2025
Annual report
2025
Annual report
Table of contents
Table of contents 2
About Webstep 3
Key figures 4
Letter from the CEO 5
Board of director’s report 9
Financial Statements - Consolidated Group 26
Financial Statements - Parent company 68
Annual statement on corporate governance 87
Sustainability 101
Auditor`s report 106
Alternative Performance Measures (APM’s) 107
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2025
Annual report
About Webstep
Webstep is a Norwegian IT consultancy company, established in 2000 and publicly listed on the Oslo
Stock Exchange since 2017 (WSTEP). The company is headquartered in Oslo and operates in regional
offices across Norway to ensure local presence to its customers.
Webstep provides IT consultancy services and expert solutions and has senior consultants within a
broad range of areas such as digitalization, cloud services, integration, AI/machine learning, and system
development. We are a strategic partner to our customers, supporting them on their digital journey with
a strong focus on complex digital transformation projects and deep industry knowledge across various
sectors.
The company has a flexible delivery model and serves customers with project-based solutions,
individual expert consultants as well as team-deliveries. Webstep has customers both within the private
and public sectors, and a solid track record of delivering mission-critical solutions to our customers.
Webstep values knowledge sharing and collaboration, and believes this is essential to create high value
deliveries to our customers and to retain a long-term customer relationship. Our consultants are the key
to success, and we are committed to fostering a work environment that supports strong professional
development, ensuring we maintain relevant technological expertise at all times.
The Group continues to evolve and adapt to market needs to maintain its position as a trusted partner
for digital transformation initiatives.
Our vision is: Webstep develops for tomorrow – through valuable cooperation between people and
technology, in everyday life, in business and in society.
Our values are: Skilled, Innovative, Uncomplicated and Generous.
Our company culture is characterised as follows:
● Emphasizes professional development and expertise
● Values knowledge sharing and collaboration
● Focuses on employee well-being and work-life balance
● Has a client-centric approach with long-term relationships
● Focuses on high-value, complex assignments
Figures refer to headcount per location at end of period (EOP).
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2025
Annual report
Key figures
Audited
Audited
Audited
Unaudited
Unaudited
NOK million
2025
2024
2023
2022
2021
Revenues
835.2
874.1
861.6
761.6
668.4
EBITDA
73.0
85.1
59.8
69.2
76.3
EBITDA margin
8.7%
9.7%
6.9%
9.1%
11.4%
EBIT
55.9
66.7
17.0
47.7
61.1
EBIT margin
6.7%
7.6%
2.0%
6.3%
9.1%
Net profit
40.4
49.5
4.4
33.5
44.7
Net cash flow
23.2
6.9
13.2
10.2
7.3
Earnings per share (NOK)
1.55
1.81
0.16
1.22
1.66
Earnings per share fully diluted (NOK)
1.55
1.80
0.16
1.21
1.64
Number of FTE, end of period
400
446
471
439
393
Number of employees, end of period
401
448
474
442
396
Revenue per FTE (TNOK)
1964.4
1960.4
1828.0
1736.0
1702.0
EBIT per FTE (TNOK)
131.6
149.6
36.2
108.8
155.6
Operating revenues (mNOK) Headcount EoP EBIT (mNOK)
4
2025
Annual report
Letter from the CEO
With 2025 behind us and 2026 well underway, it is clear that the role technology plays in people’s lives
is changing fundamentally. Fuelled by significant investment in AI and digital infrastructure, this shift is
redefining how both organisations and individuals work, create, and solve problems.
AI is reshaping the IT consulting industry, raising expectations for speed, quality and cost efficiency. At
the same time, it is increasing demand for experienced technologists who can translate new technology
into real business value.
Webstep is well positioned in this landscape. Our senior consultants combine deep domain expertise
with hands-on AI implementation experience, helping customers adopt AI responsibly, securely and with
measurable impact. We see growing demand for AI implementation, competence building and strategic
guidance, and our teams are already delivering solutions that are in production, not only proof of
concept.
Nevertheless, the environment has become more complex for organisations and public entities, with
tougher choices and higher expectations around technology decisions. Today, these decisions are no
longer confined to IT, they are central to executive priorities and business strategy.
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2025
Annual report
Set to deliver strategic customer value in the world of AI
Webstep’s market position, with the most experienced consultants in the industry, strong domain
competence and a customer-centric approach to value creation and problem-solving, is a significant
competitive advantage in the AI era.
In this environment, seniority is not simply an attribute, it is a strategic asset. As technology decisions
grow more complex and carry greater implications for security, regulation, cost structures and long-term
competitiveness, experience becomes a critical differentiator. Our consultants combine technical depth
with industry understanding and a business-first mindset, enabling customers to make well-founded
decisions and implement solutions that stand the test of time.
This blend of technological capability and human insight is essential to building solutions that are not
only technically robust, but that create real, sustainable value for our customers. Making this role visible
is key to ensuring our customers fully understand the impact we bring.
Transforming Webstep
2025 was marked by a challenging macro backdrop and strong competition, and while we saw revenue
decline by 4.5 per cent, we increased our revenue per FTE slightly. Flexible salary models and cost
measures protected our EBIT margin, which ended at 6.7 per cent, down from 7.6 per cent in 2024. We
have since I joined the company in May 2024 taken important steps to evolve how we operate as a
company – everything with preparing Webstep for long-term success in mind.
The most significant strategic step we took in 2025 was the introduction of the One Webstep operating
model. By limiting organisational silos and enabling deeper collaboration across offices, we can match
the right competence with the right customer needs, improve utilisation, strengthen delivery quality, and
build a scalable platform for future growth. At the same time, we are maintaining the benefits of a strong
local presence across all our offices.
In parallel, we have continued to invest in our commercial capabilities. During 2025, we have
strengthened our sales organisation and improved coordination of business development activities
across regions. This allows us to engage more effectively with larger enterprise clients and pursue
longer-term digital transformation initiatives.
At the same time, we are gradually increasing our focus on projectbased and productbased deliveries,
complementing our traditional consultancy services. This development supports stronger client
partnerships, greater value creation, and over time, a more resilient and diversified revenue base.
To support this strategic direction, we introduced an updated brand positioning and visual identity in
2025. This reflects our ambition to present a more unified, proactive company to clients, partners and
prospective employees.
In summary, these strategic initiatives position Webstep to become a more agile, competitive and
performance-oriented organisation in the years ahead.
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2025
Annual report
Strengthened team
Executing on our strategy also required further strengthening our leadership team. In 2025, we added
key capabilities at the executive level. In January, Arne Solheim was appointed CTO, in April, Henning
Hesjedal joined as CFO, in August, Camilla Giske joined as CHRO, and in November, Tom Henrik
Rogstad joined as head of the Oslo office. They bring substantial industry experience and a strong
record within culture building and change leadership. In January 2026, we welcomed Ragnar Alstad
from Aker BP as national industry lead for oil and gas, adding deep domain knowledge and a strategic
perspective that will further enhance how we integrate industry insight into our services. In February
2026, Runar Thorsrud joined us as sales director. These appointments underscore our commitment to
excellence at the intersection of technology, industry, and business value, well aligned with our strategy.
Looking ahead, it is a priority for us to increase the number of consultants, as we saw a reduction
through 2025, partly due to deliberate actions to adapt our competence base to market demand. While
we remain selective and will not compromise on quality in our hiring process, the momentum in our
recruitment activities supports our confidence in a gradual return to headcount growth.
Well positioned for the road ahead
In summary, the actions taken during the past year have made Webstep more robust and efficient, and
strengthen our ability to operate as one integrated organisation. With a scalable business model and
improved operational alignment across regions, we are well positioned to capture growth opportunities
as market conditions improve.
Finally, I am grateful to our employees, customers and shareholders for your trust, resilience and
support. Together, we will continue taking the next step for Webstep – and for the customers and
communities we serve.
Kristine Lund
CEO, Webstep ASA
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2025
Annual report
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2025
Annual report
Board of director’s report
Business performance
Webstep recorded consolidated revenues in 2025 of NOK 835.2 million, a decline of 4.5 per cent from
NOK 874.1 million in 2024. At the end of 2025 the Group had 401 employees, representing a decline of
47 employees from the end of 2024, as a consequence of sharpening and streamlining the organisation
as well as unwanted churn. Consolidated EBIT for 2025 amounted to NOK 55.9 million, a decline of
NOK 10.8 million from NOK 66.7 million in 2024. The 2025 EBIT was affected by non-recurring costs of
NOK 9.0 million.
The Board of Directors propose a dividend of NOK 1.49 (2.30) per share for the General Meeting in May
2026. In total, the dividend will amount to NOK 40.5 million (62.3).
Operations
The Board of Directors’ report for the Webstep group comprises the parent company Webstep ASA and
its subsidiaries (Group). Webstep ASA is a Norwegian public limited liability company headquartered in
Oslo, Norway.
The Company’s shares are listed and traded on Oslo Børs under the ticker WSTEP. Webstep's
business is conducted through the Group’s only subsidiary, Webstep AS in Norway. The Group has
offices in Oslo, Bergen, Stavanger, Trondheim, Kristiansand and Haugesund.
Webstep is a provider of IT consultancy services and offers expertise to solve demanding digitalization
and IT projects across the private and public sectors. Webstep delivers stand alone consultants as well
as project teams, projects and solutions. Webstep's revenue from its 10 largest clients increased
throughout 2025, and was 58 per cent in 2025, up from 56 per cent in 2024.
Webstep believes in the flexibility and responsiveness of a decentralised model based on strong local
presence. One part of our sales and delivery model is that regional offices serve local clients with
considerable autonomy. The second part is the sale and delivery of teams independent of geographical
location. In this way, we leverage the full expertise and capacity of Webstep. Our “One Webstep”
approach implies that we capitalise on the decentralised model while at the same time gradually
improve efficiency through uniform and coordinated processes for all functions.
An important part of the Webstep strategy is to employ and offer highly qualified senior IT consultants
with significant experience. The Group employed 401 employees at the end of December, of which 361
were consultants. The Group's consultants have on average more than 10 years of experience. This
creates a solid foundation for a strong professional environment and high-quality deliveries. The
Webstep work culture is driven by the values of being skilled, innovative, generous and uncomplicated.
Webstep prioritises simplicity, transparency, and fairness in all aspects of our organisation. The
company’s flat hierarchy, transparent processes and incentivised compensation structure attract top-tier
professionals. Both the industry and Webstep work towards better gender balance which means
attracting more women. Webstep supports initiatives aimed at improving this situation, including
internal, strategic projects intended to contribute to this goal. Following the 2024 appointment of Anne
Kristine Lund as Webstep CEO, further changes to our executive management team have been made,
and the team now has more than 50 per cent female members. This enhances our credibility in the
diversity area. We also recognize the importance of corporate sustainability as described below.
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2025
Annual report
Top Technology experts
Webstep is a Company tailored for top tech experts. We deliver value through collaboration among our
employees and aim to create the best workplace for and together with them. Together, we cultivate the
Webstep culture, professional development, and long-term Webstep careers.
Webstep provides a unique opportunity for our consultants to continue their professional development,
learning and growth to ensure that our employees thrive in a supportive and challenging environment.
Our approach to development is both local and centralised, and involves providing our consultants with
meaningful assignments, professional networking opportunities, support for learning and a fair and
transparent employment environment.
Our consultants are exposed to clients from a wide range of public and private sectors. This exposure,
coupled with our investment in ongoing training and development, allows consultants to expand their
knowledge and skills. Additionally, the collaborative nature of consultancy work fosters a culture of
learning, where consultants can share best practices, learn from each other's experiences, and
continually improve their capabilities.
At Webstep, we are committed to providing our employees with a strong total package, ensuring
long-term career growth and satisfaction, covering competence activities, knowledge sharing,
professional challenges and continuous development.
The Group maintains a healthy work life balance and a beneficial compensation model, maintaining
clear and transparent communication about compensation policies and decisions.
Consolidated financial results for the Group
The following financial review is based on the consolidated financial statements of Webstep ASA and its
subsidiary Webstep AS. The statements have been prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the EU as well as the Norwegian accounting legislation.
In the view of the Board, the statements of comprehensive income, balance sheet , changes in equity
and cash flow, and the accompanying notes, provide satisfactory information about the operations,
financial results and position of the Group and the parent company 31 December 2025.
All amounts in brackets are comparative figures for 2024 unless otherwise specifically stated.
Consolidated statement of income and comprehensive income
Total operating revenues amounted to NOK 835.2 million, down 4.5 per cent from NOK 874.1 million in
2024. Revenue from own consultants was NOK 764.6 million in 2025 and NOK 808.2 million in 2024.
The revenue decrease of 5.4 per cent from own consultants was driven by reduced number of
consultants and lower utilisation compared to last year, whereas higher hourly rate affected positively.
Revenue from subcontractors was NOK 57.9 million (52.9). Webstep’s revenue model is primarily
based on hourly fees, with revenue capacity depending on the number of consultants and number of
working days available.
Calendar effects may therefore cause differences in revenue capacity between years. The average
number of employees in 2025 was 427 (449) and the number of working days was 252 (252). Revenues
from subcontractors can fluctuate over time depending on whether Webstep takes the lead in larger
projects in collaboration with partners.
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2025
Annual report
Cost of services and goods sold, primarily from use of subcontractors and re-sell related expenses,
amounted to NOK 66.0 million (61.4) for the year.
Personnel expenses include salaries and benefits, pension, social security tax, vacation pay and other
items. A high proportion of salary is variable. Webstep’s salary model is a merit-based model where the
consultants have a base salary in addition to a variable pay as a fixed share of the bill rate. Consultants
in an onboarding phase after employment or in-between projects receive a guaranteed base salary,
which is the main driver for higher personnel expenses in periods with high onboarding activity or
reduced utilisation.
Salaries and personnel costs amounted to NOK 645.6 million (682.0) for the full year. Due to strategic
organisational changes in 2025, the Group had non-recurring costs amounting to NOK 9.0 million.
Other operating expenses amounted to NOK 50.5 million (45.6) for the full year. The Group has made
significant investments in the strategy process and the branding project throughout the year, in addition
to NOK 1.4 million (0,0) bad debt write-off during the year. Webstep has historically had low losses on
account receivables.
Depreciation and impairment costs were NOK 17.1 million (18.3).
Total consolidated EBITDA amounted to NOK 73.0 million (85.1), and EBIT amounted to NOK 55.9
million (66.7).
Net financial costs were NOK 1.9 million (3.7) and income tax expense amounted to NOK 12.1 million
(13.9).
Net profit for the year was NOK 40.4 million (49.5), that resulted in EPS of NOK 1.55 (1.81).
Consolidated financial position
Total assets on 31 December 2025 amounted to NOK 593.6 million (632.7).
Non-current assets were NOK 378.6 million (388.5) and consisted mainly of intangible assets.
Intangible assets amounted to NOK 313.6 million (313.6), which per end of 2025 comprised primarily of
acquisition-related goodwill for the Norwegian business. There are no indications of impairment.
Right-of-use assets related to office rentals have been recognized in the balance sheet at the total
amount of NOK 55.9 million (63.2).
Total current assets of NOK 215.0 million (244.2) consisted of trade receivables, other current
receivables and cash and short-term deposits. Trade receivables amounted to NOK 105.3 million
(131.3). Revenues are invoiced on a monthly basis. Other current receivables were NOK 4.1 million
(30.6). Per year-end 2024, other current receivables included outstanding seller’s credit from the sales
of Webstep AB of NOK 25.0 million which was paid in April 2025. Cash and short-term deposits
amounted to NOK 105.5 million (82.4).
Total equity on 31 December 2025 was NOK 331.3 million (351.6). The change is mainly due to the
dividend paid in 2025 and change in annual result for the year.
Non-current liabilities amounted to NOK 45.2 million (52.8). At the end of 2025, non-current liabilities
only consisted of non-current leasing liabilities. Current liabilities of NOK 217.1 million (228.4) consisted
of current leasing liabilities, trade payables, tax payables, social taxes and VAT and other short-term
liabilities.
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2025
Annual report
Consolidated cash flow
Total net cash flow in 2025 amounted to NOK 23.2 million (6.9). Net cash flow from operating activities
amounted to NOK 102.0 million (28.1). The change in cash flow from operations compared to 2024 is
positively affected by decreased trade and other receivables. Other receivables in 2024 included a
deferred payment related to the sale of Webstep AB, amounting to NOK 25.0 million.
Net cash flow from investing activities was negative NOK 2.2 million (positive 35.0). The change relates
to proceeds from the sale of Webstep AB. Investments are mainly related to equipment for new
employees and office upgrades, and the level of investments were reduced from 2024 to 2025. The
nature of the Group’s operations requires relatively low levels of investments, and the Group has a
sufficient ability to finance any investment required as part of its regular operations through its net cash
flow from operating activities.
Net cash flow from financing activities was negative NOK 76.6 million (negative 56.3). The financing
activities in 2025 mainly consist of payment of dividends and payment of lease liabilities.
The Group had an unutilized Revolving Credit Facility (RCF) with SpareBank1 SR-Bank of NOK 110
million. The Group has not been in breach with the covenants of the RCF during 2025. See notes 17
and 19 for further details.
Research and development
Given the nature of the business of Webstep, we contribute to the digital R&D processes of the Group’s
customers, and explore the opportunities created by new technologies. The Group did not have any
defined R&D initiative in 2025 which met the criteria of an intangible asset. The recognition as an asset
is based on the management's assessment of future economic benefits from the projects and that the
criteria in IAS 38.57 is met.
The Group had no R&D initiative that qualified for the government R&D tax incentive scheme
(SkatteFUNN) in 2025.
Parent company results
Webstep ASA is the parent company of the Group. The Company facilitates and supports internal
processes for the Group, especially in areas such as finance, business development, communication
and marketing. The annual financial statements for Webstep ASA are prepared in accordance with the
Norwegian Accounting Act and the regulations on simplified application of international accounting
standards (IFRS).
The Company had an operating loss of NOK 26.2 million in 2025 (22.6). The Company’s net financial
items for 2025 was NOK 24.2 million (29.9) and mainly consists of Group contributions from its
subsidiary, Webstep AS. Net financial items were negatively affected by interest expenses from group
companies. Profit before tax amounted to negative NOK 2.1 million (positive 7.3). Net profit was NOK
negative 2.0 million (positive 7.3).
The book value of the Company’s investments in subsidiaries on 31 December 2025 is NOK 359.0
million (359.0).
The Company serves as both the administrator and owner of all Group bank accounts. As a result, any
positive cash flow generated by the Group directly improves the Company's cash position. Any deposits
generated by the Norwegian subsidiary are classified as liabilities to Group companies. At year-end the
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2025
Annual report
cash and short-term deposits amounted to NOK 105.6 million (82.4), and the liabilities to Group
companies amounted to NOK 331.6 million (270.3). Total receivables from Group companies amounted
to NOK 32.7 million (32.9). Equity amounted to NOK 128.2 million (169.0), which corresponds to an
equity ratio of 25.4 per cent (33.3). Changes in equity is mainly explained by profit for the period offset
by the proposed dividend for 2025.
Dividend payment
The Board of Directors considers that Webstep ASA had adequate equity and liquidity at the end of
2025. The Board of Directors will propose an ordinary dividend of NOK 1.49 per share for approval by
the Annual General Meeting 19 May 2026. The proposed dividend amounts to a total NOK 40.5 million.
Going concern
With reference to the Norwegian Accounting Act No. 3-3, the Board confirms its belief that conditions
exist for continuing operations and that these financial statements have been prepared in accordance
with the going concern principle. The confirmation is based on an estimated long-term profitable growth
and Webstep’s solid cash and equity standing.
Risk and risk management
The Group is exposed to various risks and uncertainties of operational, market, financial and regulatory
character. Webstep identifies and manages risks on an ongoing basis as part of its established
structure for internal control. The risk assessment gives input to both the annual strategy process as
well as the annual revision of the established control structure and control activities, to verify that these
have a good coverage and work efficiently according to the identified risks.
The risk factors described below have been identified as key risks by the management. The list is not
exhaustive.
Business risk
The Group is exposed to business risk especially related to the following areas:
Market development
The Group's results are affected by macroeconomic development and demand for its services. The
Group’s diversity of customers combined with various projects in different sectors and regions, have a
mitigating effect on the market risk exposure. Long-term contracts and consistent deliveries over time
have secured a low-volatility price structure. The variable salary model for the consultants also reduces
market risk exposure as the salary expenses to a large extent correlate with revenues.
Webstep has a strong local presence. The proximity to our customers and local market insight is
making it easier to actively use the collaboration between regions to mitigate the risk of local market
changes.
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2025
Annual report
Access to employees
The employees are the most important asset of Webstep. In order to ensure stable growth, the Group is
dependent on being an attractive employer to retain and attract new employees.
Webstep’s strategy is to continuously invest in new technological trends and services, provide
interesting and challenging assignments, and to offer attractive remuneration and benefits to its
employees. The compensation model is based on a high proportion of variable salary, which is closely
linked to the consultants’ individual performance.
Project risk and potential legal liability
Consultancy businesses are exposed to the risk of disagreements and legal disputes related to client
projects. A majority of the Group’s assignments are based on standardised agreements with “Time &
Material” pricing and monthly invoicing, which implies limited risk per contract. If the consultant can be
held responsible for gross negligence or willful misconduct, the Group may be liable to damages. In
order to reduce these risks, according to market practice, the Group has insurance coverage for
professional liability, occupational injury, general liability and employee dishonesty.
The Group has in the past been, and may in the future be, subject to legal claims, including those
arising in the normal course of business. Contracts may contain penalty clauses for the Group's failure
to timely deliver or failure to meet agreed service levels and the Group may face claims as a result of
breach of contract.
An unfavourable outcome on any litigation or arbitration matter could require that the Group pays
substantial damages, could prevent the Group from selling certain of its products or services, or in
connection with any intellectual property infringement claims, it could require that the Group pays
ongoing royalty payments. A settlement or an unfavourable outcome on any litigation or arbitration
matter could have an adverse effect on the Group's operating revenue and profitability.
Changes in laws and regulations in the markets where Webstep operates could hinder or delay the
Group's operations, increase the Group's operating costs and reduce demand for its services. Changes
in laws and regulations applicable to the Group could increase compliance costs, mandate significant
and costly changes to the way the Group implements its services and solutions, and threaten the
Group's ability to continue to serve certain markets.
Another risk in projects may pertain to the Company's reputation, if the work delivered in a project does
not have sufficient or expected quality it could harm the Company's reputation.
Risk related to cyber security
Businesses around the world are experiencing an increase in cyberattacks, and the introduction of AI
has made these attacks more sophisticated. This entails increasing information security risks in regards
to the Group’s internal infrastructure and customer deliveries. The Group is continuously working to
mitigate these threats through proactively updating routines and procedures, as well as monitoring the
security of its internal IT service portfolio via threat detection tools.
During 2025, the Group gathered these responsibilities under a new CTO role, and certification under
ISO27001 was initiated. Webstep is an important supplier of professional services within digitalization to
both the public and private sector, and knows the importance of making sure that both personnel
security, physical security, and digital IT security are maintained. To ensure a strong internal security
culture, the Group conducts awareness campaigns, and is actively following up on the guidelines and
recommended measures of the Norwegian National Security Authority (NSM).
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2025
Annual report
Financial risk
The Group’s executive management team and the Board of Directors monitor the following financial risk
factors on an ongoing basis and take the necessary actions when required.
Credit risk
Credit risk exposure for the Group is influenced mainly by the individual characteristics of each
customer. Webstep engages with large and regular customers and has had low historical losses on
receivables. Webstep has a diversified portfolio of customers in various industries.
Price risk
Price risk changes in the market can lead to a decline in hourly rates for IT services, which will impact
the Group´s revenue. Changes in customer demand, increased competition, technological changes, or
similar factors can influence the market development.
The variable salary model of the consultants reduces the risk exposure as the salary expenses to a
large extent correlate with revenues.
Currency risk
Currency risk refers to the exposure through operations across different countries, in regard to
unpredictable gains or losses due to changes in the value of one currency in relation to another
currency. Webstep only operates in Norway and does not have any customers outside Norway and only
limited exposure to vendors in foreign currencies.
Currently, the Group does not have any hedging positions in place to limit the exposure to exchange
rate fluctuations, as the Group has assessed the currency risk to be limited.
Interest rate risk
Interest rate risk exposure is primarily in relation to the Group’s revolving credit facility, issued at floating
interest rates based on NIBOR (Norwegian Interbank Offer Rate). As such, movements in interest rates
could affect the Group's business, results of operations, cash flows, financial condition and/or
prospects. The Group does not currently have any hedging positions in place to limit the exposure to
interest rate fluctuations, but are monitoring the development. The Group evaluates the interest rate risk
to be low due to the low net debt and strong financial position for the Group.
Liquidity risk
Liquidity risk arising from the Group not being able to meet its financial obligations as they fall due, is
considered low. The Group’s approach to manage liquidity risk is through proper liquidity planning to
ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to
the Group’s reputation. Executive management has monitoring controls in place to ensure that the
Group has sufficient liquidity.
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2025
Annual report
Corporate social responsibility, the environment
and employees
Webstep has a strong vision of making positive contributions to society. We aim to create value in the
interaction between people and technology, in everyday life, in businesses, and in society. By
acknowledging this responsibility, Webstep strives to generate profitability through its operations without
compromising ethical values, and with respect for individuals, the environment, and society. Webstep
can create value through digitalisation and the development delivered for our customers, in addition to
having proper guidelines for its operations with a focus on environment and climate, social
responsibility, and corporate governance. Of these, the last two factors, social responsibility and
corporate governance, are the most prominent for an IT consultancy firm like Webstep.
Webstep is a provider of IT consultancy services and offers expertise to solve demanding digitalisation
and IT projects in the private and public sector. The Company operates in a number of different
industries, such as oil and oil services, public administration, energy, banking and finance, retail,
transportation and IT and telecommunication. Webstep aims to be at the forefront of technological
development.
The Group has guidelines for corporate responsibility and ethical behavior which are part of the
employees’ work agreements. Webstep’s guidelines for corporate responsibility are based on the UN
Global Compact’s ten principles on human rights, labor, environment and anti-Corruption. Webstep’s
guidelines emphasise among others ethical behavior, strong data security, and encourage best practice
with regard to financial and practical business processes. All employees are required to comply with the
Company’s established guidelines which are essential to build strong relationships with clients,
suppliers and partners.
The nature of Webstep’s operations, delivering IT services, implies relatively low inherent risk within
areas for corporate responsibility such as environment, social conditions, work environment,
discrimination, human rights, corruption, bribery and equal opportunities. In addition to due diligence
assessments regarding the Transparency Act, Webstep performs risk assessments of business and
financial matters as well as Corporate Responsibility.
Employees
Webstep is a people company with the employees being its most important asset. The company's
business model thrives when consultants stay employed for a long time. At a strategic level, to secure
both low churn and a steady inflow of new employees, Webstep continuously builds the best possible
workplace for its employees in terms of health, safety, and environment management. The company is
committed to providing fair and favorable working conditions, skills development, and a positive social
environment. Webstep maintains a zero-tolerance policy against harassment, bullying and
discrimination, and actively supports its employees' personal and professional development.
Work environment, company culture and employees rights, terms and benefit
In line with being a people company, Webstep emphasises the work environment and the employees’
rights, terms and benefits, as well as their opportunities for personal development on and off work. This
is based on the idea that employees thrive in an environment built on trust, with the opportunity to make
a difference, and freedom to take responsibility and make mature decisions in the best interest of
oneself, the customers and the organisation. This focus supports Webstep’s ability to deliver as an IT
consultancy, with the employees being the greatest asset.
Webstep has established whistleblowing guidelines which are designed to reassure the employees that
any matters reported will be taken seriously, heard and assessed, followed up and answered. Webstep
has an established working environment committee (AMU) with selected representatives from the
16
2025
Annual report
employees and the administration of Webstep. Further, there are three elected employees serving as
board members in Webstep AS and observers to the Board of Directors in Webstep ASA.
The Group puts great emphasis on building a strong company culture and a healthy work environment
in and across all its geographical locations. The Webstep work culture is driven by the values of being
skilled, innovative, generous and uncomplicated. The Board of Directors considers the work
environment to be good and the collaborative relationship with employee observers to the Board is
perceived as positive.
Webstep runs annual employee surveys. The 2025 report, with a response rate of 73 per cent, was
conducted in March 2026 and covers the 2025 employee experiences. Willingness to recommend
Webstep as employer to others is indicated as the Employee Net Promoter Score (eNPS), which is a
commonly used measure of employee loyalty. Generally, an eNPS score below 0 is considered poor,
with 0 being average and 20-30 being good. Webstep's eNPS in the most recent survey is +22 (+25).
The illustration below shows key indexes from the Employee Survey for 2025:
Sickness and injuries
Webstep works systematically with health, safety and environment management and makes efforts to
mitigate health risks and prevent injuries. No accidents or injuries were registered neither in 2025 nor
2024. The employees on long-term sick leave are followed up by their respective managers, and the
reasons for the sick leave are not considered to be work environment related. The sickness rate in the
Group was for 2025 2.6 per cent, same as in 2024.
Environment and society
Webstep aims to create profitability without compromising ethical values, and with respect for
individuals, the environment and the society at large. Webstep recognizes its responsibility as an
organisation and employer to contribute to the achievement of UN’s Sustainable Development Goals
(SDGs). Among the listed SDGs, Webstep believes the company can have a significant impact on -
hence a strong internal focus on the following five of the UN Sustainable Development Goals:
17
2025
Annual report
Although Webstep’s operations have a limited negative effect on the environment, the Group makes
systematic efforts to reduce the environmental impact of its business. Webstep has received an
Eco-Lighthouse certification (Miljøfyrtårn), and has reviewed its routines and processes to be able to
contribute to the green shift in the best possible way. This includes sustainable procedures and
processes in areas including business travel, procurement and waste management. Climate risks
including increased focus on climate and sustainability, may affect customers behaviour by reduced
ability and willingness to invest in IT projects. However, it may also increase the demand for digital
solutions and IT consulting if this will be a solution for the customers to be in compliance with
regulations or requirements from stakeholders. Both scenarios may affect Webstep’s operations.
Ethics, fundamental human rights and proper working conditions
Webstep’s ethical guidelines shall ensure a high ethical standard for personal behavior and good
business practice, outlining the expectations and obligations that each employee has in order to
develop a healthy corporate culture. All employees acknowledge the ethical guidelines upon
commencement in the Company. This is done to ensure the correct understanding of the ethical
standards the Company operates under. Breach of the Group's ethical guidelines shall be reported in
accordance with the procedures for reporting of unacceptable conditions.
Webstep's commitments to human rights and decent working conditions are anchored in the company’s
internal policies and procedures that all employees must acknowledge. This includes, among other
things, the Group's Code of Conduct, ethical guidelines, corporate social responsibility guidelines, and
guidelines for health, safety, and environment.
Webstep has conducted due diligence assessments in accordance with The Transparency Act. The
Transparency Act aims to reduce the risk of human rights violations and ensure decent working
conditions within the Group, in the supply chain and among partners.
In the evaluation process, suppliers of significant size have been assessed, as well as according to the
industry in which the supplier operates and the type of service or delivery they provide to the Group,
their geographical affiliation, and Webstep's real influence on the supplier. Based on the results of the
assessments and nature of Webstep's business as a provider of IT consulting services, the Group
assesses the risk of human rights violations in the value chain and business in general to be relatively
low, but will monitor by performing annual due diligence assessments.
Work against corruption and bribery
Webstep has a zero-tolerance policy for corruption. All employees are expected to promote a strong
anti-corruption culture. The Group actively works to prevent undesirable behaviour and empowers its
employees to handle challenging situations, demands, and expectations in order to comply with ethical
guidelines
The Group has established an independent whistleblowing service where employees can report
concerns related to potential legal violations or breaches of guidelines, ethics, and social responsibility,
including inappropriate behaviour of any kind. There is a procedure in place for handling incoming
alerts. Webstep employees should feel confident that their views on potential issues of concern are
taken seriously, heard and considered, followed up, and responded to.
Equality and non-discrimination, diversity and inclusion
Webstep’s commitment to ensure diversity, promote equality, and prevent discrimination is integrated
into the Group's policies and values. This includes discrimination based on beliefs, ethnicity, gender,
gender identity, gender expression, sexual orientation, age, disability, pregnancy and caregiving tasks,
or skills and experience amongst others.
18
2025
Annual report
The IT consulting industry is characterised by a high share of male employees. Webstep recognises its
responsibility to strive for a better gender balance, and increasing the proportion of female employees is
an explicit strategic initiative for Webstep.
Webstep has historically had a low share of women in the Group’s management, however at the end of
2025 the share of women in executive management was 60 per cent. As of 31 December 2025, the
Group had a total of 401 employees (448). The proportion of women increased from 20 per cent at the
end of 2024 to 22 per cent on 31 December 2025.
In Webstep’s work on equality, a four-step model has been emphasised, through assessing possible
risks of discrimination and potential obstacles, putting in place initiatives and measures to further
promote diversity and evaluating this work to make further progress.
With regard to the IT industry at large, Webstep works hard to promote IT to future generations of
women in order to contribute to the closing of this gender gap.
The activities include actively participating in public debates as well as supporting events focused on
women in technology. In 2025 Webstep continued to invest time and resources to support 50 most
prominent women in tech by Abelia/Oda Network, TENK Tech Camp for girls aged 13-18 as well as
Jenter og teknologi organised by Abelia, Girl Tech fest and the initiative SheCodes.
Internal control framework
The Control Structure of Webstep guides the daily operations and decisions in the Group. The
prominent laws and external guidelines within Corporate responsibility are well covered (The Equality
and Anti-Discrimination Act, The Working Environment Act, The Transparency Act, in addition to
Webstep’s commitment to the UN Sustainable Development Goals). The key documents of the
Webstep control structure are the Group’s corporate governance policy, the Company’s dedicated
values, corporate guidelines, quality policy and due diligence policy.
The Equality and Anti-Discrimination Statement
The Equality and Anti-Discrimination Statement can be found further down in this report.
Corporate governance
Good corporate governance provides the foundation for long-term value creation, to the benefit of
shareholders, employees and other stakeholders. The Board of Directors of Webstep has established a
set of governance principles in order to ensure a clear division of roles between the Board of Directors,
the executive management and the shareholders. The principles are based on the Norwegian Code of
Practice for Corporate Governance.
Webstep is subject to annual corporate governance reporting requirements under section 2-9 of the
Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance, cf. section
4.4 of the continuing obligations for issuers of shares pursuant to Oslo Rule Book II – Issuer Rules. The
Accounting Act may be found (in Norwegian) at www.lovdata.no. The Norwegian Code of Practice for
Corporate Governance, which was last revised on 28 August 2025, may be found at www.nues.no.
The annual statement on corporate governance for 2025 has been approved by the Board and can be
found further down in this report.
19
2025
Annual report
Share and shareholder matters
The Company's shares have been listed on Oslo Stock Exchange since 11 October 2017. Webstep has
only one share class, where all shares have equal rights in the Company.
The shares are traded under the ticker WSTEP and had a closing price 31 December 2025 of NOK
18.50
The total number of outstanding shares 31 December 2025 was 27.2 million (excl. treasury shares).
The shares are registered in the Norwegian Central Securities Depository (VPS). The Company's
registrar is SR-Bank ASA. The shares carry the securities number ISIN NO 0010609662.
Dividend policy
Webstep has an ambition to create long term shareholder value in the form of dividend payments and
share price appreciation over time. Dividend payments will be considered in light of the Company's
financial situation and investment plans. The Company's objective is to pay annual dividends
representing minimum 75 per cent of the Group’s net profit.
In deciding whether to propose a dividend and in determining the dividend amount, the Board of
Directors will take into account legal restrictions, the Company's capital requirements, including capital
expenditure requirements, its financial condition, general business conditions and any restrictions that
its contractual arrangements in place at the time of the dividend resolution may place on its ability to
pay dividends and the maintaining of appropriate financial flexibility. Except in certain specific and
limited circumstances set out in the Norwegian Public Limited Companies Act, the amount of dividend
paid may not exceed the amount recommended by the Board of Directors.
The Board of Directors intends to propose a dividend of NOK 1.49 per share to the Annual General
Meeting that will be held in May 2026.
Long-term incentive program
The annual general meeting in 2019 approved a three year long long-term incentive program (the
“Long-term Incentive Program” or “LTIP”) for the Group´s executive management and other key
personnel as decided by the Board of Directors. Webstep’s LTIP is based on share options and has an
initial term of three years.
The number of options granted in each respective year cannot exceed 2.5 per cent of the Company's
share capital. The total number of issued options under the program cannot constitute more than 8 per
cent of the Company's share capital at any time. The LTIP is structured so that 25 per cent of the
options may be exercised following the first anniversary of the grant date, an additional 25 per cent of
the options may be exercised following the second anniversary of the grant date and the outstanding 50
per cent of the options may be exercised following the third anniversary of the grant date. The options
expire following the fifth anniversary of the grant date. The exercise of share options is conditional on
continued employment in the group at the exercise date.
The exercise price of the share options is equal to the volume-weighted average market price for the
Company’s shares on the Oslo Stock Exchange the six trading days prior to the grant date of the
relevant option. The share options vest if the senior executive remains employed during the vesting
period. The total number of outstanding options in the Company is 501,000 on 31 December 2025. The
outstanding options may be settled in cash. The potential dilution through the LTIP accounts was 8,309
shares in 2025. During the year a total of 78,000 vested shares were exercised. See note 20 and the
Remuneration Report available at the Webstep’s website for further details.
20
2025
Annual report
Changes to the executive management and Board of Directors
Executive Management
Arne Solheim moved into the newly established CTO role 1 January 2025, Henning Hesjedal joined
Webstep on 1 April 2025, replacing interim CFO Nina Stemshaug. Camilla Giske joined Webstep 1
August 2025 in a newly established role as Chief HR officer. Tom Henrik Rogstad joined Webstep as
head of Webstep Oslo in November 2025, replacing Anita Hansen. Runar Eidsaae Thorsrud joined as
Chief customer officer 1 February 2026 after Joar Krohn left the company in December 2025.
Board of Directors
At the ordinary general meeting in May 2025 Tone Lunde Bakker was elected as a new member of the
Board, replacing Anna Söderblom.
Directors’ and Officers’ Liability Insurance
Webstep has signed a directors’ and officers’ liability insurance agreement with QBE Europe SA/NV
covering the Board of Directors and executive management.
Events after the balance date
No events have taken place after the balance sheet date that would have had a material effect on the
financial statements or any assessments carried out. No material acquisitions or disposals of
companies were carried out after the balance sheet date.
Outlook
As we move forward, Webstep is well-positioned to capitalise on the fundamental technological shifts
reshaping our industry, particularly in artificial intelligence (AI) and digital transformation. Our position as
a provider of senior consultants with deep domain expertise represents a significant competitive
advantage in an increasingly complex technology landscape.
The implementation of our "One Webstep" operating model marks a strategic evolution in how we
operate, enabling better resource utilisation and stronger cross-regional collaboration while maintaining
our local presence. This transformation enhances our ability to match expert competencies with
customer needs and creates a scalable platform for future growth.
Looking ahead, we see several promising market developments. There is increasing demand for AI
implementation and strategic guidance, where our senior consultants are already delivering
production-ready solutions. We also observe growing interest in custom built and hybrid approaches to
system development, particularly as AI-enabled tools lower barriers for tailored solutions. The demand
for modernisation of legacy systems and cloud-native capabilities remains strong, and we continue to
expand our project-based and product-based deliveries to complement our traditional consultancy
services.
Our strengthened leadership team and enhanced commercial capabilities position us to pursue larger
enterprise clients and longer-term digital transformation initiatives. While we experienced some
headcount reduction in 2025, our ongoing recruitment initiatives show promising momentum, and we
remain committed to selective hiring of high-quality consultants.
21
2025
Annual report
Outlook
As we move forward, Webstep is well-positioned to capitalise on the fundamental technological
shifts reshaping our industry, particularly in artificial intelligence (AI) and digital transformation. Our
position as a provider of senior consultants with deep domain expertise represents a significant
competitive advantage in an increasingly complex technology landscape.
The implementation of our "One Webstep" operating model marks a strategic evolution in how we
operate, enabling beer resource utilisation and stronger cross-regional collaboration while
maintaining our local presence. This transformation enhances our ability to match expert
competencies with customer needs and creates a scalable platform for future growth.
Looking ahead, we see several promising market developments. There is increasing demand for AI
implementation and strategic guidance, where our senior consultants are already delivering
production-ready solutions. We also observe growing interest in custom built and hybrid approaches
to system development, particularly as AI-enabled tools lower barriers for tailored solutions. The
demand for modernisation of legacy systems and cloud-native capabilities remains strong, and we
continue to expand our project-based and product-based deliveries to complement our traditional
consultancy services.
Our strengthened leadership team and enhanced commercial capabilities position us to pursue
larger enterprise clients and longer-term digital transformation initiatives. While we experienced
some headcount reduction in 2025, our ongoing recruitment initiatives show promising momentum,
and we remain commied to selective hiring of high-quality consultants.
With a leaner cost base, improved operational alignment across regions, and a scalable business
model, Webstep is well-equipped to capture growth opportunities. Our focus remains on delivering
strategic customer value through the combination of technological capability and human insight that
has always been our hallmark.
The Board of Directors has proposed a dividend of NOK 1.49 per share. The proposed dividend
distribution will be on the agenda for the Company’s annual general meeting to be held on 19 May
2026.
The Board of Directors and CEO
Webstep ASA
Oslo, 22 April 2026
Kjell Magne Leirgulen
Siw Ødegaard
Bendik Nicolai Blindheim
Chair of the Board
Board member
Board member
Tone Lunde Bakker
David Bjerkeli
Kristine Lund
Board member
Board member
Chief Executive Oicer
23
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2025
Annual report
Statement by the Board of Directors and CEO
We confirm to the best of our knowledge that:
The consolidated financial statements for 2025 have been prepared in accordance with IFRS as
adopted by the EU, as well as additional information requirements in accordance with the Norwegian
Accounting Act, and that the financial statements for the parent company for 2025 have been
prepared in accordance with the Norwegian Accounting Act and generally accepted accounting
practice in Norway, and that the information presented in the financial statements gives a true and
fair view of the Company’s and the Group’s assets, liabilities, financial position and results for the
period viewed in their entirety, and that the Board of Directors’ report gives a true and fair view of
the development, performance and financial position of the Company and the Group, and includes a
description of the material risks that the Board of Directors, at the time of this report, deem might
have a significant impact on the financial performance of the Group.
The Board of Directors and CEO
Webstep ASA
Oslo, 22 April 2026
Kjell Magne Leirgulen
Siw Ødegaard
Bendik Nicolai Blindheim
Chair of the Board
Board member
Board member
Tone Lunde Bakker
David Bjerkeli
Kristine Lund
Board member
Board member
Chief Executive Oicer
24
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2025
Annual report
24
2025
Annual report
Financial Statements - Consolidated Group
Consolidated statement of comprehensive income
Audited
Audited
NOK'000
Note
2025
2024
Revenues
5
Total revenues
Cost of services and goods
Salaries and personnel cost
6, 7, 20
Depreciation and impairment
10, 11, 22
Other operating expenses
6
Total operating expenses
Operating profit/(loss)
Finance income
8
Finance expense
8
Net financial items
-1,865
-3,680
Profit/(loss) before tax from continued operations
Tax expense (income)
9
Profit/(loss) from continued operations
Profit/(loss) after tax from discontinued operations
Profit/(loss) from discontinued operations
-1,605
Profit/(loss) from total operations
Other comprehensive income:
Presentation currency effects
-905
Foreign currency translation differences
-13,070
Other comprehensive income for the period, net of tax
-13,975
Total comprehensive income for the year, net of tax
Total comprehensive income is attributable to:
25
2025
Annual report
Equity holders of the parent company
Profit/(loss) is attributable to:
Equity holders of the parent company
Earnings per share (NOK) from continued operations
21
Earnings per share, fully diluted (NOK) from continued
operations
21
Earnings per share (NOK) from discontinued operations
21
-0.06
Earnings per share, fully diluted (NOK) from discontinued
operations
21
-0.06
Total Earnings per share (NOK)
Total Earnings per share, fully diluted (NOK)
26
2025
Annual report
Consolidated statement of financial position
Audited
Audited
NOK'000
Note
12/31/25
12/31/24
ASSETS
Deferred tax asset
9
Goodwill
10
Fixed assets
11
Right-of-use-assets
11, 22
Total non-current assets
Trade receivables
12
Other current receivables
12
Cash and short-term deposits
13
Total current assets
Total assets
EQUITY
Share capital
14
Treasury shares
14
-1,013
-1,091
Share premium
Retained earnings
Total Shareholders equity
Total equity
LIABILITIES
Non-current leasing liabilities
17, 22
Total non-current liabilities
Current leasing liabilities
15, 22
Trade and other payables
16
Tax payable
9
Social taxes and VAT
16
Other short-term debt
16, 17
27
2025
Annual report
Total current liabilities
Total liabilities
Total equity and liabilities
Consolidated statement of change in equity
NOK'000
Note
Issued
capital
Treasury
shares
Share
premium
Foreign
currency
translatio
n reserve
Retained
earnings
Total
earned
equity
1 January 2024
-30
Profit for the period
Recycling of currency translation differences on
disposal of subsidiary
-13,975
-13,975
Purchase of treasury shares
14
-1,087
-24,095
-25,182
Share incentive program
20
Share issue
14
Dividends
24
-27,789
-27,789
Sale of treasury shares
14
31 December 2024
-1,091
Profit for the period
Share incentive program
20
Dividends
24
-62,322
-62,322
Sale of treasury shares
14
31 December 2025
-1,013
28
2025
Annual report
Consolidated statement of cash flows
Audited
Audited
NOK'000
Note
2025
2024
Operating activities
Profit/(loss) before tax from continued operations
Profit/(loss) before taxes from discontinued operations
-1,605
Profit/(loss) before taxes from total operations
Adjustments for:
Taxes paid for the period
9
-14,333
-10,163
Depreciation of property, plant and equipment
10, 11, 12
Interest income
8
-6,126
-3,830
Interest expense
8
Share-based payment expense
20
Net gain/loss sale of subsidiary
-169
Net change in trade and other receivables
12
-26,306
Net change in trade and other liabilities
16, 17
-6,154
-19,964
Net foreign exchange differences
-396
Interest received
8
Interest paid
8
-7,991
-7,510
Net cash flow from operating activities
Investing activities
Proceeds from sale of discontinued operations net of cash
disposed
Purchase of property and equipment
11
-2,223
-3,630
Net cash flow from investing activities
-2,223
29
2025
Annual report
Financing activities
Payment of principal portion of lease liabilities
15, 22
-15,439
-12,261
Net proceeds from equity
14
Purchase of treasury shares
14
-25,182
Sale of treasury shares
14
Payment of dividends
24
-62,322
-27,789
Net cash flows from financing activities
-76,636
-56,266
Net increase/(decrease) in cash and cash equivalents
Bank deposits and cash at beginning of period
13
Bank deposits and cash at end of period
30
2025
Annual report
31
2025
Annual report
Notes to the consolidated financial statements
32
2025
Annual report
33
2025
Annual report
34
2025
Annual report
35
2025
Annual report
36
2025
Annual report
37
2025
Annual report
38
2025
Annual report
39
2025
Annual report
40
2025
Annual report
41
2025
Annual report
42
2025
Annual report
43
2025
Annual report
44
2025
Annual report
45
2025
Annual report
46
2025
Annual report
47
2025
Annual report
48
2025
Annual report
49
2025
Annual report
50
2025
Annual report
51
2025
Annual report
52
2025
Annual report
53
2025
Annual report
54
2025
Annual report
55
2025
Annual report
56
2025
Annual report
57
2025
Annual report
58
2025
Annual report
59
2025
Annual report
60
2025
Annual report
61
2025
Annual report
62
2025
Annual report
63
2025
Annual report
64
2025
Annual report
65
2025
Annual report
66
2025
Annual report
Financial Statements - Parent company
Statement of comprehensive income
Unaudited
Audited
NOK'000
Note
2025
2024
Salaries and personnel expenses
3, 4, 12
-11,560
-12,262
Depreciation and impairment
5
-31
-38
Other operating expenses
3
-14,642
-10,247
Total operating expenses
-26,234
-22,546
Operating profit/(loss)
-26,234
-22,546
Finance income from group companies
7
32,694
42,806
Interest income from group companies
7
704
-
Other interest income
4,402
3,281
Other finance income
1,065
35
Interest expense from group companies
7
-12,176
-11,552
Other interest expenses
-2,523
-2,394
Other finance expenses
6, 7
-18
-2,321
Net financial items
24,148
29,856
Net profit before income tax
-2,085
7,309
Income tax expense
10
-117
-26
Profit for the year
-1,968
7,335
Total comprehensive income for the year, net of tax
-1,968
7,335
Attributable to:
Dividends
40,490
62,322
Change in retained earnings
-42,458
-54,987
Total
-1,968
7,335
67
2025
Annual report
Statement of financial position
Unaudited
Audited
NOK'000
Note
12/31/25
12/31/24
ASSETS
Deferred tax asset
10
648
531
Property, plant and equipment
5
56
59
Investments in subsidiaries
6, 9
359,025
359,025
Loans to group companies
7
6,230
5,525
Total non-current assets
365,959
365,141
Other current receivables
7
1,052
27,067
Receivables from group companies
7
32,694
32,939
Cash and short-term deposits
2, 9
105,547
82,369
Total current assets
139,292
142,375
Total assets
505,251
507,516
EQUITY
Share capital
11, 12
28,188
28,188
Treasury shares
12
-1,013
-1,091
Share premium
187,953
187,953
Retained earnings
-86,947
-46,067
Total Shareholders equity
128,180
168,982
Total equity
128,180
168,982
LIABILITIES
Trade and other payables
399
610
Social taxes and VAT
411
718
Dividend
40,490
62,322
Other short-term debt
8
4,231
4,579
Current debt to group companies
7
331,540
270,304
Total current liabilities
377,071
338,534
Total liabilities
377,071
338,534
Total equity and liabilities
505,251
507,516
68
2025
Annual report
The Board of Directors and CEO
Webstep ASA
Oslo, 22 April 2026
Kjell Magne Leirgulen
Siw Ødegaard
Bendik Nicolai Blindheim
Chair of the Board
Board member
Board member
Tone Lunde Bakker
David Bjerkeli
Kristine Lund
Board member
Board member
Chief Executive Oicer
72
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2025
Annual report
Statement of change in equity
NOK'000
Note
Issued
capital
Treasury
shares
Share
premium
Retained
earnings
Total
earned
equity
1 January 2024
28,188
-1,091
187,953
-46,067
168,982
Profit for the period
-1,968
-1,968
Share incentive program
532
532
Dividends
-40,490
-40,490
Sale of treasury shares
78
1,048
1,126
31 December 2025
28,188
-1,013
187,953
-86,947
128,180
70
2025
Annual report
Statement of cash flow
Unaudited
Audited
NOK'000
Note
2025
2024
Operating activities
Profit/(loss) before tax
54,085
63,046
Profit/(loss) before tax
52,480
63,371
Adjustments for:
Taxes paid
-
-4,609
Depreciation of property, plant and equipment
5
31
38
Share-based payment expense
12
532
900
Net loss sale of subsidiary
6, 7
-
2,314
Net change in other receivables
26,015
-28,096
Net change in trade creditors
-211
-544
Net change in other liabilities
8
-348
-3,035
Net change in Social Taxes and VAT
8
-307
126
Net cash flow from operating activities
23,627
-25,598
Investing activities
Proceeds from sale of subsidiary
6
-
50,869
Investments in property and equipment
5
-28
-28
Net cash flow from investing activities
-28
50,841
Financing activities
Change in intercompany balances
7
60,777
38,063
Net proceeds from equity
-
8,531
Purchase of treasury shares
-
-25,182
Sale of treasury shares
1,126
435
Payment of dividends
-62,322
-27,789
Net cash flows from financing activities
-421
-5,942
Net increase/(decrease) in cash and cash equivalents
23,178
19,302
Bank deposits and cash at beginning of period
82,369
63,066
Bank deposits and cash at end of period
105,547
82,369
71
2025
Annual report
Notes to the financial statements - Parent company
Note 1
General information
The Company and the Group
Webstep ASA, the parent company (the Company) of the Webstep Group (the Group) is a limited
liability company incorporated and domiciled in Norway, with its head office Rebel, Universitetsgata 2,
0164 Oslo, Norway. The annual report for Webstep ASA (the Company) is prepared according to the
Norwegian Accounting Act 1998 § 3-9 and Regulations on simplified IFRS as enacted by the Ministry of
Finance on 21 January 2008. In all material aspects, Norwegian Simplified IFRS requires that the IFRS
recognition and measurement criteria (as adopted by the European Union) are complied with, but
disclosure and presentation requirements (the notes) follow the Norwegian Accounting Act and
Norwegian Generally Accepted Accounting Standards. Simplified IFRS The Company has adopted the
following simplified IFRS recognition and measurement criteria: Dividend and group contribution is
accounted for in accordance with the Norwegian Accounting Act, deviating from IAS 10, IAS 12 and IAS
13.
Management’s assessment of accounting principles
The management has used estimates and assumptions that have impacted assets, liabilities, income,
expenses and information about potential obligations, particularly relating to depreciation of property,
plant and equipment, assessment of goodwill and acquisitions. Future events may cause changes in
estimates. Estimates and the underlying assumptions are continuously assessed. Changes in
accounting estimates are recognised in the accounting period these changes occur. If the changes also
apply to future periods, the impact will be distributed over the current and future periods
Subsidiaries and investments in associates
Subsidiaries and investments in associates are valued by the cost method in the parent company
accounts. The investment is valued as the cost of acquiring shares in the subsidiary, providing that write
down is not required. Write down to fair value will be carried out if the reduction in value is caused by
circumstances which may not be regarded as incidental and deemed necessary by generally accepted
accounting principles. Write downs are reversed when the cause of the initial write down is no longer
present. Dividends and other distributions are recognised in the same year as appropriated in the
subsidiary accounts. Dividends from other companies are recognised when the shareholders’ rights to
receive dividend has been determined by the General Meeting. If dividends exceed withheld profits after
acquisition, the exceeding amount represents reimbursement of invested capital, and the distribution
will be subtracted from the value of the acquisition in the balance sheet. Group contributions received
from subsidiaries are recognised if it exceeds withheld profits after acquisition. Group contribution is
recognised at gross value before tax at the time of recognition. Reimbursement of invested capital will
reduce the value of the acquisition in the balance sheet. Group contribution will then be recognised at
net value after tax. Group contribution to subsidiaries increases the value of the investment. Group
contribution paid is recognised at net value net after tax.
Balance sheet classification
Current assets and current debt comprise assets and debt due within one year. Other entries are
classified as fixed assets and/or long-term creditors. Current assets are valued at the lower of
acquisition cost and fair value. Short term creditors are recognised at nominal value. Fixed assets are
valued at the cost of acquisition, in the case of non-incidental reduction in value the asset will be written
down to the fair value amount. Fixed assets with limited lifetime are depreciated. Long term debt is
recognised at historical nominal value.
Other receivables
Other current receivables are recorded in the balance sheet at nominal value less provisions for
doubtful debts. Provisions for doubtful debts are calculated based on individual assessments. In
72
2025
Annual report
addition, for the remainder of accounts receivables outstanding balances, a general provision is carried
out based on expected loss.
Leasing
IFRS 16 supersedes IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease,
SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving
the Legal Form of a Lease. The standard sets out the principles for the recognition, measurement,
presentation and disclosure of leases and requires lessees to recognise most leases on the balance
sheet. No contracts, fulfilling the requirements of contracts in IFRS 16, have been identified in the
Company as a lessee.
Foreign currency translation
Foreign currency transactions are translated using the year end exchange rates.
Property, plant and equipment
Property, plant and equipment is capitalised and depreciated over the estimated useful economic life of
the asset. Direct maintenance costs are expensed as incurred, whereas improvements and upgrading
are assigned to the acquisition cost and depreciated along with the asset. If the carrying value of a
non-current asset exceeds the estimated recoverable amount, the asset is written down to the
recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value.
Provisions
A provision is recognised in the balance sheet when the Group has a legal or constructive obligation
because of a past event, and it is probable that an outflow of resources will be required to settle the
obligation, and a reliable estimate of the amount can be made. If the effect is material, the provision is
determined by discounting the expected future cash flows at a pre-tax rate that reflects the current
market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Intangible assets
Intangible assets acquired separately are measured at initial recognition at cost. The cost of intangible
assets acquired in a business combination is their fair value at the date of acquisition. Following initial
recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated
impairment losses. Internally generated intangibles, excluding capitalised development costs, are not
capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure
is incurred. The useful lives of intangible assets are assessed as either finite or indefinite Intangible
assets with finite lives are amortised over the useful economic life and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period and
the method are reviewed at least at the end of each reporting period. Changes in the expected useful
life or the expected pattern of consumption of future economic benefits are considered to modify the
amortisation period or method, as appropriate, and are treated as changes in accounting estimates.
Pensions
The Company has a Defined Contribution Pension plan. Annual premium is recognised on a continuous
basis and classified as payroll costs.
Income tax
Tax expenses in the profit and loss account comprise both tax payable for the accounting period and
changes in deferred tax. Deferred tax is calculated at 22 per cent based on existing temporary
differences between accounting profit and taxable profit together with tax deductible deficits at the year
end. Temporary differences both positive and negative, are balanced out within the same period.
Deferred tax assets are recorded in the balance sheet to the extent it is more likely than not that the tax
assets will be utilised. To the extent that group contribution is not registered in the profit and loss, the
tax effect of group contribution is posted directly against the investment in the balance.
73
2025
Annual report
Cash flow statement
The cash flow statement is presented using the indirect method. Cash and cash equivalents include
cash, bank deposits and other short term, highly liquid placement with original maturities of three
months or less.
Equity
Financial instruments are classified as debt or equity in accordance with the underlying financial reality.
Interest, dividend and profit or loss related to a financial instrument classified as debt, will be presented
as cost or income. Dividend payments to holders of financial instruments classified as equity will be
booked against equity. Own equity instruments that are reacquired (treasury shares) are recognised at
cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale,
issue or ‘s cancellation of the Company’s own equity instruments. Transaction costs related to an equity
transaction will be booked against equity, net of taxes.
Share-based payments
Employees, including senior executives of the Company, receive remuneration in the form of
share-based payments, whereby employees render services as consideration for equity instruments
(equity-settled transactions). Employees in the Norwegian companies of the Group have been granted
shares at discounted prices, within the limit for such grants according to Norwegian tax legislation
(equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is
made using an appropriate valuation model. The cost is recognised in employee benefits expense,
together with a corresponding increase in equity, over the period in which the service and the
performance conditions are fulfilled (the vesting period). The cumulative expense recognised for
equity-settled transactions at each reporting date until the vesting date reflects the extent to which the
vesting period has expired and the Group's best estimate of the number of equity instruments that will
ultimately vest. The expense or credit in the statement of profit or loss for a period represents the
movement in cumulative expense recognised as at the beginning and end of that period. The dilutive
effect of outstanding options is reflected as additional share dilution in the computation of diluted
earnings per share. The discounts granted to employees in the Norwegian entities are recognised as a
cost in salaries and personnel cost in the profit and loss statement.
74
2025
Annual report
Note 2
Bank deposits
Webstep ASA has restricted cash of TNOK 415 (2024: TNOK 544) to cover taxes withheld.
Note 3
Salaries, remuneration and audit fees
Board remuneration
Compensation to board members is not performance-related. Compensation to the Board is determined
by the Annual General Meeting, and the accrued cost for 2025 is based on the decision made by the
Annual General Meeting. The compensation is paid in arrears.
Determination of remuneration to executive management
The Company's executive management employed in the Parent Company comprises the Chief
Executive Officer (CEO) and the Chief Financial Officer (CFO). Remuneration to executive management
is mainly fixed salary as well as performance based bonus. CEOs bonus is decided by the remuneration
committee.
The executive management is entitled to participate in the Long-term incentive programme as described
in note 22.
For details see the Remuneration Report available on www.webstep.no.
Audit fees
The company has paid the following to EY for audit services in 2025:
Audit fees: TNOK 525.0
Other attestation services: NOK 0.0
Note 4
Pension costs
The Group has an occupational pension scheme in accordance with the Act on Required Occupational
Pensions. The Company has defined contribution plans for all of its employees, governed by the
employment laws. The pension premium charge was TNOK 209 in 2025.
75
2025
Annual report
Note 5
Fixed assets
NOK'000
Equipment, fixtures
and furniture
Total
Cost 1 January 2025
198
198
Additions
28
28
Cost 31 December 2025
226
226
Depreciation and impairment 1 January 2025
-139
-139
Depreciation charge for the year
-31
-31
Depreciation and impairment 31 December 2025
-170
-170
Net book value 31 December 2025
56
56
Useful life
3 - 5 year
Depreciation method
Straight line
Note 6
Subsidiaries, associated companies
Acquired
Name
Office
Ownership
Profit/loss
2025
Equity at
31.12
Net book
value at
31.12
Webstep AS
10-05-2011
Oslo
100%
68,860
209,279
359,025
In 2024, Webstep ASA sold its shares in Webstep AB. For more information about the sale, see the
Group's note 7 on Discontinued operations in the 2024 Annual Report.
76
2025
Annual report
Note 7
Intercompany receivables and payables
NOK'000
2025
2024
Intercompany receivables
Receivable group contribution Webstep AS
32,694
32,939
Other receivables Webstep AS
6,230
5,525
Total intercompany receivables
38,924
38,465
Intercompany payables
Payables cash pool Webstep AS
331,540
270,304
Total intercompany payables
331,540
270,304
Intercompany finance income
Received dividend
-
9,867
Interest income
704
-
Recognized group contribution
32,694
32,939
Total intercompany finance income
33,398
42,806
Intercompany finance expense
Interest expense
12,176
11,552
Loss on sale of subsidiary
-
2,314
Total intercompany finance expense
12,176
13,867
Note 8
Other current payables
NOK'000
2025
2024
Provision salaries and holiday pay
4,181
2,181
Total other short-term debt
50
2,398
Total
4,231
4,579
Note 9
Pledges and guarantees
A revolving credit facility is part of the Group's cash pooling system with a credit limit of NOK 110
million. Net drawn on the group facility at 31 December 2025 was NOK 0 million.
77
2025
Annual report
The Company has no loans with payments due past 5 years.
Booked value of assets pledged as security:
NOK'000
2025
2024
Shares in Webstep AS
359,025
359,025
Fixed assets
56
59
Receivables
39,975
65,531
Bank deposits
415
544
Total pledged assets
399,471
425,160
Note 10
Taxes
Current year tax base:
NOK'000
2025
2024
Accounting profit before tax
-2,085
7,309
Permanent differences
1,553
-7,426
Group contribution as income, taxable
-32,694
-32,939
Change in temporary differences
532
117
Tax base before group contribution
-32,694
-32,939
Received group contribution including tax
32,694
32,939
Tax base for the year
-
-
Tax payable (22%)
-
-
Tax payable in the balance sheet
-
-
Income tax expense for the year
Tax payable
-
-
Changes in deferred tax
117
26
Total income tax expenses for the year
117
26
Temporary differences
Fixed assets
-26
-24
Provisions, not yet tax deductible
-2,919
-2,389
Net temporary differences at 31.12
-2,945
-2,413
Deferred tax assets/deferred tax (22%)
-648
-531
78
2025
Annual report
Effective tax rate:
Expected income tax
-459
1,608
Permanent differences
342
-1,634
Income tax expense
-117
-26
Note 11
Share capital and shareholders
Share capital as of 31 December 2025
Number of shares
Face value
Net book
value
Ordinary shares
28,187,668
NOK 1
28,188
Largest Shareholders
Shareholder name
Shares
Ownership
Voting
rights
EMBRO EIENDOM AS
8,312,727
29.5%
30.6%
HVALER INVEST AS
2,989,936
10.6%
11.0%
HOLMEN SPESIALFOND
2,738,860
9.7%
10.1%
SALT VALUE AS
1,547,102
5.5%
5.7%
INNOVEMUS AS
877,161
3.1%
3.2%
VPF FONDSFINANS UTBYTTE
849,125
3.0%
3.1%
VPF FIRST OPPORTUNITIES
830,000
2.9%
3.1%
J.P. Morgan SE
794,149
2.8%
2.9%
J.P. Morgan SE
664,317
2.4%
2.4%
INTERTRADE SHIPPING AS
400,000
1.4%
1.5%
ESPEDAL & CO AS
308,980
1.1%
1.1%
KRISTIAN FALNES AS
250,000
0.9%
0.9%
MP PENSJON PK
224,000
0.8%
0.8%
LEROLI AS
200,000
0.7%
0.7%
BJARØY KAPITAL AS
175,782
0.6%
0.6%
Nordnet Bank AB
111,250
0.4%
0.4%
J.P. Morgan SE
105,666
0.4%
0.4%
AASE INVESTERING AS
100,000
0.4%
0.4%
NORDNET LIVSFORSIKRING AS
97,927
0.3%
0.4%
ALIDERA AS
91,437
0.3%
0.3%
Other shareholders
5,506,310
19.5%
20.3%
79
2025
Annual report
Total number of shares excluding treasury shares
27,174,729
96.4%
100.0%
Treasury shares as of 31 December *
1,012,939
3.6%
Total shares issued
28,187,668
100.0%
*Webstep ASA holds 1,012,939 treasury shares. These shares have no voting rights nor dividend rights.
Shareholding by board members, management and their related parties as of 31 December
Shares
Ownership
Voting
rights
Board of Directors
David Bjerkeli (Fjellhammer Invest AS)
11,500
0.04%
0.04%
Kjell Magne Leirgulen (KML Invest AS)
25,000
0.09%
0.09%
Siw Ødegaard (Kvinnesiden AS)
13,025
0.05%
0.05%
Executive Management
Dagfinn Haslebrekk
7,618
0.03%
0.03%
Cathrine Fredhøi
3,483
0.01%
0.01%
Kjell Magne Leirgulen is employed by Embron Group AS, which owned 8,312,727 shares in Webstep ASA as of 31
December 2025. David Bjerkeli is employed by Hvaler Invest AS, which owned 2,989,936 shares in Webstep ASA as of 31
December 2025.
Note 12
Share based payments
Share based payment programmes
Long-term incentive programme ("LTI")
Under the Long-term incentive programme, share options of the parent are granted to senior executives
of the Group. The exercise price of the share options is equal to the market price of the underlying
shares on the date of grant. The share options vest if the senior executive remains employed during the
vesting period.
The fair value of the share options is estimated at the grant date using the Black-Scholes option pricing
model, taking into account the terms and conditions on which the share options were granted.
515,876 options were granted 18 November 2019, whereof 46,884 were forfeited during 2020, 23,461
were forfeited during 2021, 46,884 were forfeited during 2022 and 18,461 were forfeited during 2024.
The options have vested in the following tranches:
- 111,381 options vested 18 November 2020
- 111,381 options vested 18 November 2021
80
2025
Annual report
- 157,424 options vested 18 November 2022
546,000 options were granted 24 November 2020, whereof 52,000 were forfeited during 2021, 78,000
were forfeited during 2022, 13,000 were forfeited during 2023 and 78,000 were forfeited during 2025.
The options have vested in the following tranches:
- 123,500 options vested 24 November 2021
- 97,500 options vested 24 November 2022
- 104,000 options vested 24 November 2023
98,000 options were granted 10 February 2021, whereof 49,000 were forfeited during 2023.
The options have vested in the following tranches:
- 24,500 options vested 10 February 2022
- 24,500 options vested 10 February 2023
26,000 options were granted 26 May 2021.
The options have vested in the following tranches:
- 6,500 options vested 26 May 2022
- 6,500 options vested 26 May 2023
- 13,000 options vested 26 May 2024
650,000 options were granted 25 November 2021, whereof 100,000 were forfeited during 2022, 75,000
were forfeited during 2023, 150,000 were forfeited during 2024 and 150,000 were forfeited during 2025.
The options have vested in the following tranches:
- 43,750 options vested 25 November 2022
- 43,750 options vested 25 November 2023
- 87,500 options vested 25 November 2024
25,000 options were granted 21 February 2022, whereof 25,000 were forfeited during 2024. 200,000
options were granted on 6 June 2024.
The options will vest in the following tranch:
- 200,000 options vest 6 June 2027
100,000 options were granted on 8 April 2025.
The options will vest in the following tranch:
- 100,000 options vest 8 April 2028
Exercise price
- Exercise price for options granted 18 November 2019 is NOK 18.20
- Exercise price for options granted 24 November 2020 is NOK 19.43
- Exercise price for options granted 10 February 2021 is NOK 20.12
- Exercise price for options granted 26 May 2021 is NOK 29.35
- Exercise price for options granted 25 November 2021 is NOK 34.94
- Exercise price for options granted 21 February 2022 is NOK 34.94
- Exercise price for options granted 6 June 2024 is NOK 23.48
- Exercise price for options granted 8 April 2025 is NOK 29.00
81
2025
Annual report
The potential dilution through the LTIP accounts was 8,309 shares in 2025. 78,00 of the vested shares
have been exercised.
The share options can be exercised up to five years after the grant date. Therefore, the contractual term
of each option granted is five years. In the event the Company is not capable of delivering shares
following an exercise of options, the Company shall fulfil its obligations through a cash-out.
NOK'000
2025
2024
Expense arising from equity-settled share-based payment transactions related to the Long-term
incentive programme
531
900
Social security tax provisions
-58
-413
Granted instruments:
Option
Option
Quantity
100,000
200,000
Contractual life*
6
6
Strike price*
31.3
23.48
Share price*
24.6
22.3
Expected lifetime*
3
4
Expected volatility*
33.27%
32.10%
Risk-free interest rate*
3.63%
3.46%
Dividend yield
0
0
Model used
Black-Scholes
Black-Scholes
Fair value per instrument*
4.39
6.36
Expenses
NOK'000
2025
2024
Expenses related to the Long-term Incentive Programme (LTI)
531
900
Total share based payment expenses in the period
531
900
Social security tax expense for the period
103
457
Social security tax accrual for the period
-58
-413
82
2025
Annual report
Movements during the year (LTI programme)
Long-term incentive programme
2025
2025
2024
2024
Number of
instruments
Weighted
Average
Strike Price
Number of
instruments
Weighted
Average
Strike Price
Outstanding at 1 January
629,000
27.3
1,165,170
24.36
Granted
100,000
29
200,000
23.48
Exercised
-78,000
16.73
-542,709
16.52
Released
Adjusted
Performance Adjusted
Cancelled
Forfeited
-125,000
29.94
-75,000
33.24
Expired
-25,000
29.94
-118,461
29.63
Outstanding at 31 December
501,000
25.97
629,000
27.3
Vested at 31 December
201,000
29.22
429,000
29.08
The weighted average exercise prices for options outstanding
24.14
21.98
Total share
options per 31.12.25
Granted
2025
Granted
2024
Number of share options
Title
Anne Kristine Lund
Chief Executive Officer, CEO
200,000
0
200,000
Henning Hesjedal
Chief Financial Officer, CFO
100,000
100,000
0
Kristine Lund's options were granted on 6 June 2024 and Henning Hesjedal's options were granted on 8 April 2025
83
2025
Annual report
84
2025
Annual report
Annual statement on corporate governance
Webstep ASA’s (“Webstep” or the “Company” and together with its subsidiaries the “Group”) corporate
governance policy is based on, and complies with, the Norwegian Code of Practice for Corporate
Governance (the “Code of Practice”).
Good corporate governance will strengthen confidence in Webstep and help to ensure the greatest
possible value creation over time, in the best interests of shareholders, employees and other
stakeholders. The objective of the Code of Practice is that companies listed on Norwegian-regulated
markets shall practice corporate governance that regulates the division of roles between shareholders,
the Board of Directors (or the “Board”) and executive management more comprehensively than is
required by legislation.
Webstep ASA is a publicly listed company and is subject to annual corporate governance reporting
requirements under section § 2-9 of the Norwegian Accounting Act and the Norwegian Code of Practice
for Corporate Governance, cf. section 4.4 of the continuing obligations for issuers of shares pursuant to
Oslo Rule Book II – Issuer Rules. The Accounting Act may be found (in Norwegian) at www.lovdata.no.
The Norwegian Code of Practice for Corporate Governance, which was last revised on 14 October
2021, may be found at www.nues.no.
The annual statement on corporate governance for 2025 is based on the disposal in the Accounting Act
§ 2-9 as well as the disposal for Corporate Governance Policy for the Group, and was adopted by the
Board of Directors on 22 April 2026:
1. The Group’s corporate governance is in compliance with the Code of Practice.
2. The Code of Practice is available on www.nues.no.
3. The Board of Directors has below made a statement of corporate governance and comments
on any deviations are made under each chapter.
4. In chapter 10, the main elements of Webstep’s’ risk and internal control in the financial
reporting process are described.
5. Webstep has no shareholder decisions that expand or differ from the Norwegian Public Limited
Liability Companies Act, chapter 5.
6. The composition of the Board, the remuneration committee, the nomination committee and the
audit committee are described in chapter 7, 8 and 9. The main elements of their instructions
and guidelines are described in chapter 8 and 9.
7. Shareholder decisions that regulate the election period for the Board of Directors are described
in chapter 8.
8. Shareholder decisions and Board of Directors authorizations for issue of new shares or
purchase of own shares are described in chapter 3.
Statement on Corporate Governance
The Group follows the Code of Practice. The Board is responsible for making sure that the Group has
good corporate governance. Webstep provides an overview of the Group's corporate governance in the
Group's annual report (herein). Also, the Company's website will have a description of the main
corporate governance principles of the Group for external stakeholders to see.
The annual review of the Group’s compliance with the Code of Practice was adopted on 22 April 2026.
85
2025
Annual report
Business
The Company's business objective is stated in the Company’s articles of association section 3 and
reads as follows: "The Company's objective is to own companies that offer services and products within
the area of information technology, as well as conducting business associated therewith.” Webstep’s
articles of association are available on the Company’s website webstep.no.
The Board of Directors has defined objectives, strategies and risk profiles for the Company's business
activities, such that the Company creates value for its shareholders in a sustainable manner. These
objectives, strategies and risk profiles are evaluated annually.
The Company has established guidelines and principles which are used to integrate considerations to
human rights, employee rights and social matters, the external environment and anti-corruption efforts
in its business strategies, its day-to-day operations and in relation to its stakeholders. As an
IT-consultancy firm, value creation within environmental, social, and governance aspects is primarily
driven by services delivered through the Company’s clients.
Equity and Dividends Equity
Webstep believes in further profitable growth in the years to come. To reach this, the Company needs to
have a solid capital structure and liquidity.
The Group’s consolidated equity amounted to NOK 331.3 million as of 31 December 2025, which
corresponds to an equity ratio of 55.8 per cent. Consolidated equity adjusted for proposed dividends,
will be NOK 290.8 million.
Neither the Company nor the Group has any long-term liabilities except leasing liabilities related to
office premises.
Cash and cash equivalents were NOK 105.5 million as of 31 December 2025. Further, the Group has a
Revolving Credit Facility (RCF) of NOK 110 million which was unutilized at year end.
The Board of Directors considers that the Group has a capital structure that is appropriate to its
objectives, strategy and risk profile.
Authorizations to Increase Share Capital
Authorizations granted to the Board to increase the Company’s share capital shall be restricted to
defined purposes. If the general meeting is to consider authorizations to the Board for the issuance of
shares for different purposes, each authorization shall be considered separately by the general meeting.
Authorizations granted to the Board shall be limited in time to no longer than until the next annual
general meeting.
The annual general meeting on 16 May 2025 granted the Board of Directors an authorization to
increase the share capital by up to NOK 5,637,534 to be used to give the Board of Directors financial
flexibility in connection with financing further growth, to issue shares as consideration in connection with
acquisition of other companies, businesses or assets or to finance such acquisitions, and includes
share capital increases with share contribution in other assets than cash etc. and in connection with
mergers. The preferential rights of the existing shareholder to subscribe for new shares pursuant to
Section 10-4 of the Norwegian Public Limited Companies Act (the "Companies Act") may be deviated
from with respect to the mentioned authorization. The authorisation is valid until the Company's annual
general meeting in 2026, but no longer than to and including 30 June 2026.
86
2025
Annual report
Further the annual general meeting on 16 May 2025 granted the Board of Directors an authorization to
increase the share capital by up to NOK 2,818,769 to be used in connection with the long-term incentive
program and share savings program for the management and the Board of Directors (see section 12).
The authorization may be used to increase the Company's share capital in connection with the Group's
at any time applicable option programmes, share purchase programmes and any other incentive
programs for members of the executive management and other leaders, other employees and board
members. The authorization comprises share capital increases against contribution in kind and the right
to incur specific obligations on behalf of the Company, cf. section 10-2 of the Norwegian Public Limited
Companies Act. The preferential rights of the existing shareholder to subscribe for new shares pursuant
to Section 10-4 of the Norwegian Public Limited Companies Act (the "Companies Act") may be deviated
from with respect to the mentioned authorization. The authorisation is valid until the Company's annual
general meeting in 2026, but no longer than to and including 30 June 2026.
Authorization to Purchase Own Shares
The Board of Directors’ recommendation is that its authority to buy the Company’s own shares shall be
granted for a period limited to the next annual general meeting. Repurchase of own shares, followed by
termination of such shares, could be an important tool for optimising the Company's capital structure.
Further, such authorization will also give the Company the opportunity to use its own shares in a
potential share incentive scheme and as consideration, partly or in whole, in connection with acquisition
of businesses.
The annual general meeting on 16 May 2025 granted the Board of Directors an authorization to acquire
own shares on one or several occasions, with a maximum aggregated value of NOK 2,818,769.
The highest amount that may be paid per share is NOK 100 and the lowest amount is NOK 1.
Acquisition and sale of shares may be carried out in the form the Board of Directors deems appropriate,
however, not by subscription of own shares.
The authorisation is valid until the Company's annual general meeting in 2026, but no longer than to
and including 30 June 2026.
Dividends
The Board shall set a transparent and consistent dividend policy that guides its recommendations for
dividend distributions to the general meeting. The dividend policy is available on the Company's IR
website.
The Company’s ambition is to distribute at least 75 per cent of the Group’s consolidated net profit.
When deciding the annual dividend level, the Board of Directors will take into consideration expected
cash flow, capital expenditure plans, financing requirements and appropriate financial flexibility.
The Board of Directors will propose a dividend of NOK 1.49 per share for the financial year 2025. The
proposed dividend amounts to a total of NOK 40.5 million.
Equal treatment of shareholders and transactions with close associates
Webstep ASA has one share class, and all shares have equal rights in the Company. Webstep’s
Corporate Governance Policy states that all shareholders shall be treated on an equal basis, unless
there is just cause for treating them differently.
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Share issues without pre-emption rights for existing shareholders
In the event of an increase in share capital through issuance of new shares, a decision to deviate from
existing shareholders' pre-emptive rights to subscribe for shares shall be justified. Where the Board of
Directors resolves to issue shares and deviate from the pre-emptive rights of existing shareholders
pursuant to an authorization granted to the Board of Directors by the general meeting, the justification
will be publicly disclosed in a stock exchange announcement issued in connection with the share
issuance.
Transactions in treasury shares
Any transactions carried out by the Company of treasury shares shall be carried out on the Oslo Stock
Exchange, and in any case at the prevailing stock exchange prices. In the event that there is limited
liquidity in the Company's shares, the Company will consider other ways to ensure equal treatment of
shareholders. Any transactions by the Company of treasury shares are subject to notification
requirements and shall be publicly disclosed in a stock exchange announcement.
Freely Negotiable Shares
The Company does not limit any party’s ability to own, trade or vote for shares in the Company. The
articles of association do not impose any restriction on the negotiability of the shares.
General Meetings
The Company's annual general meeting will take place on 19 May 2026. The Company’s financial
calendar is published via Oslo Stock Exchange and in the investor relations section of the Company’s
website webstep.no. Minutes from the general meetings are published as soon as possible via the stock
exchange’s reporting system (www.newsweb.no, ticker WSTEP) and in the investor relations section of
the Company’s website webstep.no.
Notice, registration and participation
The Board of Directors shall ensure that the Company's shareholders can participate at the Company's
general meetings.
The Board of Directors shall ensure that the notice to the general meeting and any supporting
documents, including the recommendation by the nomination committee, as well as information on the
resolutions to be considered at the general meeting are made available on the Company's website no
later than 21 days prior to the date of the general meeting. The resolutions and any supporting
documentation shall be sufficiently detailed, comprehensive and specific allowing shareholders to
understand and form a view on all matters to be considered at the general meeting. Deadlines for
shareholders to give notice of their attendance at the general meeting shall be set as close to the date
of the general meeting as possible. Pursuant to the Company's articles of association, the time limit
may not expire earlier than two days before the meeting. Documents relating to matters to be dealt with
by the general meeting, including documents which by law shall be included in or attached to the notice
of the general meeting, do not need to be sent to the shareholders if such documents have been made
available on the Company's website. A shareholder may nevertheless request that documents relating
to matters to be dealt with at the general meeting, are sent to him/her.
The Board of Directors shall ensure that the shareholders are able to vote separately on each individual
matter, including on each candidate nominated for election to Webstep's Board of Directors and other
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corporate bodies. The Board of Directors determines the format of the meeting, whether it is physical or
electronic, and is responsible for ensuring a proper execution of the general meeting. If the general
meeting is held as an electronic meeting, the Board shall ensure that systems are in place to meet the
legal requirements for the general meeting, as well as requirements for confirmation of electronic voting.
The Chair of the Board and the CEO shall be present at the annual general meeting.
Participation without attendance
The Public Companies Act allows the Board of Directors to choose whether to hold a general meeting
as a physical meeting or as an electronic meeting. If a general meeting is held as a physical meeting,
there are several methods for shareholders to attend and vote at the meeting without being present in
person. Shareholders who are unable to attend the general meeting in person shall be given the
opportunity to vote. The Board of Directors shall ensure that the Company designs the form for the
appointment of a proxy to make voting on each individual matter possible and should nominate a
person who can act as a proxy for shareholders. Furthermore, the form provided by the Company for
shareholders to appoint a proxy should be drawn up so that separate voting instructions can be given
for each matter to be considered by the meeting and each of the candidates nominated for election.
Additionally, it should be made clear by instructions on the form how the proxy should vote in the
absence of specific voting instructions on one or more matters and in the event of changes to proposed
resolutions and new resolutions.
Chairperson of the meeting
The code stipulates that the Board of Directors should ensure that the general meeting is able to elect
an independent chairperson. It is for the Board of Directors to propose how this can be achieved,
however it is for the general meeting to determine who will chair the meeting.
Nomination Committee
According to the Company's articles of association §8 the nomination committee should be composed
of two to three members. The members shall be appointed by a resolution of the general meeting,
including the Chairman of the committee.
The current nomination committee comprises Pål Kvernaas (chair), Oskar Bakkevig and Nicolay Eger
where all are up for re-election in the annual general meeting in 2026.
The nomination committee should not include the Company’s CEO or any other executive personnel or
any member of the Company’s Board of Directors. No directors or members of executive management
are represented in the nomination committee. The current nomination committee is independent of the
Board of Directors.
The general meeting shall determine the remuneration of the nomination committee and shall stipulate
guidelines for the duties of the nomination committee. The instructions for the nomination committee
were adopted by the general meeting on 14 September 2017.
The objectives, responsibilities and functions of the nomination committee shall be in compliance with
rules and standards applicable to the Group and which are described in the Company's "Instructions for
the nomination committee". The general meeting shall adopt the guidelines for the nomination
committee.
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Responsibilities
The nomination committee’s duties are to recommend:
(i) Candidates for the election of members, including the chairperson, to (a) the Board of Directors and
(b) the nomination committee, respectively; and
(ii) Remuneration of the members of (a) the Board of Directors and (b) the nomination committee,
respectively.
The nomination committee shall justify why it is proposing each candidate separately. Pursuant to the
Code of Conduct, the composition of the nomination committee must take account of the interests of
shareholders in general.
The general meeting may issue further guidelines for the nomination committee’s work. The nomination
committee has published guidelines available on the Company's website webstep.no for how
shareholders may submit proposals to the nomination committee for candidates for election to the
Board of Directors and other appointments. These guidelines include information regarding deadlines
for proposals and other relevant information.
Board; Composition and Independence
The articles of association state that the Board of Directors shall consist of between three and ten
members and are elected to a two year-term unless otherwise decided by the general meeting. Per 31
December 2025 the Board of Directors consisted of five shareholder-elected directors and three
employee-elected observers, three women and five men. The term of office will expire at the annual
general meeting 2026 for one of the directors, while the others are elected until the annual general
meeting in 2027.
The Company’s corporate governance documents state that when considering members to the Board of
Directors, emphasis should be placed on the joint composition of the Board of Directors with respect to
expertise, capacity and diversity appropriate to attend to the Company's goals, main challenges and the
common interests of all shareholders. Details on background, experience and independence of
directors are presented on the Company’s website webstep.no. The Group and the majority of the
employees have agreed that the employees shall have the right to appoint three observers to the Board
of Directors of the Company instead of having a corporate assembly.
Per 31 December 2025 three out of five shareholder-elected directors are independent of the
Company’s executive management, significant commercial partners or substantial shareholders. The
Board of Directors does not include any members from the executive management of the Company.
Ten board meetings were held in 2025. Each board member’s attendance at board meetings is
recorded by the Company.
Members of the Board of Directors are encouraged to own shares in the Company. However, caution
should be taken not to let this encourage a short-term approach which is not in the best interests of the
Company and its shareholders over the longer term.
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The Work of the Board
The Board of Directors has overall responsibility for managing the Group and for supervising the CEO
and the Group’s activities.
The Board of Directors establishes annual plans for its work, with particular emphasis on objectives,
strategy and implementation. The Board of Directors has issued instructions for its own work as well as
for the executive management with particular emphasis on clear internal allocation of responsibilities
and duties.
The principal tasks of the Board include determining the Company’s strategy and monitoring how it is
implemented. The work of the Board also includes control functions needed to ensure acceptable
management of the Company’s assets.
The Board appoints the Company’s CEO. Instructions which describe the rules of procedure for the
Board’s work and its consideration of matters have been adopted by the Board together with an
instruction of the duties and obligations of the CEO towards the Board. The division of responsibility
between the Board and the CEO is specified in greater detail in the instructions. The CEO is
responsible for the Company’s executive management. Responsibility for ensuring that the Board
conducts its work in an efficient and correct manner rests with the chair of the Board.
The Board establishes an annual plan for its meetings and evaluates its work and expertise once a
year. The annual plan specifies topics for board meetings, including reviewing and following up the
Company’s goals and strategy, budgets, reporting of financial information, the notice for the general
meeting with associated documentation, and the Board’s meeting with the auditor.
The Board of Directors has established an audit committee amongst its members and adopted
instructions for the work of the audit committee. Throughout 2025 Siw Ødegaard was the chair of the
committee. Tone Lunde Bakker was a member of the committee from May 2025 and throughout the
year. Both members of the committee are independent of the Company.
Pursuant to section 6-43 of the Companies Act, the audit committee shall:
● inform the Board of the results of the statutory audit and explain how the audit contributed to
accounting reporting with integrity and the audit committee's role in that process,
● prepare the Board's follow-up of the financial reporting process and make recommendations or
proposals to ensure its integrity,
● monitor the systems for internal control and risk management,
● have regular contact with the Company’s auditor regarding the audit of the annual accounts,
● review and monitor the independence of the Company’s auditor, including in particular the
extent to which services other than auditing provided by the auditor or the audit firm represent
a threat to the independence of the auditor, and
● prepare the board's follow-up of the reporting within non-financial reporting
● In addition the audit committee shall oversee the Company’s sustainability reporting and
related processes to identify the information reported.
The Company has established a remuneration committee that consists of two members from the Board
of Directors. The members of the remuneration committee are and shall be independent of the
Company’s executive management. The members of the remuneration committee are appointed by the
Board of Directors for a period of two years, or until they resign their position as a member of the Board
of Directors. The committee currently consists of Kjell Magne Leirgulen as the chairperson and Bendik
Nicolai Blindheim as member.
The remuneration committee is a preparatory and advisory committee for the Board that shall prepare
matters for the Board’s consideration and decisions regarding the remuneration of, and other matters
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pertaining to the Company’s management. The recommendations of the remuneration committee shall
cover all aspects of remuneration to the management, including but not limited to salaries, allowances,
bonuses, options and benefits-in-kind.
The Board of Directors has adopted separate instructions for the remuneration committee setting out
further details on the duties, composition and procedures of the committee.
The Board of Directors evaluates its own work and that of the chief executive and reports its findings to
the nomination committee.
In order to ensure a more independent consideration of matters of a material character in which the
chairperson of the Board is, or has been, personally involved, the Board's consideration of such matters
will be chaired by another member of the Board. According to the code, the instructions of the Board of
Directors should state how the Board of Directors and executive management shall handle agreements
with related parties, including whether an independent valuation must be obtained.
Members of the board and executive personnel shall make the Company aware of any material
interests that they may have in items to be considered by the Board of Directors.
Risk Management and Internal Control
The Board of Directors is responsible for ensuring that the Company has sound and appropriate internal
control systems and systems for risk management, and that these systems are proportionate to and
reflect the extent and nature of the Company's activities. Having effective internal control systems and
systems for risk management in place may prevent the Group from situations that can damage its
reputation or financial standing.
Furthermore, effective and proper internal control and risk management are important factors when
building and maintaining trust, to reach the Company's objectives, and ultimately create value. Having
in place an effective internal control system means that the Company is better suited to manage
commercial risk, operational risk, the risk of breaching legislation and regulations as well as other forms
of risk that may be material to the Company. As such, there is a correlation between the Company's
internal control systems and effective risk management. The internal control systems shall also address
the organisation and execution of the Company's financial reporting, as well as cover the Company's
corporate values, ethical guidelines and principles of corporate social responsibility. The internal control
systems shall also encompass the Company’s guidelines for how it integrates considerations related to
stakeholders into its creation of value.
Webstep shall comply with all laws and regulations that apply to the Group's business activities. The
Company has in place processes and routines for internal control over financial reporting and risk
management.
Through its business activities, Webstep manages various risks and uncertainties of operational, market
and financial character, such as risk of disagreements and legal disputes with its customers related to
possible cost of delays or project errors that is always present in the consultancy business.
The Company identifies and manages risks on an ongoing basis. The main risk factors and how they
are managed is described in the Board of Directors’ report.
The organisation comprises a relatively large number of employees and projects. The Group’s
management model is based on an appropriate delegation of authority, clearly defined market and
operating parameters, in addition to effective internal control.
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Overall goals and strategies are established and further developed through a periodic update of the
Company’s strategy. Risk management is in place with clear routines for handling operational and
project risks. Furthermore, processes are established to identify, evaluate and report risk in a systematic
manner for the Group's activities.
Financial risk is managed in accordance with the Company’s financial strategy, which is described
under the section “Financial risk and risk management” in the Board of Directors’ report.
The Board is responsible that the Group's organisation, financial reporting and asset management are
subject to satisfactory controls. Overall policies, governing processes and routines have been
established for day-to-day management. The Board periodically reviews the Company’s governing
documents. The Board reviews annually the most important risk areas and the internal controls
established to mitigate these risks.
Reporting
Pursuant to the corporate governance policy, the Board of Directors shall annually review the
Company's most important areas of risk exposure and the internal control arrangement in place for such
areas. The review shall pay attention to any material shortcomings or weaknesses in the Company's
internal control and how risks are being managed. In the annual report, the Board of Directors shall
describe the main features of the Company's internal control and risk management systems as they are
connected to the Company's financial reporting. This shall cover the control environment in the
Company, risk assessment, control activities and information, communication and follow-up. The Board
of Directors is obligated to ensure that it is updated on the Company's financial situation and shall
continually evaluate whether the Company's equity and liquidity are adequate in relation to the risk from
the Company's activities and take immediate action if the Company's equity or liquidity at any time is
shown to be inadequate.
The Company's management shall focus on frequent and relevant reporting of both operational and
financial matters to the Board of Directors, where the purpose is to ensure that the Board of Directors
has sufficient information for decision-making and is able to respond quickly to changing conditions.
Board meetings shall be held frequently, and management reports shall be provided to the Board as a
minimum on a monthly basis. Financial performance shall be reported on quarterly basis.
The administration prepares periodic reports on business and operational developments to the Board,
which are discussed at the board meetings. These reports are based on management’s reviews of the
various parts of the business and include status of key performance indicators, update of market
development, operational issues, financial results and highlights of organisational issues.
Financial position and results are followed up in monthly accounting reports, compared to the previous
year, budgets and forecasts. Reporting also includes non-financial key performance indicators related to
each business area.
The interim reports and annual financial statements are reviewed by the audit committee ahead of the
discussions in the board meeting. Financial risk management and internal control are also addressed by
the Board’s audit committee. The latter reviews the external auditor’s findings and assessments after
the interim and annual financial audits. Significant issues in the auditor’s report, if any, are reviewed by
the Board of Directors.
The Company has not established a separate internal audit function, but the Board of Directors is
considering the need for such function on an ongoing basis.
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Remuneration of the Board
The remuneration of the Board is to be decided by the shareholders at the Company’s annual general
meeting. The nomination committee is to propose remuneration to be paid to such members. The level
of remuneration of the Board shall reflect the responsibility of the Board, its expertise and the level of
activity in both the Board and any Board committees.
The remuneration of the Board shall not be linked to the Company’s performance. The Company shall
not grant share options to members of the Board.
Board members and/or their associated companies should not take on specific assignments for the
Company in addition to their appointment as a member of the Board. Any remuneration in addition to
normal fees to the members of the Board shall be specifically identified in the annual report.
The remuneration to the Board of Directors is described in note 7 to the financial statements of the
Group, note 3 for the parent company in addition to the Remuneration Report to be presented to the
annual general meeting in 2026 for an advisory vote. The report will also be published on
www.webstep.no when available.
An overview of shares owned by the directors and their close associates is included in note 15 to the
consolidated financial statements of the Group, note 11 for the parent company in addition to the
Remuneration Report.
Salary and other remuneration of executive personnel
The Board has established an Executive Remuneration Policy setting out the main principles applied in
determining the salary and other remuneration of the executive personnel. The Company’s guidelines
for determining remuneration to the CEO and other executive management should at all times support
prevailing strategy and values in the Company.
The Company’s guidelines for the remuneration of executive management are described in the
Company’s Remuneration report available at webstep.no. The guidelines are presented annually to the
annual general meeting and include the main principles for the Company's remuneration policy. The
guidelines specify the main principles for the Company’s remuneration policy for the executive
management and aim to ensure that the interests of shareholders and executive management coincide.
The report also provides further details about remuneration for the executive management in 2025.
The current guidelines have been prepared in accordance with the provisions of section 6-16a of the
Norwegian Public Limited Companies Act, approved 16 May 2025 at the Annual General Meeting.
In 2019 a long-term incentive program for the Company’s executive management was approved by the
annual general meeting and implemented in November 2019. The program consists of share options
which were granted on an annual basis over a period of three years. The program is further described in
the financial statements, respectively in note 12 for the parent company and note 21 for the Group.
Information and Communication
The Company has established an overall communications policy, which states that the communication
activities shall be characterised by transparency, honesty, consistency and right timing.
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Furthermore, the Company has an IR policy, which states that all communication with the financial
community shall be on an equal treatment basis and in compliance with applicable laws and regulation.
Webstep shall continually provide its shareholders, the Oslo Stock Exchange and the securities market
and financial market in general with timely and precise information about Webstep and its operations.
The CEO and CFO are responsible for the main dialogue with the investor community, hereunder the
Company’s shareholders.
Information to the stock market is published in the form of annual and interim reports, stock exchange
announcements and investor presentations. All information considered to be relevant and significant for
valuing the Company’s shares will be distributed and published in English via Oslo Stock Exchange
disclosure system, www.newsweb.no, and via the Company’s website https://investor.webstep.com.
Webstep has implemented a system ensuring that all information distributed to the Company’s
shareholders will be published on the Company’s web site at the same time as it is sent to
shareholders.
The Company publishes a financial calendar with an overview of dates for important events, such as the
annual general meeting, interim financial reports, public presentations and payment of dividends, if
applicable. The information is available in English.
Unless there are applicable exemptions, and these are invoked, Webstep shall promptly disclose all
inside information (as defined by the Norwegian Securities Trading Act). In any event, Webstep will
provide information about certain events, e.g. proposals and resolutions by the Board of Directors and
the general meeting concerning dividends, mergers/demergers or changes to the share capital, the
issuing of subscription rights, convertible loans and all agreements of major importance that are entered
into by Webstep and related parties.
In the Company's Corporate Governance Policy, separate guidelines have been drawn up for handling
of inside information. The Company also has in place a policy regarding the members of the Board of
Directors who are entitled to publicly speak on behalf of the Company on various subjects.
In addition to the Board of Directors' dialogue with the Company's shareholders at the general
meetings, the Board of Directors should make suitable arrangements for shareholders to communicate
with the Company at other times. This will enable the Board of Directors to develop an understanding of
the matters regarding the Company that are of a particular concern or interest to its shareholders.
Communications with the shareholders should always be in compliance with the provisions of applicable
laws and regulations and in accordance with the principle of equal treatment of the Company's
shareholders.
Shareholders can get in contact with the Company through the IR contact information which is made
available on the Company's website. Further, shareholders can subscribe to email alerts to receive
news from the Company when made public.
Take-overs
The Board has established main principles for responding to possible takeover bids.
In the event of a take-over bid being made for the Company, the Board will follow the overriding
principle of equal treatment for all shareholders and will seek to ensure that the Company’s business
activities are not disrupted unnecessarily. The Board will strive to ensure that shareholders are given
sufficient information and time to form a view of the offer.
The Board will not seek to prevent any take-over bid unless it believes that the interests of the Company
and the shareholders justify such actions. The Board will not exercise mandates or pass any resolutions
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with the intention of obstructing any take-over bid unless this is approved by the general meeting
following the announcement of the bid.
If a take-over bid is made, the Board will issue a statement in accordance with statutory requirements
and the recommendations in the code. In the event of a take-over bid, the Board will obtain a valuation
from an independent expert.
Any transaction that is in effect a disposal of the Company’s activities will be submitted to the general
meeting for its approval.
Auditor
The Board of Directors ensures that the Company’s auditor, EY, submits the main features of the plan
for the audit of the Company to the audit committee annually.
During the financial year 2025, the Company's auditor has:
● Presented the main features of the audit work.
● Attended the board meeting where the annual report for the previous accounting year was
considered, reviewed possible significant changes in accounting principles, assessed
significant accounting estimates, and considered all cases where possible disagreements
arose between auditor and executive management.
● Conducted a review together with the audit committee of the Company’s internal control
procedures and systems, including the identification of weaknesses and proposals for
improvements.
● Held a meeting with the Board without the presence of the executive management.
● Confirmed that the requirements for the auditor’s independence were fulfilled and provided an
overview of services other than auditing which have been rendered to the Company.
The Board has not established guidelines for the Company’s use of the auditor for substantial
assignments other than ordinary auditing services.
The Board reports annually to the annual general meeting on the auditor’s overall fees, broken down
between audit work and other services. The annual general meeting approves the auditor’s fees for the
parent company.
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Sustainability
Equality and anti-discrimination statement
Introduction
The purpose of Norway’s Equality and Anti-Discrimination Act is to promote equal opportunities and
rights, and to prohibit discrimination on the grounds of ethnicity, skin color, language, religion and
beliefs.
As a leading IT consultancy firm, our employees are our most valuable assets. It's essential for
Webstep to be a top choice for IT professionals. This means tapping into a diverse talent pool and
providing equal opportunities for all. Diversity goes beyond just ethnicity, beliefs, and gender – it
includes a range of skills, experiences, and perspectives. This variety enhances our understanding of
both our employees and customers, leading to better solutions for everyone.
Webstep aims to be a workplace with equal opportunities and rights for all. Awareness and guidelines
on equal opportunities are emphasised throughout the organisation in processes such as recruitment,
appointment, pay and customization of working conditions, and in work on developing attitudes.
To the best knowledge of the Board and the executive management, Webstep does not discriminate on
the grounds of gender, disability, ethnicity, religion or the like.
Webstep’s procedures, guidelines and values
Webstep competes to be a preferred employer in the IT services industry and for the Group’s position
as a great place to work. Part of this employee offering is the individual experience of equal opportunity,
inclusion and involvement.
The Group’s work on equality emphasises a four-step model, assessing possible risks of discrimination
and potential obstacles, putting in place initiatives and measures to further promote diversity and
evaluating this work to make further progress. Specific areas include recruitment, pay and working
conditions, promotions, training & development, employer assisted provisions and work-life balance.
In order to achieve equality and avoid discrimination, the efforts are aligned with Webstep guidelines,
values and procedures.
The Group’s governance structure defines that the management shall report regularly on specific
relevant governance areas. The Board holds the management accountable for risks in all governance
areas, including equality and anti-discrimination. The working environment committee (AMU) at
Webstep, which includes employee representatives, meets quarterly with equality and
anti-discrimination as a regular item on the agenda.
Current guidelines promote equality, respect and prohibit discrimination. It is clearly stated in the
employee guidelines that discrimination is not tolerated, and should be reported immediately. Guidelines
and routines are revised on a yearly basis by AMU and top management.
As part of the Group’s internal guidelines, whistleblowing routines are established with clear channels of
communication. The whistleblowing routines are based on the principles of confidentiality, impartiality
and contradiction.
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Webstep values of being skilled, innovative, generous and uncomplicated serve as a foundation for the
Group’s choices and behavior to the point where all employees, regardless of their background, should
experience the width of the Group’s offerings and benefits.
An important mitigating factor to the risk of gender pay gap in Webstep, is the consultant's salary model.
The salary model is based on the revenue they generate, with reference to the hourly prices defined by
the project. For sales- and department management personnel the bonus pay criteria are equal for
women and men, and the model as such does not give room for discrimination.
Webstep work on equality and anti-discrimination in practice
As part of Webstep’s effort to promote equality and prevent discrimination, measures are adopted to
mitigate potential risks and evaluate in order to make further progress. HSE is also entrenched in the
Board and an important item in board and executive management meetings.
In 2026, Webstep transitioned from internal to external recruitment practices. However, throughout
2025, the recruitment process has been managed through Webstep’s internal control system, and
serves to ensure candidates equal and fair treatment. For key recruitments and promotions at the
managerial level, it’s required that underrepresented groups, such as women, to be represented as
candidates in all processes. This is done in order to acquire highly qualified diverse talent, and avoid
systematic discrimination.
Annually employee surveys are conducted for the Group, and serve as a basis of mapping further
efforts, initiatives and improvements. The survey assesses employee satisfaction within Webstep
overall, on assignments at client sites, and in relation to their line managers. The experience of
inclusion and psychological safety are key considerations when compiling the questionnaire. Each year,
Webstep's joint working environment committee reviews the question set before the survey is finalised
and distributed.
Webstep devotes time and resources to initiatives that promote the position of both current and future
women in the tech industry. The Company’s equality and anti-discrimination efforts include the following:
Webstep has a strategic initiative to increase the number of women in the Group, and in the tech
industry as a whole. This is highly prioritized and the Group continually works to raise awareness about
this goal. Among the initiatives are:
● The “CEO commitment” by Oda, a network for women in technology, expresses the Group's
commitment to promote equality and anti-discrimination.
● Webstep sponsors and actively contribute to multiple initiatives that promote the position of
women in tech. Webstep has contributed to initiatives that encourage future generations of
female technologists such as SheCodes, TENK tech camp, Girl Tech fest and Jenter og
Teknologi (Girls and tech).
● In addition Webstep has nominated candidates to the annual rating of “The 50 most prominent
Norwegian Tech Women” by Abelia/ Oda Network. where Webstep employees have been
nominated.
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Employee follow-ups are conducted several times a year between each employee and their manager.
This shall facilitate an open dialogue and opportunity for each individual employee to express their
Webstep experience, needs and development.
Gender distribution:
Results
In the annual employee survey there are no significant differences in the overall response-pattern
between male and female employees.
No discrimination cases were reported to the AMU or through the
whistleblowing routines in 2025.
Most important takeaways from the 2025-survey are (0-100 index, 75-100 is considered a high score):
● The employee engagement score is +74, and there is no difference between male and female
employees
● The loyalty score is on average +77, with female employees slightly above this level (+80) and
male employees loyalty score exactly on total average (+77)
● With regards to respect, all employees highly agree that there is a high level of respect and
trust in their team (+87). This is also the statement, in the entire survey, with the highest score
● The eNPS score, measuring our employees’ willingness to recommend Webstep as an
employer, shows no significant difference between male (+22) and female (+21) employees
(index -100 to +100)
● The survey measures 7 known drivers for engagement. The driver “working conditions” with
statements related to physical work-environment, work-life balance and stating your opinion
freely, are all rated on the high side of the scale (+78-+84).
Risk assessment
The IT consulting industry continues to be male dominated. Webstep actively works to attract female
talent and acknowledges its responsibility in improving gender balance. We recognise the inherent risk
of discrimination in key processes such as recruitment and promotions. To mitigate these risks, we have
implemented new measures, including transitioning from internal to external recruitment procedures in
2026. This change, along with our established policies and transparent practices, strengthens our risk
100
2025
Annual report
management approach. We remain committed to addressing industry-wide gender imbalance through
active dialogue and awareness initiatives.
Opportunities for training and development are available for all employees. Being a consultancy
company in a knowledge intensive industry, it is in the best interest of the Group and employees to offer
such opportunities to maintain competitive advantages. Thus, the risk within this area is minimal.
Webstep has in addition assessed other areas as required by Norway’s Equality and Anti-Discrimination
Act. Work-life balance, employer assisted provisions, pay and working conditions are all areas where
the annual employee surveys strongly confirm that the probability of risks is minimal.
For the year 2025 Webstep have continued the focus on increasing the share of women employees in
all positions within the Group, work-life balance and flexible parental leave opportunities. Increasing the
proportion of female employees is an explicit strategic initiative for Webstep. At the end of 2025, the
number of women was 86.3 FTEs (86.5 FTEs), equal to 22 per cent of the total workforce.
Webstep’s permanent jobs are full-time. For this reason, the Group has no involuntary part-time
working. Employees who reduce from full-time to part-time do so for welfare reasons. On 31 December
2025 the Group had no temporary employees.
Webstep promotes equal opportunity for both genders to take full parental leave, and the Group shall
offer flexible parental leave opportunities. Webstep partially covers the gap between regular pay and
national insurance rate. On average, women choose to take longer parental leave than men in the
Group.
EU Taxonomy and Corporate Sustainability Reporting Directive (CSRD)
In 2023, the company initiated its alignment process with EU Taxonomy and CSRD reporting
requirements. However, due to revised implementation timelines and thresholds for mandatory
reporting, the company has temporarily suspended these activities.
101
2025
Annual report
102
Statsautoriserte revisorer
Ernst & Young AS
Stortorvet 7, 0155 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
To the General Meeting in Webstep ASA
INDEPENDENT AUDITOR'S REPORT
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Webstep ASA (the Company), which comprise:
• The financial statements of the Company, which comprise Statement of financial position as at 31
December 2025, Statement of comprehensive income, Statement of change in equity, Statement
of cash flow for the year then ended and notes to the financial statements, including a summary
of significant accounting policies, and
• The financial statements of the Group, which comprise the Consolidated statement of financial
position as at 31 December 2025, Consolidated statement of comprehensive income,
Consolidated statement of change in equity, Consolidated statement of cash flows for the year
then ended and notes to the financial statements, including material accounting policy
information.
In our opinion:
• the financial statements comply with applicable statutory requirements,
• the financial statements of the Company give a true and fair view of the financial position of the
Company as at 31 December 2025, and of its financial performance and its cash flows for the
year then ended in accordance with simplified application of International Accounting Standards
according to the Norwegian Accounting Act section 3-9, and
• the financial statements of the Group give a true and fair view of the financial position of the
Group as at 31 December 2025, and its financial performance and cash flows for the year then
ended in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are independent of the Company and the Group in
accordance with the requirements of the relevant laws and regulations in Norway and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (the IESBA Code) as applicable to audits of financial
statements of public interest entities, and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 15 years from the election by the general meeting of the
shareholders on May 30 for the accounting year 2011.
Penneo document key: IEKIO-DRRWL-TU19T-J4C23-3IZ05-ODQQE
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Independent auditor's report - Webstep ASA 2025
A member firm of Ernst & Young Global Limited
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for 2025. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Impairment assessment of goodwill
Basis for the key audit matter
As at 31 December 2025, the Group’s goodwill
amounted to NOK 313 575 thousand,
representing approximately 50% of total assets.
The goodwill is allocated to the Group’s sole
cash-generating unit (“CGU”), Norway, and
relates to acquisition of Webstep AS in 2011. In
accordance with IAS 36 Impairment of Assets,
management performs an annual impairment test
of goodwill, by estimating the recoverable
amount of the CGU based on value in use
calculations. The determination of value in use
require significant management judgement,
particularly in respect of forecast of future cash
flows and the discount rates applied. These
assumptions are inherently subjective and
sensitive to changes, and the assessment is
therefore subject to a risk of management bias.
We have determined the impairment assessment
of goodwill to be a key audit matter due to the
significance of the carrying amount, the
impairment indicators identified, and the
considerable estimation uncertainty, complexity
and subjectivity involved in the value in use
calculation.
Our audit response
Our audit response included, among others,
obtaining an understanding of the Group’s
impairment assessment process, and the
identification of the CGU. We evaluated the
reasonableness of key assumptions used in
management’s cash flow forecasts, including the
terminal-value EBITDA-margin, the terminal-
value growth rate and the discount rate. We
assessed the reliability of management’s
forecasting process by comparing actual cash
flows for 2024 and 2025 with previously prepared
forecasts. We agreed the input data used in the
impairment model to supporting documentation,
including historical financial information, budgets
and long-term plans approved by the Board of
Directors. In addition, we performed sensitivity
analyses to assess the impact of reasonably
possible changes in key assumptions and
benchmarked selected assumptions against
market data and comparable companies within
the same industry. We involved our internal
valuation specialists to assist in evaluating the
mathematical accuracy of the model and the
appropriateness of the discount rate applied. We
refer to note 11 Intangible assets and goodwill
and note 3 estimates, judgements and
assumptions.
Other information
The Board of Directors and chief executive officer (management) are responsible for the information in
the Board of Directors’ report and the other information presented with the financial statements. The other
information comprises Letter from the CEO, Board of director's report, Annual statement on corporate
governance, Sustainability. Our opinion on the financial statements does not cover the information in the
Board of Directors’ report and the other information presented with the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the information in the
Board of Directors’ report and for the other information presented with the financial statements. The
purpose is to consider if there is material inconsistency between the information in the Board of Directors’
report and the other information presented with the financial statements and the financial statements or
our knowledge obtained in the audit, or otherwise the information in the Board of Directors’ report and for
Penneo document key: IEKIO-DRRWL-TU19T-J4C23-3IZ05-ODQQE
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Independent auditor's report - Webstep ASA 2025
A member firm of Ernst & Young Global Limited
the other information presented with the financial statements otherwise appears to be materially
misstated. We are required to report if there is a material misstatement in the Board of Directors’ report
and the other information presented with the financial statements. We have nothing to report in this
regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
Our statement on the Board of Directors’ report applies correspondingly for the statement on Corporate
Governance.
Responsibilities of management for the financial statements
Management is responsible for the preparation of financial statements of the Company that give a true
and fair view in accordance with simplified application of International Accounting Standards according to
the Norwegian Accounting Act section 3-9, and for the preparation of the consolidated financial
statements of the Group that give a true and fair view in accordance with IFRS Accounting Standards as
adopted by the EU. Management is responsible for such internal control as management determines is
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or the Group, or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
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Independent auditor's report - Webstep ASA 2025
A member firm of Ernst & Young Global Limited
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company and the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Webstep ASA we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name 213800IQHG9H6OHKI983-2025-12-31-1-en.zip, have been prepared, in
all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU)
2019/815 on the European Single Electronic Format (the ESEF Regulation) and regulation pursuant to
Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the
preparation of the annual report in XHTML format and iXBRL tagging of the consolidated financial
statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
Regulation. This responsibility comprises an adequate process and such internal control as management
determines is necessary.
Penneo document key: IEKIO-DRRWL-TU19T-J4C23-3IZ05-ODQQE
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Independent auditor's report - Webstep ASA 2025
A member firm of Ernst & Young Global Limited
Auditor’s responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in accordance with
the ESEF Regulation. We conduct our work in accordance with the International Standard for Assurance
Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial
information”. The standard requires us to plan and perform procedures to obtain reasonable assurance
about whether the financial statements included in the annual report have been prepared in accordance
with the ESEF Regulation.
As part of our work, we perform procedures to obtain an understanding of the Company’s processes for
preparing the financial statements in accordance with the ESEF Regulation. We test whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL
tagging of the consolidated financial statements and assess management’s use of judgement. Our
procedures include reconciliation of the iXBRL tagged data with the audited financial statements in
human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Oslo, 22. April 2026
ERNST & YOUNG AS
The auditor's report is signed electronically
Trond Stian Nytveit
State Authorised Public Accountant (Norway)
Penneo document key: IEKIO-DRRWL-TU19T-J4C23-3IZ05-ODQQE
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Trond Stian Nytveit
Statsautorisert revisor
Serienummer: bankid.no no_bankid:9578-5998-4-802147
IP: 77.16.xxx.xxx
2026-04-22 16:44:10 UTC
Penneo Dokumentnøkkel: IEKIO-DRRWL-TU19T-J4C23-3IZ05-ODQQE
2025
Annual report
Alternative Performance Measures (APM’s)
Webstep discloses alternative performance measures as a supplement to the financial statements
prepared in accordance with IFRS. Webstep believes that the alternative performance measures
provide useful supplemental information to management, investors, equity analysts and other
stakeholders. These measures are commonly used and are meant to provide an enhanced insight into
the financial development of Webstep’s business operations and to improve comparability between
periods.
EBITDA
is short for Earnings before Interest and other financial items, Taxes, Depreciation and Amortisation and
is a term commonly used by equity analysts and investors.
EBIT
is short for Earnings before Interest and other financial items and Taxes and is a term commonly used
by equity analysts and investors.
Net free cash flow
is calculated as net cash flow from operating activities plus net cash flow from investing activities.
NIBD
is short for Net Interest Bearing Debt and is defined as interest bearing debt minus unrestricted cash
and cash equivalents.
NIBD/EBITDA
is calculated as Net Interest Bearing Debt divided by Earnings before Interest and other financial items,
Taxes, Depreciation and Amortisation (EBITDA). The ratio is one of the debt covenants of the Group
and it is based on the rolling twelve months EBITDA. If the Group has more cash than debt, the ratio
can be negative.
Equity ratio
is defined as the total consolidated equity of the Group divided by total assets.
104
2025
Annual report
105
Oslo
Universitetsgata 2,
0164 Oslo
Bergen
Damsgårdsveien 14,
5058 Bergen
Stavanger
Verksgata 1a,
4013 Stavanger
Trondheim
Kongens gate 16,
7011 Trondheim
Sørlandet
Skippergata 19,
4611 Kristiansand
Haugalandet
Haraldsgata 90,
5528 Haugesund
+47 916 83 601
ir@webstep.no
www.webstep.no