Annual Report 2025

In a year marked by transformation and strategic repositioning, Techstep has laid the essential groundwork for sustainable growth and long-term value creation. The year 2025 was defined by decisive action to sharpen our focus, rationalise operations and strengthen the foundation for the “new Techstep” to be a leaner, more scalable, and commercially agile organisation. The “new Techstep” is defined by three core attributes: a simplified and streamlined operating model, scalable software platforms, and a sharper commercial focus on recurring revenues.

Our performance in 2025 reflects both the opportunities we are pursuing and the investments we are making to position Techstep for future success. Reported revenue for the year reached over NOK 1.0 billion, supporting our continued leadership in managed mobility services (MMS) across Europe. Within this, recurring revenues remained stable, providing a resilient foundation as Techstep continues to scale it’s our own software and services portfolio.

Adjusted EBITA for the year amounted to NOK 12.2 million for the full year, compared with NOK 39.8 million in 2024. The decline reflects deliberate investments in operational transformation including the implementation of a unified ERP system and continued development of a new e-commerce platform, as well as extraordinary and non-recurring costs related to the carve-out of the Business Critical Mobility unit These factors are structural and transitional in nature and are not expected to recur.

While these effects tempered our margins performance in the short term, they are structural in nature and pave the way for improved efficiency and scalability in the years ahead.

Throughout 2025 and into early 2026, Techstep achieved several milestones that reinforce our strategic priorities:

• We completed the successful carve-out and divestment of the Business Critical Mobility unit, enabling sharper focus on our core offerings and partner ecosystem.
• During the year, the group implemented key operational improvements, including a consolidated ERP system designed to increase speed and automation with unified and improved data quality and a unified e-commerce platform designed to improve customer experience and internal efficiency.
• Techstep continue our expansion into Europe with our own software solutions through our indirect channels. This growth will continue to accelerate in 2026 with ourpartnership with Pradeo - a European leader in mobile security - to deliver a joint mobile security and management solution, Techstep Essentials platform for the European market. In addition to the new partnership, we have achieved an exclusive CCN certification in Spain, a distinction granted by the National Cryptologic Centre (Centro Criptológico Nacional, CCN) and we are currently the only Unified Endpoint Management (UEM) vendor holding this certification, offering a unique first-mover advantage. In Poland, we signed a significant contract with the Polish Police, validating the strength of our security software platform (Techstep Essentials MDM) in large-scale public sector deployments. and also worthy to note that Techstep Essentials MDM has grown +24% in net gross profit from the previous year.
• Techstep succeeded to expand our strong partner eco-system across Europe during the year, with adding new Operators and IT service providers to our platform, like Fonua covering Ireland and the UK, Telia covering the Nordics, Vodafone in Spain, One in Hungary, and at the same time develop and grow the strong partnerships like Devicenow, Ice, Orange, Plus and more.
• Techstep continues to be a trusted mobile tech partner with key customers in direct channels across the Nordics in both public and private enterprise, helping them unlock massive gains from mobile technology with our end-to-end managed mobility services (MMS). Techstep entered into lager agreements with LKAB, Securitas, Equinor and several Municipalities across Sweden, supporting their entire mobile estate with mobile devices, experience and security management. We extended our exclusive frame agreement with Sykehusinnkjøp HF, and this agreement applies to all public hospitals in Norway, across all four regions. We also managed to win (our third term exclusive frame agreement with the Municipality of Oslo (one of Norway’s largest employers), supporting their ambition to equip all users, field or office worker, with the best tools for their work, as well as to support reuse of mobile phones, collection and repair services, refurbishing and resale of used smart phones.

These milestones reflect disciplined execution of our strategy to streamline operations, deepen customer relationships, expand partnerships and strengthen our technology stack.

Artificial Intelligence is also becoming a key enabler—and a catalyst—of the transformation we are executing. We are applying AI to improve how we build and release our own software, how we implement and manage customer deliveries, and how we serve users at scale. At the same time, AI is helping us streamline core functions across the company—from marketing and sales to bid/contract processes, finance and operations—by increasing automation, consistency and decision quality. Importantly, we are also embedding AI capabilities into our software platforms to unlock more value from the data and insights we already possess, enriching what we can deliver to customers and strengthening our position as a scalable, software-driven mobile technology partner.

“Techstep has built a strong reputation in managed mobility across the Nordics, combining deep operational expertise with innovative software capabilities. Together, we are combining Pradeo’s advanced mobile threat defence technology with Techstep’s mobile device management to set a new standard for mobile security in Europe - delivering a trusted, sovereign solution that enables organisations to operate securely in an increasingly complex threat landscape.”
Clément Saad, CEO of Pradeo

Looking forward, Techstep enters 2026 as a more focused and operationally disciplined organisation. The “new Techstep” is characterised by a streamlined cost base, scalable technology platforms and a clear commercial strategy to grow recurring revenues through our own software, managed services and “Device-as-a-Service”.

The strategic actions taken in 2025 have strengthened Techstep’s financial discipline and predictability, positioning the Group for profitable growth without compromising capital efficiency.

Our mission, which is to become ´The leading European mobile and circular tech partner´ remains unchanged and steadfast. We believe that organisations increasingly require technology partners who can deliver secure, efficient, and circular mobile solutions. With our established market presence across the Nordics, and strengthened presence in Europe, deep customer engagements and a fortified operational backbone, we are well positioned to capture these opportunities.

We will continue to focus on:

• Growth in margin via direct customers in the Nordics by increasing value for customer with a complete MMS offering, to enable their mobile-first workforce to be always operational, secured and efficient
• Scale in volume via mobile operators and IT service providers by increasing value for their B2B offering with own software
• Driving operational excellence to support profitable growth

Our strategic focus remains firmly anchored in long-term value creation through profitable growth, increased predictability, and disciplined capital allocation.

In closing, I extend my gratitude to our employees, partners, and shareholders for their continued support. The work we have done in 2025 sets the stage for future achievements, and we are confident that Techstep is stronger and more agile going forward.

Sincerely,

Built upon a decade of telecoms and mobile technology expertise, Techstep was established in 2016. Through a series of strategic acquisitions, Techstep has solidified its presence in Scandinavia and later expanded into European markets through Poland. Positioning as a mobile technology specialist, the company’s overarching business strategy centres on combining mobile devices with proprietary and/or licensing software and expertise, helping organisations to work smarter and more sustainably. The goal is to be the leading mobile technology company in Europe.

Techstep serves more than 2 100 enterprise customers across different industries and sectors, helping both office workers and frontline workers optimise their work. Based on Techstep’s unique mix of competence and partnerships, Techstep is recognised by Gartner as a “Managed Mobility Service provider” in its Market Guide.

While the company's primary market remains Scandinavia, where its full product portfolio is readily accessible through direct sales and partnerships with both private enterprises and the public sector, its strategic go-to-market focus extends across Europe, led from Poland. Through partner programmes, Techstep offers standardised and scalable solutions, either as stand-alone offerings or bundled with partners' solutions, facilitating broader market penetration and customer reach.

In 2025 Techstep has primarily focused on three elements to drive profitability: to transfer customers to a recurring revenue business model and high margin products and services; to develop the partner channel for own software and managed services; and to continue to optimise the organisation and reduce the cost base.

As an important step in this process, the company decided to carve out and divest the business related to Business-Critical Mobility. This business originates from the operations acquired in 2021 under the former name Optidev AB and is linked to the software platform Amplify and associated hardware deliveries of rugged devices as well as related services. In December, the agreement was entered into for the sale of this business to IDnet AB, a subsidiary of Lexit Group AS, and in February 2026 the transaction was completed. The sale of this business will contribute to streamlining operations and strengthening the commercial focus on the company’s core business and enhance operational efficiency. The divestment will strengthen Techstep’s financial position and enable effective investments in its core business and accelerate the execution of a clear strategic direction.

Simultaneous with the divestment process, Techstep has focused on planning and preparing the remaining organisation for restructuring and right-sizing. Changes will be implemented in the first quarter of 2026, with the aim of creating a new cost efficient and lean organisation dedicated to the strategic growth ambitions within the partner channel as well as the direct sales channels.

Although revenues declined in 2025, and there was a downturn in the mobile device sales in the last few months of the year, the focus on transferring customers to a recurring revenue business model and high margin products and services started to yield results. Net gross profit margin increased from 32% in 2024 to 34% in 2025 as a result of the termination of a large, unprofitable frame agreement for pure device sales and as a result of onboarding new customers to own software solutions.

The cost optimisation plan initiated in Q4 2022 has delivered successful continued cost optimisation the last years, resulting in a substantially lower current cost base compared with 2021. In 2025 focus has been to streamline the business operations, and key initiatives have been to invest in the internal IT architecture, ERP system and e-commerce platforms. These projects temporarily drive higher operating costs, but will when finalised in 2026, contribute to substantially increased efficiency in the organisation, further reducing the cost base.

Techstep continues to focus on upselling and converting existing customers from transactional to recurring sales. This will enhance financial predictability for Techstep, while at the same time ensuring better value for customers by providing them with continuous service rather than one-off transactions. Today, Techstep has the following three revenue streams:

Techstep’s consolidated financial statements have been prepared and presented in accordance with the IFRS® Accounting Standards as adopted by the EU, relevant interpretations, and the Norwegian Accounting Act. A summary of internal controls related to the accounting process can be found in the Corporate Governance section of this Annual Report.

Techstep has in 2025 continued to strengthen its risk management. In 2024 the Group obtained ISO/IEC 27001:2022 certification and in 2025 successfully completed recertification audits of ISO 9001, ISO 14001 and ISO 27001. The company is actively managing the third-party risk through a Governance, Risk and Compliance (GRC) tool, ensuring improved oversight of vendor security risks and compliance tracking. There is frequent risk reporting to the management and Board. The goal is to support effective execution and decision-making to reach the company’s goals and to ensure compliance with legal and regulatory requirements.

As a mobile technology company, Techstep is exposed to a range of risks that may affect its business and financial results. Some key risks are highlighted below.

See note 23 to the Annual Financial Statements.

Techstep’s corporate governance structure is based on Norwegian legislation and the Norwegian Corporate Governance Board (NUES/NCGB), last revised 28 August 2025. A statement on Techstep’s corporate governance principles and practices is provided in a separate section, Corporate governance report of this annual report. In the company’s own assessment, Techstep did not deviate from any sections of the Code as at year-end 2025.

Techstep has directors’ and officers’ liability insurance for the Group. The insurance covers the Board’s and the management’s legal personal liability for financial damage caused by the performance of their duties.

Techstep’s mission is to make positive changes to the world of work through mobile technologies; freeing people to work more effectively, securely and sustainably. The company’s sustainability agenda is an essential part of the company’s mission and strategy, with special emphasis on Techstep’s circular offerings. Facilitating responsible take-back and recycling of devices is also commercially attractive: it increases recovery of residual value, lowers total lifecycle cost for customers, and can reduce procurement and waste-handling costs over time. In addition, robust recycling solutions strengthen customer retention and help mitigate regulatory and reputational risk related to e-waste and data security.

As a signatory to UN Global Compact, Techstep is committed to responsible business practices in the areas of human rights, labour, equality, anti-corruption and the environment. During 2025, Techstep has strengthened its focus on environmental, social and governance (ESG), risk and compliance. The organisation has further implemented management practices according to ISO 27001 (information security), ISO 9001 (quality) and 14001 (environment) and holds certifications in all three standards. In 2025, Techstep formed a dedicated, cross-functional ESG team to further integrate sustainability into the company’s operations and governance. The team supports the development, coordination and execution of key ESG initiatives and reporting requirements.

Details on Techstep’s material ESG activities are included in a separate chapter of this annual report, Sustainability, which covers what Techstep does to promote, uphold and recognise human rights, labour rights, social issues, working environment, climate and environmental aspects and anti-corruption measures into the business strategy, daily operations and the relationship with stakeholders. The chapter also includes Techstep’s reporting pursuant to the Norwegian Transparency Act and the Equality and Anti-Discrimination Act.

As at 31 December 2025 Techstep’s share capital was NOK 34 407 158, divided into 34 407 158 ordinary shares, equal to the share capital at the end of 2024.

The total number of shareholders was 3 086 (3 361) at year end, and the company’s largest shareholder, Datum AS, held 19.3% of the shares. The 20 largest shareholders held 74.7% (69.9%) of the shares outstanding, and Techstep holds 192 treasury shares.

For detailed shareholder information, see note 25 in the consolidated financial statements for 2025.

Techstep serves more than 2 100 customers across industries in both the private and public sector in Europe and is recognised by Gartner as a “Managed Mobility Service provider” in its Market Guide. Techstep’s goal is to become the leading mobile & circular technology company in Europe for customers that want to work smarter, securely and more sustainably.

Techstep believes that the market for mobile and circular technology solutions and services will continue to increase due to digitalisation, stricter regulation and growing complexity alongside a rapidly evolving security threat landscape. The company considers itself well positioned as enterprises and public sector organisations need help to manage their mobile device portfolio in a sustainable way and keep their mobile ecosystem up to date.

Towards the end of 2025, the main priority for Techstep was to complete the carve-out of the non-core Business Critical Mobility business, and the transaction was completed on 2 February 2026. This is a milestone and an important strategic move to focus resources, expertise and offerings. At the same time, a decisive cost base reduction programme has been launched, including restructuring of resources and a substantial reduction in the number of FTE’s during the first part of 2026.

All foundational measures have now been completed to position Techstep as a leaner and more focused organisation going forward and laying the groundwork for the New Techstep. The reorganisation has been implemented, the cost base has been reduced, and the Group wide ERP implementation is nearing completion. The benefits of these initiatives are expected to become visible in the coming years.

The new agreement with Sykehuspartner is fully operational, with activities running at full pace. The pipeline and partnerships across Europe for Techstep Essentials and Lifecycle platforms are developing very positively. Strong growth in software and services is anticipated as the company moves into 2026 and beyond.

Arild Hustad is a Norwegian citizen based in Oslo, Norway, and an experienced business leader and investor with extensive executive and board-level experience from the technology and telecommunications sector. He has held several CEO positions, including CEO of Link Mobility Group ASA, Telecom Management Partner, Network Norway and Tele2 Norway. During his tenure at Tele2 Norway, he played a key role in building and scaling the company’s operations prior to its acquisition by Telia in 2014. Mr. Hustad also brings broad international experience from senior roles within Telenor’s national, international and African operations, as well as from British Telecom. Mr. Hustad has deep expertise in strategic leadership, corporate governance and value creation in technology-driven companies. His background spans business development, investment management, digital transformation and capital markets, making his profile highly relevant in light of the company’s ongoing strategic transformation towards more recurring, scalable and profitable product offerings.

Mr Rugseth has served on the Board in Techstep since February 2019. In January 2023 he stepped down as Chairperson of the Board and remained as an ordinary Board member. Mr Rugseth is a co-founder of Crayon Group ASA and Link Mobility Group ASA, and other current directorships include Software One in Switzerland, Chairman of Karbon Invest AS, Sikri Group ASA, Kastel AS and Rift Labs AS, among others. Over the past 30 years he has founded a number of companies within the IT sector. He has also held the position as chief executive officer in some of the largest IT companies in Norway, including ARK ASA, Cinet AS and Skrivervik Data AS. Mr Rugseth studied business economics at the Norwegian School of Management. Mr Rugseth is a Norwegian citizen, living in Switzerland.

Ms Leisner has served on the Board of Techstep since February 2016. She has extensive experience as head of audit committees and member of boards in listed companies, currently including the board of Maritime and Merchant Bank ASA, Xplora Technologies AS, Elliptic Laboratories ASA and Gold Road International PLC. Over several years she held various positions with Statoil (Equinor), including Head of Portfolio Management Electric Power and trader of different oil products. She holds a Bachelor of Business Administration (Siviløkonom) from the University of Texas. Ms Leisner is a Norwegian citizen, living in Oslo, Norway.

Ms Tvedt has served on the Board in Techstep since December 2025. Monica Beate Tvedt is Group Chief Technology Officer at Forte, where she is responsible for the company’s overall technology and AI strategy and its technology divisions across international markets. She has more than 25 years’ experience in software development, solution architecture and digital transformation, and has held executive roles at Sopra Steria and Unified Messaging Systems ASA, among others, across telecommunications, national security, banking, finance and SaaS. She also serves as a board member and member of the audit committee of Spir Group ASA. Ms Tvedt holds a Bachelor of Engineering in Computer Engineering from the Western Norway University of Applied Sciences, and is currently pursuing an Executive MBA with specialisation in Financial Management at the Norwegian School of Economics (NHH).

Mr. Arnet is currently a Senior Adviser and board member at the Datum Group, an investment company based in Norway, where he previously served as CEO. He has more than 35 years of experience in national and international finance, industrial and financial investments. Prior to joining the Datum Group, he held management positions at former Samuel Montague & Co., HSBC and Handelsbanken, where he served as General Manager, Banking and led the Corporate Finance department in Norway. He holds several board positions in both listed and non-listed companies across various industries.. He holds a master's degree from University of Denver and London Business School. Mr Arnet is a Norwegian citizen, living in Oslo, Norway.

Techstep is a Norwegian public limited company listed on the Euronext Oslo Børs and subject to corporate governance reporting requirements according to the Norwegian Accounting Act section 3-3b, the Oslo Stock Exchange Rule Book II – Issuer Rules, Chapter 4.4, and the latest version of the Norwegian Code of Practice for Corporate Governance (the “Code”), freely available at lovdata.no, oslobors.no and nues.no, respectively.

The principles and implementation of corporate governance are subject to annual reviews and discussions by the company’s Board of Directors. This report forms part of the Board of Directors’ report and discusses Techstep’s main corporate governance policies and practices and how Techstep has complied with the Code in the preceding year. Application of the Code is based on the “comply and explain” principle, which stipulates that any deviations from the Code are explained.

By the company’s own assessment, Techstep did not have any deviations from the Code in 2025.

The business activities in which Techstep is engaged are set forth in the articles of association of Techstep ASA, section 3:

“The company’s purpose is to engage in business operations within information and communication technology, and to develop and provide solutions and software related to the mobility, digitalisation and consultancy business and everything that belongs thereto, including owning shares and other securities in other companies.”

The articles of association are published on Techstep’s website.

The Board has established clear objectives and strategic ambitions, with responsible business as a foundation for Techstep’s strategy, to support value creation for its stakeholders. The company’s objectives and strategic ambitions, which are reviewed on an annual basis, are described in the annual report for 2025, together with a report on the company’s environmental, social and governance measures.

As at 31 December 2025, Techstep’s total equity was NOK 485 million and total liabilities amounted to NOK 624 million, which corresponds to an equity ratio of 44%, and a debt-to-equity ratio of 129%. The Group's liquidity is closely monitored by management and the Board of Directors, and the Group has access to multiple funding sources during the transformation process should the need arise going forward.

Techstep has not established a dividend policy beyond a consensus that the company’s goals and strategy are to increase shareholder value and contribute to an attractive market for the company's shares. Techstep has not paid dividends to date and does not expect to pay a dividend in the coming years. Techstep’s intention is to retain future earnings to finance operations and expansions of the business. Any future decision to pay a dividend will depend on the company's financial position, operating profit and capital requirements.

Board mandates
Three authorisations were granted to the Board of Directors at the annual general meeting on 27 May 2025:

• Authorisation to increase the share capital by NOK 6 881 430 in connection with cash and non-cash contributions, including mergers. It is valid until AGM 2026, but no later than 30 June 2026.
• Authorisation to increase the share capital with up to 10% of outstanding shares, NOK 3 440 716, in connection with the company’s share incentive programme for its leading employees. Amount utilised was NOK 1 360 000. It is valid to AGM 2026, but no later than 30 June 2026.
• Authorisation to acquire 10% of the share capital (treasury shares). Valid to AGM 2026, but no later than June 2026.

There was a separate vote on each of the three authorisations. For supplementary information about the authorisations, reference is made to the minutes of the annual general meeting held on 27 May 2025, available from www.techstep.io and www.newsweb.no.

Techstep ASA has one class of shares. Treasury shares will be traded on the stock exchange or in accordance with guidelines from Oslo Børs.

According to the Norwegian Public Companies Act, the company's shareholders have pre-emption rights in share offerings against cash contribution. Such pre-emption rights may be set aside, either by the general meeting or by the Board based on authorisation to the Board. In the event of a capital increase based on authorisation from the general meeting, where the pre-emptive rights of shareholders are set aside, the company will provide the reasons for the practice in the stock exchange notice in which the capital increase is announced. There were no share offerings in 2025.

Any transactions in treasury shares, i.e., a share buy-back programme, will be carried out either through Oslo Børs or otherwise at stock exchange prevailing prices. If there is limited liquidity in the company’s shares, the company will consider other ways to ensure equal treatment of all shareholders. There were no transactions in treasury shares during 2025.

For significant transactions with closely related parties, the company will use valuations and statements from an independent third party if the transaction is not to be considered by the general meeting. There were no such transactions in 2025. For further information, refer to note 23 – “Related party transactions” in the annual report for 2025.

The company’s shares are freely negotiable on the Oslo Stock Exchange. There are no restrictions on owning, trading or voting for shares in the articles of association.

The general meeting is the company's highest decision-making body. The general meeting is open to all shareholders, and Techstep encourages shareholders to participate and exercise their rights at the company's general meetings. In order to vote, the shareholder must be registered with the Norwegian Central Securities Depository (VPS) at the time of the general meeting.

Notices of general meetings are sent no later than 21 days prior to the date of the general meeting. According to the company’s articles of association, there is no requirement to send the documents up for consideration by the general meeting directly to shareholders as long as the documents have been made available on the company’s website. The same applies to documents that by law are required to be included in or attached to the notice of the general meeting. A shareholder may nonetheless request that relevant documents concerning business to be transacted at the general meeting be sent to him or her. The registration deadline is set as close to the meeting as possible, and all the necessary registration information will be provided in the notice.

Shareholders who are unable to attend may vote by proxy. Whenever possible, the company will prepare a proxy form that permits separate votes for each item up for consideration by the general meeting.

The Chairman of the Board normally chairs the general meeting. In the event of disagreements about individual items, where the Chairman belongs to one of the factions or is for other reasons not regarded as impartial, another Chairperson will be appointed to ensure impartial treatment of the items up for consideration at the meeting.

On 27 May 2025, Techstep held its annual general meeting with 45.04% of the shares represented.

The nomination committee is governed by the articles of association section 6. The general meeting stipulates the guidelines for the duties of the committee and determines the committee’s remuneration. The current instructions were approved at the annual general meeting in 2022 and are available from the company’s website.

The committee nominates candidates for the Board and the nomination committee, as well as proposes the Board’s remuneration. Grounds for nominations by the nomination committee are provided when nominees are presented to the general meeting. All shareholders are entitled to nominate candidates to the Board, and information on how to propose candidates can be found on the company’s website.

The current nomination committee consists of two members, Kyrre Høydalen (Chair) and Anders Hungnes Tautra. At the annual general meeting on 27 May 2025, Kyrre Høydalen was re-elected until the annual general meeting in 2027. Anders Hungnes Tautra was elected at the annual general meeting in 2024, until the annual general meeting in 2026. Høydalen represents Datum AS, the company’s largest shareholder and is a colleague of Board member Harald Arnet. Anders Hungnes Tautra holds the position as CFO of Karbon Invest and represents the company’s second largest shareholder.

The Board of Directors shall consist of three to seven members as regulated in the articles of association section 5. The Board and the Chairman are elected by the general meeting for two years and may be re-elected.

All of the Board members were on the annual general meeting 2023 elected for a period of two years, until the annual general meeting in 2025, and all were re-elected at the annual general meeting on 27 May 2025. In the annual general meeting in 2025, Steinar Hoen was elected as Board observer with a right to meet and participate at Board meetings, but without a right to vote.

In an extraordinary general meeting on 8 December 2025, Melissa was replaced as Board Member by Monica Beate Tvedt. In an extraordinary general meeting on 23 March 2026, Michael Jacobs was replaced by Arild Hustad as Chairman of the Board.

The composition of the Board is based on the representation of the company's shareholders, as well as the company's need for competence, experience, capacity and ability to form balanced decisions. Information on each director’s expertise, background and capabilities can be found on the company's website www.techstep.io and in section 6 Board of Directors.

All Board members are regarded as independent in relation to the company's executive management and material business contacts. Three of the five Board members are regarded as independent of the company's main shareholders. Board members are encouraged to hold shares in the company.

The Board of Directors is responsible for overseeing and supervising the company's management and operations. The duties and procedures of the Board are regulated by the Norwegian Public Limited Liability Companies Act. In addition, the Board has adopted supplementary rules of procedure that set out inter alia, the duties of the Board, the Chairman and the CEO, as well as work, responsibilities, authorisations and reporting.

The Board is responsible for determining the company’s overall goals and strategic direction, principles, risk management and financial reporting. The Board is also responsible for ensuring that the company has competent management with a clear internal distribution of responsibilities, as well as for continuously evaluating the performance of the CEO.

Techstep treats transactions with shareholders, Board members, employees and other related parties with due care. To ensure that these transactions and situations are handled in the best possible manner, the Board has set clear guidelines for handling agreements in which a Board member, or a party related to a Board member, may have an interest. There were no such cases in 2025. See also note 23 in this annual report.

The Board of Directors meets as often as necessary to fulfil its duties, and at least six times each financial year. The Board of Directors held 11 Board meetings in 2025 with 96% meeting attendance.

The Board conducts a self-assessment of its work periodically.

The Board of Directors has established three subcommittees to act as preparatory bodies for the Board. Members are elected by and among the Board.

The audit committee acts as a preparatory and advisory body to the Board with respect to financial reporting and external audits, risk management and internal control systems, corporate governance matters and the appointment mandate and remuneration of the external auditor. As at 31 December 2025, the audit committee consisted of Board members Ingrid Leisner and Melissa Mulholland until 8 December 2025, when she was replaced with Harald Arnet, all considered as independent of the company. The audit committee met five times in 2025.

The M&A committee assists the Board with tasks related to screening and evaluating potential M&A candidates and approves investment analysis and term sheets of proposed deals. The M&A committee consists of the Board members Jens Rugseth and Harald Arnet.

The remuneration committee assists the Board with tasks related to the company’s remuneration of executive management. As at 31 December 2025, the remuneration committee consisted of Board members Jens Rugseth and Harald Arnet. The remuneration committee met one time in 2025.

The Board is responsible for ensuring that Techstep has good systems in place for risk management and internal control. The systems and procedures for risk management and internal control shall ensure efficient operations, timely and correct financial reporting, and compliance with relevant laws and regulations. The audit committee meets annually with the auditor to review the company’s internal control routines, including identifying weaknesses and areas subject to improvements. The Board may engage external expertise if necessary.

Techstep’s management system is based on the ISO standard, with emphasis on quality, security and environment, to support day-to-day operations and promote continual improvement in the organisation. A risk and opportunity-based approach is central in the standard. Risk reviews and reporting are conducted on a quarterly basis to identify current and potential risks that need to be addressed and mitigated. ESG, risk and compliance are also addressed at monthly management meetings and quarterly meetings with the audit committee.

Techstep’s financial accounts are prepared in accordance with IFRS. The Board receives monthly management reports on developments and results related to strategy, finance, KPIs, projects, challenges and plans for upcoming periods. In addition, quarterly reports are prepared in accordance with the recommendations of the Oslo Stock Exchange, which are reviewed by the audit committee prior to approval by the Board of Directors and subsequent publication. The auditor attends meetings of the audit committee and board meetings related to the presentation of the preliminary annual financial statements.

A summary of the company’s main risks is presented in the Board of Directors’ report and note 20 Financial risk management, in the annual report for 2025.

The remuneration of Board members is stipulated annually by the annual general meeting based on the nomination committee’s recommendation. The remuneration reflects the Board of Directors’ responsibilities, competence, time involved and the complexity of the business.

A total of NOK 2.2 million was paid in directors’ fees for 2025. Fees paid to each director are presented in the remuneration report for 2025, available from the company’s website www.techstep.io/investor.

The remuneration of the Board was not performance-based and the company has not granted share options to any board members. Members of the audit committee are remunerated separately. The company does not provide loans to Board members.

Board members observe general insider regulations for trading in the company’s shares. Reference is made to the Remuneration report for 2025 for an overview of shares owned by directors.

The main principle of Techstep’s executive remuneration policy is that the remuneration should be competitive and motivate to attract and retain executives with the required competence to strengthen and ensure the business strategy, long-term interests and sustainability of Techstep. The executive remuneration consists of a fixed salary and a variable part linked to the company’s performance, and pension schemes. Performance-related remuneration is subject to an absolute limit of 67% of the fixed salary for the CEO and 45% for the other executives and assessed on both financial, non-financial and operational criteria including sustainability and equality. The corporate objectives are set by the Board and determined for and agreed with the CEO. In 2025, the share option programme for executive management and certain other employees was extended. The programme is linked to value creation to the benefit of shareholders over time.

The executive remuneration guidelines were presented to, and were adopted by, the annual general meeting on 27 May 2025. Detailed information about the remuneration of the executive management team can be found in the remuneration report for 2025, available from the company’s website.

Techstep seeks to comply with Euronext Oslo Børs’ Investor Relations (IR) recommendation, last revised 1 March 2021.

The Board has adopted an IR policy which sets the basic principles for the company’s communication and dialogue with capital markets participants, including roles and responsibilities. The policy is based on the principles of equal treatment and transparency, to ensure that stakeholders receive factual, relevant, timely and comprehensive information. The policy is available on the company’s website.

The responsibility for IR lies with the CEO and the Chairman, supported by the IR team. The IR team focuses on day-to-day communication and IR activities, while the Chairman focus on the shareholders’ expectations related to the company’s strategic direction and risk preparedness, as well as issues that require resolution by the general meeting.

Interim reports are provided on a quarterly basis, in line with the Oslo Stock Exchange’s recommendations. In connection with the interim reporting, presentations are given to the open public to provide an overview of the operational and financial developments, market outlook and the company’s prospects. The presentations are made available on the company’s website.

All information is primarily provided in English and is distributed to the company’s shareholders through Oslo Børs’ www.newsweb.no, and the company's website.

The company’s articles of association contain no defence mechanisms against takeover bids, nor have other measures been implemented to specifically hinder the acquisition of shares in the company.

In the event of a takeover process, the Board and the executive management shall ensure that the company’s shareholders are treated equally, and that the company’s activities are not unnecessarily interrupted. The Board has a special responsibility to ensure that the shareholders have sufficient information and time to assess the offer.

In addition to complying with relevant legislation and regulations, the Board will comply with the recommendations in the Code if the situation permits. The Board has established guiding principles for how it will act in the event of a takeover bid. The main principles include that the Board shall not hinder or obstruct any takeover bid, give shareholders or others unreasonable advantages, or protect their personal interests at the expense of others, and that the Board shall protect the shareholders’ values and interests.

If deemed necessary, the Board shall also ensure a valuation from an independent third party. On this basis, the Board will make a recommendation as to whether the shareholders should accept the bid.

At the extraordinary general meeting on 13 October 2023, PriceWaterhouseCoopers AS (PwC) was elected as Techstep’s new auditor with immediate effect. The auditor is considered independent of Techstep, which is annually confirmed to the Board. The audit committee performs an annual evaluation of the auditor’s independence.

The auditor prepares an annual plan for the implementation of the audit, which is made known to the audit committee and the Board. The auditor participates in the Board meeting dealing with the annual accounts. Here the auditor presents their views on accounting matters and principles, risk areas and internal control. The meeting includes an opportunity for a review with the Board without the company’s management present. The auditor participates in Board meetings at the request of the Board, as well as all audit committee meetings held in connection with the quarterly financial reporting.

The Board of Directors has prepared separate guidelines for using the auditor for services other than the audit. All non-audit services rendered by the Group’s auditor are preapproved by the audit committee, either through the guidelines or on a case-by-case basis.

See note 5 in the annual report for 2025 for summary of non-audit services provided by the auditor in 2025.

Remuneration to the auditor is presented to and approved by the annual general meeting, including any fees for other assignments.

Oslo, 28 April 2026, signatures from the Board of Directors and the CEO of Techstep ASA: