take-over bid.

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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15. Auditor

The external auditor is elected by the General Meeting. The auditor is fully independent of the Company. BDO is the Company’s auditor. Each year the auditor presents the Board of Directors with a plan for the implementation of the audit, and a written confirmation that the auditor satisfies established requirements pertaining to independence and objectivity. The auditor participates in the Audit Committee’s meetings. The auditor provides the Audit Committee and the Board with its perspectives on the annual statement and informs them of any disagreements between the auditor and the executive manage- ment. The Board of Directors also has contact with the auditor when required outside the situations mentioned above. At least once a year, the auditor attends a meeting with the Board of Directors in which no representatives from the Company’s executive management will be present. During 2023, the auditor attended 1 board meeting and 6 Audit Committee meetings. The auditor is present at the General Meeting, where the Board of Directors also informs about the compensation for the auditory work required by law and remu- neration associated with other assignments. Information on the fees paid to the auditor in 2023, including a breakdown between statutory auditing and other assistance/service is presented in notes to the consolidated financial statements. In connection with the auditor’s presentation to the Board of Directors of the annual work plan, the Board of Directors considers if the auditor to a satisfactory degree also carries out a control function.

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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APMs, terms and abbreviations ^

NOK thousand

2023

2022

EBITDA

24 463

(34 107)

Restructuring cost

0

3 779

Bad debt in relation to discont. product

0

1 048

Sale of intangible asset (IP)

0

4 190

Adjusted EBITDA

24 463

(25 090)

Revenue

572 981

504 968

EBITDA

24 463

(34 107)

EBITDA margin

4.3%

(6.8%)

Adjusted EBITDA

24 463

(25 090)

Adjusted EBITDA margin

4.3%

(5.0%)

APM costs are considered as one-time and not part of the ongoing business and are therefore adjusted to show an EBITDA mirroring the underlying business.

Restructuring cost is related to the restructuring of BA Marine, bad debt is related to discontinued product in BA Business Services and Sale of intangible asset is related to loss on sale of IP in BA Marine.

KPI/APM definition

KPI/APM

Definition

Gross profit

Operating revenue less materials, software and services

EBITDA

Earnings before Interest, Tax, Depreciation and Amortisation

EBITDA margin

EBITDA as a percentage of Total income

Equity ratio

Equity as a percentage of total assets

Adjusted EBITDA

EBITDA, adjusted for restructuring cost and other one-time effects

Adjusted EBITDA margin

EBITDA margin, adjusted for restructuring cost and other one-time effects

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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APMs, terms and abbreviations

APMs, terms and abbreviations

APMs, terms and abbreviations

2021 Artbox Report Template All rights reserved © Artbox AS 2021

Terms and abbreviations

BA

Business Area

BizS

BA Business Services

BoD

Board of Directors

BPM

Business Process Management

CGU

Cash Generating Unit

Cloud

BA Cloud

EA&BPM

BA Enterprise Architecture & Business Process Management

EBIT

Operating profit, Earning before Interest and Tax

EBITDA

Earnings Before Interest, Tax, Depreciation and Amortisation

ECL

Estimated Credit Losses

EPS

Earnings Per Share

ESG

Environmental, Social and Governance

EUR

Euro

FTE

Full Time Equivalent

GBP

British Pounds

GDPR

General Data Protection Regulation

GHG

Greenhouse Gas emissions

Hspt

BA Hospitality

IFRS

International Financial Reporting Standards

IP

Intellectual Property

M&A

Mergers and Acquisitions

Marine

BA Marine

NOK

Norwegian Krone

RISE

Responsibility, Integrity, Service-mindedness and Empowerment

Solaas

Solution as a service

Saas

Software as a service

UN

United Nations

VIU

Value in Use

WACC

Weighted Average Cost of Capital

Arribatec Group ASA | Annual report 2023

Arribatec Group ASA | Annual report 2023

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106

APMs, terms and abbreviations

APMs, terms and abbreviations

APMs, terms and abbreviations

2021 Artbox Report Template All rights reserved © Artbox AS 2021

Arribatec is a global supplier of digital business solutions that help our customers achieve competitive advantage through innovative use of IT.

+47 4000 3355

info@arribatec .com

Arribatec Group ASA

Lørenfaret 1D

N-0585 Oslo

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