Annual Report 2022
April 26th 2023
Update from the CEO 3
This is Zaptec 5
Financial Summary 8
2022 Stories 11
Market development 13
Board of Directors report 18
Consolidated Financial statements 26
Financial statements – Zaptec ASA 58
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Update from the CEO
Dear shareholders,
I am pleased to report on another successful year for our company in 2022.
Despite facing challenges such as the production stop in April due to
component sourcing challenges, we made significant progress toward
changing our world by providing safe, high-quality charging systems for
electric vehicles.
During the year, we continued to innovate and develop new technologies
that improved the performance and accessibility of our charging systems,
such as the future possibility with the app-free payment solution
Plug&Charge and the future potential of making the EV a resource enabling
bidirectional charging where the car can provide power back to the grid.
We achieved strong sales growth in our current core markets in
Scandinavia and Switzerland. We also made significant investments in new
European markets, including revitalizing our efforts in Germany and
establishing a fully operational subsidiary in the Benelux
region. We achieved positive momentum in the UK by complying with all
regulatory requirements for home charging, initiating our Zaptec Go
product production, and winning several housebuilder contracts in the
region. Also, we started the production of Zaptec Pro at Sanmina's
production facilities in Bavaria. These efforts have positioned us well to take
advantage of the significant market potential in most major European
countries.
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Moreover, we were delighted to complete our uplisting to the Oslo Stock
Exchange main list in December 2022. This move was a significant
milestone for our company, proving us as a professionalized business and
providing access to a broader investor base. This will help us achieve our
strategic objectives and continue to expand our business sustainably and
responsibly.
The start of 2023 has been even more exciting – we have been awarded a
European patent for our dynamic phase balancing technology, completed a
share capital increase of 300 MNOK, and obtained MID certification
for Zaptec Pro.
As we look to the future, we remain dedicated to our mission of contributing
to the shift toward sustainable transportation. We will continue to innovate,
expand our reach, and build strong partnerships with other organizations
that share our vision.
Peter Bardenfleth-Hansen
CEO
Quality
At Zaptec we’re on a journey to enable better personal mobility for the
many. Born on the rugged west coast of Norway, where horizons stretch
far, it’s clear to us that travelling and exploring are a natural part of what
makes us human. We’re passionate about finding and enabling better ways
to travel.
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This is Zaptec
Time
By offering leading edge, green-tech charging solutions, we enable the
electrification of the transport sector while giving people the freedom and
potential to travel into a more sustainable future. So whether you’re
planning a quick trip to the shops or aiming further into the distance, we’re
passionate about being the power behind your journey.
Within just a few years, we’ve built our domestic market leading position by
supplying superior charging installations for housing co-ops and private
homes alike. And as a Norwegian EV pioneer, our goals are aimed on
bringing the best charging technology from the coast of Norway to the rest
of the world.
Safety
We combine the latest
tech with human-centred
design to offer highly
intuitive and efficient EV
chargers that ensure
easier access to personal
electric transport.
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Our vision
We change our world
with cutting-edge
charging solutions.
Curious
Passionate
Responsible
Our values
5
150.000+
charging stations in sold
8
countries with Zaptec offices
144
employees
55%
revenue growth in 2022
~500,000
Parking spaces with
infrastructure for further
Zaptec Pro chargers
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Financial summary
Revenue
Revenue increased 55% in 2022 from 489 MNOK in 2021 to 757 MNOK in
2022.
The increase in revenue is largely driven by higher activity and market
shares in Switzerland and Sweden, in addition to increased export to
other markets. The export share increased from 51% in 2021 to 69% in
2022.
Total registered purchase orders during 2022 of 932 MNOK, where the
backlog of orders of 173 MNOK by end of December has scheduled
deliveries throughout 2023.
Gross margin
Achieved gross margin in 2022 of 41% compared to 44% in 2021,
explained by a slight change in product mix as sales of Zaptec Go versus
Zaptec Pro increased, increased price pressure on components and
transport in addition to price adjustments to be competitive in some
markets.
Opex
Total operating expenses in 2022 of 311 MNOK compared to 140 MNOK
in 2021.
Total employee benefit expenses of 157 MNOK versus 78 MNOK in 2021,
an increase directly related to increase in personnel. At the end of
December 2022 Zaptec had 144 employees, compared to 80 employees
at end of December 2021.
Other operating expenses in 2022 of 154 MNOK compared to 62 MNOK
in 2021.
The increase is largely related to marketing, sales, consultants and
expenses for expanding presence in Europe, in addition to 13 MNOK
directly related to up-listing from Euronext Growth to Oslo stock
exchange.
EBITDA
EBITDA in 2022 of -4.5 MNOK compared to 75 MNOK in 2021.
Available Liquidity
Total available liquidity of 114 MNOK at end of December, which includes
cash, deposits, funds and available overdraft facility of 41 MNOK.
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Key milestones 2022
It's not often we sit still and take a moment to look back. 2022 has been a ride,
and it's time to sum up. Do you remember we even had a short component stop,
which led to a complete halt in production in Q1 2022? Even though our
production levels were lower than planned during the quarter, which resulted
in a backlog of our chargers, we managed to get back on track.
While waiting for our
components, Zaptec
Go was recognized
with an international
Red Dot award for
best product design.
In Q2, the export share was 70% compared to 41% in the same period last year.
Our largest export markets were Sweden, Denmark, Switzerland, and Iceland,
and our export journey continued in the same markets for the rest of the year.
Toyota Norway announced
becoming an official supplier
of Zaptec Go's in connection
with the launch of its first EV,
the Toyota bZ4X.
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Key milestones 2022
Before we knew it, we even had a new
payment solution in place, ready to be
implemented with our Zaptec product in
the rest of Europe. We agreed with the
software company Monta to provide one
of the best and most flexible payment
solutions in the market, named Zaptec
Park. Other good news in a time when
components were difficult to breed was
that we announced a new product
manufacturing company, Sanmina
Cooperation, in Germany.
We continued
our international
expansion in Q3,
opening a new
subsidiary in
the Netherlands.
The export share increased to 70% from 56% in the same quarter last year.
Also worth mentioning is that we launched a new software prototype that
made us one of the first AC EV charging manufacturers to provide complete
end-to-end implementation and compatibility of Plug&Charge functionality
with ISO 15118. This standard is worth paying attention to, as it also makes bi-
directional charging possible. In short terms, this means that any electric
vehicle can become a resource for the grid because it allows the vehicle to
send energy for use.
When the year ended,
significant steps were taken
in large European markets,
with positive momentum in
the UK with compliance with
all UK smart charging regulatory
requirements. The production
of our 7kW home charger
Zaptec Go, specifically made
for the UK market, started for
real too. And just like that, we
even uplisted Zaptec ASA on
the Oslo Stock Exchange.
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Strategic partnerships in 2022
Zaptec continues to grow its list of strategic partnerships.
In Norway, Zaptec was able to distribute the Zaptec Pro unit through
wholesalers such as Onninen, Elektroskandia, and Berggård Amundsen. We
started a partnership with Elektroimportøren too, and as earlier mentioned,
Toyota Norway announced to become an official supplier of Zaptec.
We signed with two of Sweden's largest EV charging companies, Eways and
Opigo. And, like the neighboring country, we managed to sign Elektroskandia as
well, one of the largest electrical wholesalers in Sweden.
Looking a bit more south, we also got our first partnership with one of the top
three wholesalers in Switzerland, namely Otto Fischer. We also raised our
partnership with Burkhalter Group to the next level by signing a framework
agreement. They are the biggest installation company in Switzerland, with
around 100 subsidiaries. We also installed Zaptec Pro chargers at all Schindler
subsidiaries in the country. Also, one of Switzerland's most prominent real
estate companies, Allreal, rolled out several hundred Zaptec Pro charging units
in their buildings in 2022.
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Strategic partnerships in 2022
We've also had movements in the UK and made a single supplier agreement
with the British householding company Cala Homes for the next two years. The
top UK housebuilder and leader in partnership housing Vistry also chose Zaptec
as a supplier. And in wholesales, CEF, Denmans, Medlocks, and Yesss Electrical
were signed.
In Germany, we signed an agreement with ChargeGuru, providing a Germany-
wide platform of certified installers. For Denmark, Zaptec signed a reseller
agreement with NRGI, a Danish utility with 220 000 customers, and KW Bruun –
a car importer with seven brands, including Stellantis.
In the Benelux countries, we continued our partnership with Qcharge in the
Netherlands, part of Eleqtron. This installer company has chosen to work
exclusively with Zaptec products. In Antwerpen, we partnered with Pluginvest, a
provider of charging stations that serves customers throughout Belgium and
the Luxemburg market. Belgium newcomers are also Wattify, a charge point
operator that exclusively works with Zaptec, and the Belgium charge point
operator Go Blue, in the market of EV charging solutions for residential, small
businesses, and commercial.
European EV adoption is on the rise
Electric vehicle (EV) sales is the key demand driver for Zaptec’s award-winning
electric vehicle charging systems.
According to the European Alternative Fuels Observatory (EAFO), EV sales in
Europe continued to grow in 2022, reaching record levels. In 2022, 2.6 million EVs
were sold, representing a 105% increase in sales compared to 2021. This increase
in sales also represents a significant increase in the percentage of EVs sold
compared to internal combustion engine (ICE) vehicles, with EVs accounting for
17% of total new car sales in Europe in 2022.
The growth in EV sales was driven by a combination of factors, including the
increased availability of EV models, the expansion of charging infrastructure, and a
range of incentives designed to encourage consumers to switch to EVs. These
incentives included tax breaks, purchase subsidies, and exemptions from road
tolls and congestion charges.
The EAFO also reported that EV adoption rates varied significantly across different
European countries. Norway continued to lead the way in terms of EV adoption,
with 79% of new cars sold in 2022 being electric. Other countries with high EV
adoption rates included Iceland (35%), Sweden (27%), and the Netherlands (25%).
However, some countries, such as Poland and Greece, still have low EV adoption
rates.
Overall, the data suggests that EV sales and adoption rates in Europe continue to
grow rapidly, with EVs increasingly becoming a viable and popular alternative to
ICE vehicles. As governments and industry continue to invest in the EV ecosystem,
it is likely that this trend will continue.
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Market development
Sources:
European Alternative Fuels Observatory (EAFO) - https://www.eafo.eu/
European Automobile Manufacturers’ Association (ACEA) - https://www.acea.auto/
79%
of new cars sold
in 2022 were electric
2.6 million
EVs were sold in Europe 2022
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Strong incentives to drive electric
Electric vehicles (EVs) in the European Union (EU) continue to benefit from
a range of tax benefits and purchase incentives designed to encourage
their adoption and reduce carbon emissions.
These incentives vary across different EU member states but generally
include:
Market development
Sources:
European Alternative Fuels Observatory (EAFO) - https://www.eafo.eu/
European Automobile Manufacturers’ Association (ACEA) - https://www.acea.auto/
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3
4
5
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Tax reductions: Many EU countries offer reduced or waived
taxes for EV purchases, including value-added tax (VAT), import
tax, and road tax.
Direct purchase incentives
: Many EU countries offer direct
purchase incentives for EVs, such as cash rebates or bonuses,
which can significantly reduce the cost of purchasing an EV.
Company car tax incentives
: In some EU countries, company car
taxes are based on a vehicle's CO2 emissions, and EVs often
qualify for lower tax rates or exemptions.
Charging infrastructure incentives
: Many EU countries offer
incentives for the installation of EV charging infrastructure,
including subsidies, tax credits, or exemptions.
Access to low-emission zones: In some EU cities, access to low-
emission zones is restricted to low-emission vehicles, including
EVs, incentivizing their adoption.
Free or discounted parking
: Some EU cities offer free or
discounted parking for EVs as an incentive to encourage their
adoption.
Overall, the incentives available for EVs in the EU are designed to reduce
the cost of ownership and encourage their adoption, with the goal of
reducing carbon emissions and improving air quality. As EVs become more
common and charging infrastructure becomes more widespread, it is likely
that these incentives will continue to evolve and become even more
attractive to consumers.
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Automakers will phase out internal combustion engines
Several major vehicle Original Equipment Manufacturers (OEMs) have
announced plans to phase out internal combustion engine (ICE) vehicles and
shift towards producing electric alternatives. Here are some of the plans:
Market development
Sources:
European Alternative Fuels Observatory (EAFO) - https://www.eafo.eu/
European Commission, Taxation and Customs Union - https://ec.europa.eu/taxation_customs/business/vat/electricity-vehicles_en
OEM websites
General Motors aims to
stop selling ICE vehicles by
2035, shifting towards
producing EVs and making
a commitment to achieve
carbon neutrality by 2040.
Ford plans to invest $22 billion
in electric vehicles by 2025,
and aims to have 40% of its
global sales volume coming
from EVs by 2030.
These are just a few examples of the many OEMs that are shifting towards
producing electric alternatives to ICE vehicles. The timeline for phasing out ICE
vehicles varies by company, but most OEMs are aiming to transition to electric
alternatives within the next 10-15 years.
BMW plans to phase
out ICE vehicles and
produce only electric
vehicles by 2025.
Volkswagen has set an ambitious goal to become a fully electric
car company by 2035, and is investing heavily in EV production to
achieve this goal.
Volvo announced that it
would phase out production
of ICE vehicles by 2030 and
become a fully electric car
company by that time.
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Increased availability of EV models
In 2022, the electric vehicle market in Europe saw significant growth with a
number of key models hitting the market. The trend was towards larger and
more affordable vehicles with increased driving range, making EVs more
accessible to families with small children.
Some of the key models introduced in 2022 include the Volkswagen ID.4,
Tesla Model Y, Ford Mustang Mach-E, and the Nissan Ariya. These models
boast ranges of up to 500km on a single charge, making them more
practical for long-distance driving.
In addition to the models mentioned, there were also a number of more
affordable options introduced in 2022, such as the Dacia Spring, Citroën Ami,
and Renault Twingo Electric. These models are designed to be practical and
affordable for families with small children, with prices starting at around
€10,000.
Market development
Sources
European Alternative Fuels Observatory: https://www.eafo.eu/statistics
European Investment Bank: https://www.eib.org/en/surveys/electric-car-mobility-survey-2021.htm
Overall, the increased range and affordability
of electric vehicles in 2022 are encouraging signs
of the continued development of the market.
With more options available, EVs are becoming
a viable choice for a wider range of consumers.
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Users adapt to prefer EVs over ICE across Europe
According to the European Alternative Fuels Observatory (EAFO), the
preference for electric vehicles (EVs) over internal combustion engine
(ICE) vehicles has been steadily increasing in Europe over the past few
years.
Market development
Sources
European Alternative Fuels Observatory: https://www.eafo.eu/statistics
European Investment Bank: https://www.eib.org/en/surveys/electric-car-mobility-survey-2021.htm
Moreover, a survey conducted by the European Investment Bank in 2021
found that 37% of respondents in the EU said they would consider buying
an EV for their next car, up from 24% in 2018. The survey also found that
49% of respondents agreed that they would like to replace their current
car with a zero-emission vehicle in the future.
These statistics indicate a growing preference for EVs among European
consumers, driven by factors such as environmental concerns, improved
technology, and government incentives.
In 2021, the market share of EVs in new passenger car
registrations was 14.7%, up from 9.9% in 2020 and 3.0%
in 2017.
On the other hand, the market share of ICE vehicles
has been decreasing, with 73.1% in 2021, down from
78.2% in 2020 and 92.6% in 2017.
Board of Directors Report
Operation and locations
Zaptec develops and sells charging systems for electric cars. The Group's business idea and strategy is to be
Europe’s leading company within development and sale of chargers, charging systems and services for electric
vehicle charging.
The Group includes, in addition to Zaptec ASA, the following subsidiaries:
Zaptec Charger AS
Charge365 AS
Zaptec IP AS
Zaptec Power AS
Zaptec Sverige AB
Zaptec Danmark ApS
Zaptec U.K. Ltd
Zaptec Deutschland GmBH
Novavolt AG (renamed Zaptec Schweiz AG in Q1 2023)
Zaptec Netherlands B.V. (established in 2022)
Zaptec France SAS (established in 2022)
Zaptec Italia S.r.l (established in 2022)
Zaptec Charger, INC. (established in 2022)
Zaptec Austria, GmbH (established in 2022)
Production of charging units and equipment is outsourced to Westcontrol, and takes place in Tau, Norway and to
Sanmina Corporation with production facilities in Gunzenhausen, Germany.
The main office is in Stavanger, Norway, however the Group also have sales organizations in Oslo, Sweden,
Denmark, UK, France, Germany, Switzerland and the Netherlands. There are no employees in the following legal
entities; Zaptec IP AS, Zaptec Power AS, Charge365 AS, Zaptec Italia S.r.l., Zaptec Charger, INC. and Zaptec Austria,
GmbH
Comments related to the financial statement
The Group had a turnover increase of 55% in 2022 with gross profit margin maintained at a high level of 41%
compared to 44% in 2021, despite significant international growth. The Group has an equity ratio of 57% and a
sufficient liquidity position. The development in turnover, profit margin and equity ratio are as expected.
The Group made an operating loss of 36,9 MNOK in the year 2022, as the operating expenses increased 83%
compared to 2021. This can be explained by significant investment cost related to establishment of additional
subsidiaries internationally which included increasing the staff count from 80 in the end of 2022 to 144 in the end of
2022, increase in inventory and increased component costs.
The Group’s growth and investments are in line with previously communicated outlook, however the ramp-up of
sales in certain markets, e.g. UK and Germany, has been somewhat slower than previously anticipated due to
prolonged time frames to adapt the Group’s product offerings to relevant regulatory law and regulations. The
board believes that the annual accounts give a true and fair view of the Group's assets and liabilities, financial
position and results.
The parent company had no revenue in 2022 with total expenditures of KNOK 14 707. Following a Group
contribution of KNOK 27 411 for the year, the net financial items amounted to KNOK 24 388. Overall, this led to
KNOK 9 680 net profit before tax, and an annual result after tax of KNOK 6 915.
Own shares
Zaptec ASA holds a number of 71 599 own shares as of 31.12.2022.
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BOARD OF DIRECTORS REPORT
Outlook
The growth in electric vehicle sales is expected to continue at an accelerated pace in Norway and internationally in
the years ahead. This trend is driven by the Paris agreement and the ongoing energy transition to electrify the
world and drive down emissions to a sustainable level. In this landscape, the Group is well placed with its focused
and high-quality product line which includes Zaptec Go and Zaptec Pro, quality shareholder base, profitable growth
and sound financial position. The Group’s growth ambitions in the years ahead are based on increasing market
shares in the large European countries, where sales to date has been limited. Towards the end of 2022, compliance
with UK smart charging regulations were fulfilled, enabling Zaptec to initiate sales of significant volume. In addition,
it is expected that technical development efforts to reach market compliance with key market segments in
Germany and France will be completed in 2023, leading to a significant increase in addressable market. Further,
following completion of uplisting to Oslo Stock Exchange main list in December 2022, the Group’s potential
investor universe increased significantly, providing a strengthened foundation for international growth.
In general, there are significant uncertainties related to the Board of Director’s evaluation of the future for the
Group, as the Group’s operational and financial activities may be substantially impacted by factors outside the
Group’s and the Board of Director’s control.
Risk factors
Component souring risk
The Group may experience component shortages which may impact both global EV production and the Group's
production of EV charging systems. If the Group is unable to source key components to its EV production, this
could decrease the Group's revenue, which could adversely affect the Group's business, financial condition, results
of operations, cash flow and/or prospects.
IP risk
In the opinion of the Board of Directors, the Group's most important competitive advantage is its advanced and
sophisticated technology for electric car chargers. Any failure to protect the Group's proprietary rights adequately,
including but not limited to competitive actions from former employees, could result in (i) loss of key-employees,
suppliers or customers of the Group and (ii) the Group's competitors offering similar products, potentially resulting
in the loss of some of the Group's competitive advantage and a decrease in the Group's revenue, which would
adversely affect the Group's business, financial condition, results of operations, cash flow and/or prospects.
Financial risk
The Group has to date focused on the European market, but it's current strategy is to grow and expand beyond
Europe. The Group's ability to implement its strategy and achieve its business and financial objectives is subject to
a variety of factors, many of which are beyond the Group's control. Further, acquisitions (if made) may involve
significant risks. The Group's failure to execute its business strategy or to manage its growth effectively could
adversely affect the Group's business, financial condition, results of operations, cash flow and/or prospects. In
addition, there can be no guarantee that even if the Group successfully implements its strategy, it would result in
the Group achieving its business and financial objectives.
Credit and liquidity risk
Depending on the balance between supply and demand, which fluctuates over time, the Group either sells its
products on a continuous basis, or operates with order reserves, or products in stock. Currently the Group has
order reserves due to a surplus of orders compared to its production. However, there is a risk that the Group in the
future may experience a lack of order reserves combined with higher future purchase commitments towards its
suppliers, as production levels are set to increase going forward. If the number of chargers ordered by the Group
significantly deviates from the number of orders received from the Group's customers, the Group may incur
unnecessary costs related to such purchases (in the event that the demand for the Group's products is lower than
expected) or inability to meet the demand and thereby suffer loss of potential income (in the event that the demand
for the Group's products is higher than expected).
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BOARD OF DIRECTORS REPORT
Market risk
Significant changes in users' preferences away from the Group's offerings and towards competing car
chargers or a decline in the market for electric cars are factors that may negatively affect the Group's
business, financial condition, results of operations, cash flow and/or prospects. The Group operates in a
market that is competitive, fragmented and rapidly changing. The Group expects to continue to experience
competition from existing and new competitors, some of which are more established and who may have (i)
greater capital and other resources, (ii) more superior brand recognition than the Group, and/or (iii) more
aggressive pricing policies. There is no assurance that the Group will be able to compete successfully in such
a competitive marketplace.
Personnel risk
The Group is highly dependent upon retaining and attracting qualified personnel. The loss of a key person
might impede the achievement of the development and commercial objectives. Any failure to retain or attract
such personnel could result in the Group not being able to successfully implement its strategy, which could
have a material and adverse effect on the Group's business, financial condition, results of operations, cash
flows and prospects.
Climate risk
The Group’s products offerings are in general contributing to transforming the transportation sector to
reduce CO2 emissions from internal combustion engine vehicles. The Group’s business operations have
negligible direct impact on the environment as it is limited to operating at offices, albeit some travelling
related to selling products are negatively impacting the climate due to travel via airplane etc. The Group’s
products are physically manufactured at third party factories in Norway and Germany. Further, most
components used to manufacture the physical products it sourced from suppliers mainly located in Asia. The
Group is currently in process of mapping the environmental impact of the key suppliers, see Transparency
Act under Social Responsibility.
Social – and Corporate Governance
Refer to our homepage for information on social – and corporate governance. Link: https://zaptec.com/wp-
content/uploads/2022/03/Zaptec-Corporate-social-responsibility-CSR.pdf
and https://zaptec.com/wp-content/uploads/2022/03/Zaptec-Corporate_Governance_Policy.pdf.
Research and development activities
The Group’s core electric vehicle charging hardware products were launched before 2022; the Zaptec Pro
was launched in 2016 and Zaptec Go in 2021. However ongoing work during 2022, which continues into 2023,
is being done on further development of Zaptec Pro and Zaptec Go to fit certain requirements to fit with
targeted segments in current and potential new markets. Further, there is continuous ongoing work to scale
and improve the company’s software solutions.
The working environment and the employees
The sick leave in the Group was a total of 518 days in 2021, which amounted to 1.9% of total working hours. No
serious occupational accidents or accidents have occurred or been reported during the year which have
resulted in major property damage or personal injury. The working environment is considered good, and
ongoing measures for improvements are implemented.
Cash flow
The deviation between operational cash flow and operating result can be explained by the Group’s growth
strategy.
The Group’s cash flow from operational activities is in general reinvested to continue the Group’s future
growth efforts. The Group’s investments are related to development of the Group’s electric vehicle charging
systems, and operational expenses mainly due to the building of organization in new markets. During 2022,
no larger financial transactions took place.
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BOARD OF DIRECTORS REPORT
Going concern
In accordance with the Accounting Act § 3-3a, we confirm that the financial statements have been prepared
under the assumption of going concern. This assumption is based on profit forecasts for the year 2023 and
the Group’s long-term strategic forecasts. The Group’s economic and financial position is sound.
The Group’s debt level is mainly related to trade payables, which amounted to KNOK 146 057 at the end of
2022. Total liabilities amounted to 261 057 KNOK . Total equity at the end of 2022 was KNOK 352 088.
If required, the Group could raise additional equity financing by issuing new shares to existing and/or new
shareholders. Since the Group is listed at Oslo Stock Exchange, the process to increase equity capital in the
Group could be completed within a relatively short time frame, provided capital market sentiment and
company outlook allow for such capital increase.
The Group‘s liquidity position was strengthened in Q1 2023 following a share capital increase process where
300 MNOK in gross proceeds were raised by issuance of new shares to support the Group’s growth
ambitions in 2023.
Liability insurance
The Group has a Directors & Officers liability insurance that covers Directors and executive management.
The total limit of the coverage is 25 MNOK.
Change in Company Form
In 2022, Zaptec changed company form from AS (“Aksjeselskap” = Limited Liability Company) to ASA
(“Allmennaksjeselskap”= Public Company) following decision in the Extraordinary General Meeting held on
the 21
st
October 2022.
Change in Accounting Principle
During 2022, the Group changed its accounting principle from NGAAP (Norwegian Generally Accepted
Accounting Principles) to IFRS (International Financial Reporting Standard). The change to IFRS was
implemented with the financial reporting for Q3 2021. As such, the financial statement issued in 2021
(including comparable numbers in 2020) after NGAAP has been restated to IFRS. The rationale for the
change in accounting principle was the change in company form from AS (“Aksjeselskap” = Limited Liability
Company) to ASA (“Allmennaksjeselskap”= Public Company) in relation to the Group’s then ongoing plans
for uplisting to Oslo Stock Exchange main list which subsequently was completed in December 2022. The
2021 restated annual report according to IFRS is, together with the 2021 annual report with financial accounts
prepared in accordance with NGAAP, available on the Group’s website, link: www.zaptec.com/en/reports-
and-presentations/
The parent company’s accounting principle is NGAAP.
Social responsibility
Business model
The Group develops electronic vehicle charging systems, which are sold via multiple sales channels in both
the business-to-business (“B2B”) and business-to-consumer (“B2C”) segments. The Group’s hardware
products are manufactured at third party factories owned by the Group’s production partners Westcontrol
and Sanmina, and sold B2B or B2C against a profit margin.
Transparency Act
The Group is currently in its last review of the supplier evaluation required in the transparency act where all
suppliers and sub-suppliers of the Group must fill out a form designed for due diligence assessments. Once
this is finished, the Group will provide a report on www.zaptec.com where any risk of adverse impact on
human rights or decent working conditions in our own operations, supply chain and other business
relationships will be highlighted.
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BOARD OF DIRECTORS REPORT
Equality
The Group aims at treating every employee and business partner equally. This is becoming important with an
expansion abroad where differences are more significant than where we come from. We need to make a
continued framework for every employee to follow. The Group is implementing the UN Human Rights
Principles to the handbook and translating it into English to make sure that each employee understand our
shared principles.
As per end of the year 2022, the Group has 144 employees, of which 39 are women (27%). The proportion of
women in in management positions is 11%. The average salary for women and men in full-time positions
amounted to NOK 744.211 and NOK 960.134.
The Group has 4 employees in part-time positions. The Group's policy is that work of equal value shall
provide equal pay. The Group works actively, purposefully, and systematically for gender equality within the
business. When recruiting, both internally and externally, personal qualifications take precedence over
gender. The underrepresented gender will to a greater extent be encouraged to apply. In this way, the Group
will try to increase the proportion of women in the job categories where this is particularly low.
In addition, the Group has a 3-year employee share incentives program where employees are allocated
company shares to strengthen the affiliation between employees and the company. This program is
managed by the Group.
Equal opportunities and discrimination
The Group works actively to promote equality, ensure equal opportunities and rights and prevent
discrimination on the grounds of ethnicity, national origin, descent, skin color, language, religion and outlook
on life. To contribute to this, the company has, among other things, established routines for recruitment.
Human rights
The Group supports the strictest labor standards applicable. We aim to protect workers and reassure them
that they work according to reasonable and considerate standards, free from exploitation and unfair business
practices. The Group seeks to follow a combination of national rules with those provided by being a member
of the Confederation of Norwegian Enterprise.
The Confederation of Norwegian Enterprise is also a member of the UN Global Compact, building on the ten
principles. In addition to this, we have brought HR in-house. This reassures closer control of adhering to HR.
The Group has strict protections for the employees in place, and we provide a collaborative working
environment. This is outlined in our Employee Handbook where protections for whistleblowers, both working
on permanent and temporary contracts, are outlined.
Anti-corruption
The Group works to comply with high standards of anti-corruption work. We aim to work to cease the cases
of corruption, extortion, bribery and grey zone cases. We aim to have our subcontractors participate in
implementing the Anti-Corruption Principles by working closely with them. The Group is also scaling up the
operations by onboarding more support in the supply chain and operations.
The Group has Ethical Rules as a part of its Employee Handbook regulating gifts and other economic
advantages. In case of uncertainty, the CFO is accessible to reply to questions for review. The company is
also operating with red periods with regards to purchasing and sale of stocks.
Working environment
To comply with the principles of working with sub-contractors to verify their actions, the Group is collecting
reports from our Norwegian factory assembling the products assessing their subcontractors delivering the
material and the parts for the production process. The Group is documenting the reports we receive through
our documentation system.
23
BOARD OF DIRECTORS REPORT
Covid-19
The Group experienced indirect effect of Covid-19 in 2022, related to lack of component souring which in
April 2022 led to a temporary production stop of Zaptec Pro and Zaptec Go at Westcontrol.
Management of the Group
• The name of the Group is Zaptec ASA. The Group’s parent company is a public limited liability company.
• The Group's objective includes development, modification, certification, commercialization and sale of
miniaturized high voltage electronics customized for demanding conditions.
• The Group's registered office is in the municipality of Stavanger, Norway.
• The Group's share capital is, following the share capital increase in February 2023, NOK 1,312,811.85,
divided into 87,520,790 shares, each having a nominal value of NOK 0.015.
• The board of directors of the Group shall consist of between 3 to 7 members. The board of directors shall
be elected by the Group's annual general meeting.
• The Group shall have a Chief Executive Officer.
• The chair acting alone have the right to sign on behalf of the Group.
• The board of directors may grant powers of procuration.
• The Shares shall be registered in the Norwegian Central Securities Depository (VPS).
• The Group's shares are freely tradable.
• The annual General Meeting shall deal with and decide the approval of the annual accounts and the
annual report, including distribution of dividend. Furthermore, the General Meeting shall deal with other
matters, which according to the law or the Articles of Association fall within the responsibility of the
General Meeting.
• Documents relating to matters to be dealt with by the Group's 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 which relate to matters to be dealt with at the
General Meeting are sent to it. See Section 6 in the Articles of Association. Shareholders may cast their
vote in writing, including voting through electronic communication, in a period prior to the General
Meeting. The Board of Directors can establish specific guidelines for such advance voting. The
established guidelines must be stated in the notice of the General Meeting.
• For other matters, reference is made to the provisions of the Norwegian Public Limited Liability
Companies Act, as amended from time to time.
• The Group shall have a nomination committee, ref. Section 10 and Section 11.9 in the Articles of
Association.
Events after period end
On 21
st
February 2023, The Group raised approximately NOK 300 million in gross proceeds through a private
placement of 11,111,112 new shares at a price per share of NOK 27.00. The Group’s share capital following the
Private Placement will be NOK 1,312,811.85 divided into 87,520,790 shares, each with a par value of NOK
0.015. The net proceeds from the Private Placement will be used for general corporate purposes and to
continue Zaptec’s international expansion.
On 15
th
March 2023, the Swedish Electrical Safety Authority (SESA) announced a sales ban for one of Zaptec’s
largest competitors on charging stations in Sweden, as SESA revealed that the competitors chargers lacked
compliance with relevant technical standards for EV charging. The competitor must recall chargers not
installed and is given 12 months to fix non-compliance in current installations. The sales ban may become
applicable across European Union (EU) and the entire European Economic Area (EEA); however, this is yet to
be decided. Zaptec experienced a significant increase in demand on the 15
th
of March in Sweden following
the SESA announcement. Zaptec expects increased demand for both Zaptec Pro and Zaptec Go going
forward, as customers are likely to turn to Zaptec, which offers similar solutions in compliance with relevant
technical standards. The extent of increased demand for Zaptec products in the future is, however, uncertain
at this stage and will depend on development in the case between SESA and the competitor in Sweden and
the potential sales ban in other European markets beyond Sweden.
24
BOARD OF DIRECTORS REPORT
On 17
th
March 2023, the Group was granted a patent in Europe for the dynamic phase balancing technology
which is regarded as a key milestone for the Group as it separates the Group from competitors in Europe.
On 30
th
March 2023, the Zaptec Pro MID type approval was completed. Measuring Instruments Directive
(MID) and compliance to this is governed by notified bodies in Europe. This approval shows that Zaptec Pro
complies to the energy measurement accuracy and documentation requirements in major European
markets. MID certification is a requirement in specific markets and close to a requirement in others. The
energy measurement device one built in the new Zaptec Pro charger is now certified to measure the power
used to charge an electric vehicle. It will remain as a safe quality stamp for all end users who will only pay for
precisely what energy they receive to their vehicles.
Allocation of net income
The Group had a net loss for 2022 of 36 935 KNOK which the Board of Directors has proposed to be
attributed to:
Dividend KNOK 0
Retained earnings KNOK - 36 935
Net income allocated KNOK - 36 935
Zaptec ASA had a net profit for 2022 of 6 915 KNOK which the Board of Directors has proposes to be
attributed to:
Dividend KNOK 0
Retained Earnings KNOK 6 915
Net income allocated KNOK 6 915
Zaptec ASA received a group contribution from Zaptec Charger AS of KNOK 27 411 for 2022.
25
BOARD OF DIRECTORS REPORT
Stig H. Christiansen (sign)
Chairman of the board
Peter Bardenfleth-Hansen (sign)
Chief Executive Officer
Christian Rangen (sign)
Board member
Ingelin Drøpping (sign)
Board member
Jennifer Jacobs Dungs (sign)
Board member
An Joanna De Pauw (sign)
Board member
Consolidated Financial Statements
27
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
In NOK 1000
Note 2022 2021
Operating income
Revenues from contracts with customers
5,6 757 398 488 972
Other operating income
5 0 27
Total operating income
Operating expenses
Cost of inventories
5 450 638 273 843
Employee benefit expenses
5,7 157 090 77 973
Depreciation and amortisation expense
5,12,13 20 573 12 890
Other operating expenses
5,7, 18 154 190 61 791
Total operating expenses 782 492 426 497
Operating profit/loss -25 093 62 502
Financial income and expenses
Finance income 8 6 084 3 185
Finance expense 8 13 527 3 053
Net financial income (+) and expenses (-) -7 443 132
Profit (+)/loss (-) before tax -32 536 62 634
Tax expense (+)/benefit (-)
9 4 399 17 134
Profit (+)/loss (-) after tax -36 935 45 501
Total profit/loss attributable to:
Owners of the parent -36 935 45 501
Non-controlling interest
Basic earnings per shares 10 -0,48 0,60
Diluted earnings per shares 10 -0,48 0,56
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
In NOK 1000 Note 2022 2021
Profit (+)/loss (-) for the period -36 935 45 501
Items that will or may be reclassified to profit or loss:
Exchange gains arising on translation of foreign operations
Total comprehensive income -30 478 49 406
Total comprehensive income attributable to:
Owners of the parent
-30 478 49 406
Non-controlling interest
28
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
In NOK 1000 Note 31.12.2022 31.12.2021
ASSETS
Goodwill and intangible assets
Goodwill 3,11 69 638 63 061
Other intangible assets 11 85 462 78 064
Deferred tax asset
Deferred tax asset 9 4 725 5 468
Tangible assets
Property, plant and equipment 12,19 9 015 5 061
Right-of-use assets 13 15 710 15 210
Other non-current assets 4 5 310 109
Total non-current assets 189 859 166 973
Inventories
Inventories 14,19 90 788 26 173
Receivables
Trade receivables 15,19 116 337 80 916
Other current assets
Financial investments 4,8 0 183 500
Other current assets 22 113 299 28 605
Cash and cash equivalents
Cash and cash equivalents 16 102 862 76 258
Total current assets 423 286 395 451
TOTAL ASSETS 613 145 562 424
29
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
In NOK 1000 Note 31.12.2022 31.12.2021
EQUITY AND LIABILITIES
Equity
Share capital
17 1 146 475
Treasury shares 0 0
Share premium 359 185 355 362
Not registered capital increase 0 3 825
Other paid in equity 6 855 11 328
Foreign exchange reserve 10 480 4 024
Other reserves -25 577 19 500
Total equity 352 088
Non-current liabilities
Deferred tax
9 5 901 5 360
Long-term lease liabilities
13 10 528 11 619
Long-term provisions 7,18 5 115 6 905
Total non-current liabilities
Current liabilities
Trade payables 146 057 66 142
Short-term loans and borrowings 19 29 229 3 833
Short-term lease liabilities 13 5 414 3 813
Contingent consideration 20 0 38 963
Tax payable
9 11 107 9 248
Other current liabilities 20
Total current liabilities 239 513
Total liabilities 261 057 167 910
TOTAL EQUITY AND LIABILITIES 613 145
30
CONSOLIDATED STATEMENT OF CASH FLOWS
In NOK 1000 Note 2022 2021
CASH FLOW FROM OPERATING ACTIVITIES
Profit (+)/loss (-) before tax -32 536
Taxes paid -9 248 0
Depreciation and amortisation expense 12,13 20 573 12 890
Shared based payment expense 7
Finance income 8 5 990 -4 679
Finance expense 8
Interest received 8 94 0
Increase in trade receivables 15
-35 421
-10 564
Increase in inventories 14
-64 615
-39 054
Increase in trade payables 79 915 28 683
Change in other accrual items
-38 606
-9 339
NET CASH FLOW FROM OPERATING ACTIVITIES
-48 815 52 578
CASH FLOW FROM INVESTMENT ACTIVITIES
Acquisition of subsidiary, net of cash acquired 0 -18 298
Purchases of property, plant and equipment 11,12
-24 838 -16 973
Proceeds from sale of investments (funds) 4
Advances/loans to suppliers -67 397 0
Investments in other entities -4 872 0
Cash flows from other investements
NET CASH FLOW FROM INVESTMENT ACTIVITIES
CASH FLOW FROM FINANCING ACTIVITIES
Repayment of loans and borrowings 20 -3 833 -3 833
Draw down on credit facility 29 229 0
Lease liabilities 13 -4 546 -2 901
Interest on lease liabilities 13 -511 -436
Interest on debts and borrowings -2 119 -205
Purchase of treasury shares
10 -9 157 -7 495
Settlement of option agreement 7 -15 984 0
Sale of treasury shares 7 1 689 2 998
Proceeds from equity 0 7 200
NET CASH FLOW FROM FINANCING ACTIVITIES
-5 233
-4 673
Net change in cash and cash equivalents 26 604 52 524
Cash and cash equivalents at start of period 76 258
CASH AND CASH EQUIVALENTS AT END OF PERIOD 102 862 76 258
31
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
In NOK 1000
Share
Capital
Share
premium
Not
registered
capital
Other paid
in capital
Foreign
exchange
reserve
Other
equity
Total
equity
holders of
the parent
Non-
controllin
g interest
Total
equity
1 January 2021 469 323 993 0 2 931 118 -21 940 305 571 87 305 658
Profit (+)/loss (-) after tax 45 501 45 501 45 501
Other comprehensive Income 3 905 3 905 3 905
Purchase of non controlling interest -7 409 -7 409 -87 -7 496
Sale of treasury shares 2 998 2 998 2 998
Capital increase 6 31 369 3 825 350 35 550 35 550
Share based payments 8 396 8 396 8 396
31 December 2021 475 355 362 3 825 11 328 4 024 19 500 394 514 0 394 514
1 January 2022 475 355 362 3 825 11 328 4 024 19 500 394 514 0 394 514
Profit (+)/loss (-) after tax -36 935 -36 935 -36 935
Other comprehensive Income 6 457 6 457 6 457
Purchase of treasury shares -2 -9 155 -9 158 -9 158
Sale of treasury shares 2 1 687 1 689 1 689
Capital increase 672 3 823 -3 825 -675 -6 -6
Settlement of share based payment* -15 984 -15 984 -15 984
Share based payments 11 511 11 511 11 511
31 December 2022 1 146 359 185 0 6 855 10 480 -25 577 352 088 0 352 088
* Settlement of option agreement (purchase of own equity instruments). Refer to Note 7 for additional information
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
59
INCOME STATEMENT
In NOK 1000
Note 2022
Restated*
2021
Operating expenses
Employee benefit expenses 2 2 970 8 134
Other operating expenses
2,3 11 738 2 645
Total operating expenses 14 707
10 779
Loss -14 707 -10 779
Financial income and expenses
Interest income from group companies
4
2 791 0
Group contribtuion 4
27 411 25 105
Other financial income 78
4 680
Decrease in fair value of financial current assets
5
5 092 1 930
Other financial expenses 801 261
Net financial income (+) and expenses (-) 24 388
27 593
Profit (+)/loss (-) before tax 9 680
16 814
Tax expense (+)/benefit (-) 6 2 766 5 354
Profit (+)/loss (-) after tax 6 915 11 460
Aloocated to
Other equity 7 6 915 11 460
Total 6 915
11 460
* Amounts for 2021 are adjusted due to correction of error, see Note 11
60
BALANCE SHEET
In NOK 1000
Note
2022
Restated*
2021
ASSETS
Deferred tax asset
Deferred tax asset 6 898 3 664
Non-current financial assets
Investments in subsidiaries 8 187 492 187 492
Convertible loans to group companies 4
184 891 0
Investments in shares 8
4 872 0
Total non-current assets 378 153
191 156
Debtors
Other short-term receivables
4 2 014 472
Short term receivables from group companies 4 34 653 76 669
Other current assets
Financial investments 5 0 183 500
Cash and cash equivalents
Cash and cash equivalents 9 8 013 17 776
Total current assets 44 680 278 416
TOTAL ASSETS 422 834 469 571
61
BALANCE SHEET
In NOK 1000
Note 2022
Restated*
2021
EQUITY AND LIABILITIES
Equity
Share capital
7, 10
1 146 475
Treasury shares 7, 10 0 0
Share premium 7
359 185 355 362
Not registered capital increase
7
0 3 825
Other paid in equity 7 22 061 11 327
Other equity 7 32 838 33 961
Total equity 415 230 404 951
Liabilities
Other provision 2
218 1 382
Provisions
218 1 382
Current liabilities
Trade payables
6 261 85
Short-term public dues
282
0
Group contribution 4 0 63 155
Other current liabilities 4 842 0
Total current liabilities 7 385 63 240
Total liabilities
7 604
64 621
TOTAL EQUITY AND LIABILITIES 422 834 469 571
* Amounts for 2021 are adjusted due to correction of error, see Note 11
Stavanger, 25.04.2023
Christian Rangen Stig Harry Christiansen Peter Bardenfleth-Hansen
Member of the board
Chaiman of the board General manager
Jennifer Jacobs Dungs An Joanna De Pauw
Ingelin Drøpping
Member of the board Member of the board Member of the board
62
STATEMENT OF CASH FLOWS
In NOK 1000
Note
2022
Restated*
2021
CASH FLOW FROM OPERATING ACTIVITIES
Profit (+)/loss (-) before tax
9 680 16 814
Write-dowen of intercompany loan
177 0
Group contribution not paid 4 -27 411 -25 105
Earnings from funds 5 5 014 -4 418
Change in accounts receivables 0 134
Change in accounts payables
6 177 -87
Share based payment expense 2 2 875 5 900
Movement shares/funds
0 1 930
Change in other accrual items
7 070 2 586
NET CASH FLOW FROM OPERATING ACTIVITIES
3 582 -2 246
CASH FLOW FROM INVESTMENT ACTIVITIES
Proceeds from sale of shares 0 -18 298
Change in covertible intercompany loans
4 185 068 -16 973
Payments to buy other investments 8 4 872 40 000
Proceeds from sale of other investments 5 177 691 -110
NET CASH FLOW FROM INVESTMENT ACTIVITIES
-12 249 4 619
CASH FLOW FROM FINANCING ACTIVITIES
Change in intercompany payables
6 273 0
Repayment of finance debt -3 833
Issue of share capital 0 0
Purchase of treasury shares 7 -9 057 -7 495
Sale of treasury shares
7 1 688 2 998
NET CASH FLOW FROM FINANCING ACTIVITIES -1 096 -8 331
Net change in cash and cash equivalents -9 763 -5 958
Cash and cash equivalents at start of period 17 776 23 734
CASH AND CASH EQUIVALENTS AT END OF PERIOD
8 013 17 776
* Amounts for 2021 are adjusted due to correction of error, see Note 11
63
NOTES
Note 1 - Accounting principles
Basis of preparation
Subsidiaries and investment in associates
Classification and valuation of balance sheet items
Current assets are valued at the lower of acquisition cost and fair value.
Group receivable and other receivables
Foreign currency translation
Investments
Investments in bonds are measured at fair-value.
Share-based option agreement
The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted
accounting principles in Norway.
Subsidiaries and investments in associates are valued at cost in the company accounts. The investment is valued as cost of
the shares in the subsidiary, less any impairment losses. An impairment loss is recognised if the impairment is not
considered temporary, in accordance with generally accepted accounting principles. Impairment losses are reversed if the
reason for the impairment loss disappears in a lather period.
Dividends, group contributions and other distributions from subsidiaries are recognised in the same year as they are
recognised in the financial statement of the provider. Which under NGAAP normally is in the financial year it relates to, even
if it is approved by the general meeting after the financial year. If dividends/group contribution exceed withheld profits after
the acquisition date, the excess amount represents repayment of invested capital, and the distribution will be deducted from
the recorded value of the acquisition in the balance sheet for the parent company.
Investments in associates and shares are valued at cost in the company accounts. The investment is valued as cost of the
shares in the associate, less any impairment losses. An impairment loss is recognised if the impairment is not considered
temporary, in accordance with generally accepted accounting principles. Impairment losses are reversed if the reason for the
impairment loss disappears in a lather period.
Non-current assets are assets intended for long-term ownership or use. All other assets are current assets. Receivables that
fall due for payment within one year shall not be classified as non-current assets. Similar criteria applies to liabilities.
Non-current assets are written down to fair value upon any impairment that is expected not to be temporary. Long-term
debt are recognised at nominal value at transaction date.
Group receivable and other current receivables are recorded in the balance sheet at face value less provisions for doubtful
accounts. Provisions for doubtful accounts are based on an individual assessment of the different receivables. For the
remaining receivables, a general provision is estimated based on expected loss.
Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign
currency are translated into NOK using the exchange rate applicable on the balance sheet date.
Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to
the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the
number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised
over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting
conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a
charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted
or failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options,
measured immediately before and after the modification, is also charged to financial statement over the remaining vesting
period.
64
Taxes
Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.
Cash flow statement
Note 2 - Remuneration to the board and auditor
Payroll costs through profit and loss
In NOK 1000 2022 2021
Remuneration to the board
750 747
Payroll tax -806 1 487
Remuneration to nomination committee 120 0
Share-based payment expense 2 875 5 900
Total 2 940 8 134
Remuneration to the board
2022
In NOK 1000 Salaries Bonus
Share based
payment
Other
benefits
Total
Stig H. Christiansen 300 0 958 0 1 258
Christian Rangen
150 0 0 0 150
Pål Selboe Valseth*
150 0 0 0 150
Peter Bardenfleth-Hansen
150 0 1 917 0 2 067
Total 750 0 2 875 0 3 625
2021
In NOK 1000 Salaries Bonus
Share based
payment
Other
benefits
Total
Stig H. Christiansen 167 0 1 967 0 2 134
Christian Rangen
150 0 0 0 150
Pål Selboe Valseth 200 0 0 0 200
Peter Bardenfleth-Hansen 230 0 3 933 0 4 163
Total 747 0 5 900 0 6 647
* Member of the Board up until 07.11.2022
In 2022 the company employed 0 man-years.
In NOK 1000
Chief executive officer
Peter Bardenfleth-Hansen 2 485 2 500 2 359 126 7 470
Total 2 485 2 500 2 359 126 7 470
Pension liabilities
The company has no employees and is not liable to maintain an occupational pension scheme under the Mandatory
Occupational Pensions Act.
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all
differences between the book value and tax value of assets and liabilities. Deferred tax is calculated as 22 percent of
temporary differences and the tax effect of tax losses carried forward.. Deferred tax assets are recorded in the balance sheet
when it is more likely than not that the tax assets will be utilized.
The cash flow statement is presented using the indirect method. Cash and cash equivalents includes cash and bank
deposits.
Peter Bardenfleth-Hansen is the general manager in Zaptec ASA. He is compensated through Zaptec Charger AS. His salary
is specified in the table below:
65
Remuneration to auditors for 2022
In NOK 1000
Statutory audit 943
Other non-auditing services 1 260
Total 2 203
All amounts exclude VAT.
Share-based compensation
Share-based payment program for board of directors (Stock option program)
The company operates a equity-settled share-based remuneration schemes for board of directors.
2022 2021
Number Number
Outstanding at 1 January 11.25 300 000 0 0
Granted during the year 0 0 11.25 300 000
Forfeited during the year 0 0 0 0
Exercised during the year 11.25 150 000 0 0
Lapsed during the year 0 0 0 0
Outstanding at 31 December 11.25 150 000 11.25 300 000
Vested at 31 December 11.25 150 000 0 0
The following information is relevant in the determination of the fair value of options granted during the year under :
2022 2021
Option pricing model used Black-Sholes Black-Scholes
Share price at date of grant * 40
Strike * 11.25
Contractual life (in days) * 593
Expected life (in days) * 486
Expected volatility * 78 %
Risk-free interest rate * 0,4%-0,6%
Fair value at grant date (average) * 29.25
* No new options granted
Share-based incentive program for all employees
Weighted average
exercise price
Weighted average
exercise price
During the year 150 000 options was exercied, subscription amount was 1.7 MNOK. Weighted share price of these options is
NOK 40.31.
Peter Bardenfleth-Hansen holds stock options that were granted when he was a member of the Board. The agreement have
vesting periods ranging for 6.4-18.4 months from 18.06.2021, which grant Peter Bardenfleth-Hansen purchase rights of 100
000 shares at a share pricing of NOK 11.25.
Stig H. Christiansen (Chairman) holds stock options as of 31.12.2022. The agreement have vesting periods ranging for 6.4 -
18.4 months from 18.06.2021, which grant the board member purchase rights of 50 000 shares at a share pricing of NOK
11.25.
As of 01.01.2022 The Group implemented a share-based incentive program. Under the program all employees are entitled to
a bonus equal to 20% of the employees' annual salary at 01.01.2022. The shares are allocated immediately and are vested
over the vesting period, but can not be sold before 01.01.2025. Under the program the number of shares received is fixed at
01.01.2022. The number of shares equals 20% of the annual salary less withholding tax divided by the share price of Zaptec
ASA based on average stock price last 15 days of 2021. Allocated shares for 2022 is 69 220.
As part of the scheme the employee will receive a cash bonus equal to hers/his income tax payable triggered by the
program. If the employee leaves before 01.01.2025 the shares received should be returned to the company without
consideration. The cash portion would not be returned. The cash settlement and the employees tax payable has both been
expensed in 2022 in Zaptec ASA's subsidiaries.
66
Share-based incentive program for management
In NOK 1000 2022 2021
Option program 2 875
5 900
Share-based incentive program for all employees 1 402 0
Share-based incentive program for management
6 457 0
Total share based payment expense 10 734 5 900
Note 3 - Specification of other operating costs
In NOK 1000 2022 2021
Rental cost
216 141
Other operating costs
4 186 377
Consultants
7 335 2 127
Total share based payment expense 11 738 2 645
Note 4 - Inter-company items between companies in the same group
Receivables
In NOK 1000 2022 2021
Convertible loans to companies in the same group
184 891 0
Other short-term receivables within the group 7 242 51 562
Group contribution 27 411 25 108
Total
219 544 76 670
Liabilities
In NOK 1000 2022 2021
Other short-term liabilities within the group 0 63 155
Total 0 63 155
The loan to Zaptec Power AS has been written-down with 176 943 NOK.
All the subsidiaries are listed in Note 8.
The share portion is accounted for as an equity settled share-based payment program with immediate allocating to the
employee that is the fair value of the equity instruments at grant date will be expensed over the vesting period (01.01.2025).
Fair value is measured by using the actual average stock price of the last 15 days of 2021. The provision for the cash portion
is based on the estimated income tax trigged by the actual transfer of the share at each reporting date.
The share portion is accounted in Zaptec ASA as an increase in investment i subsidiaries and equity. Recharge transaction is
accounted for as a receivable to subsidiaries and decrease in subsidaries. Employer contribution payable is based on the
intrinsic value of the shares at the reporting date. The employees in the subsidiaries receives shares from Zaptec ASA. The
share portion is recorded in the subsidiaries as increase in payroll costs, and increase in liabilities to parent company.
The prior years financial statement recognized group contribution as part of the financial statement caption; "Other financial
income" in the P&L. In the current years financial statement, the amount is reclassified to the financial statement caption;
Group contribution" in the P&L.
As of 01.01.2022 the group implemented a share-based incentive program. Under the program key management are granted
a right to receive a defined number of shares after a vesting period. The vesting period running until 01.01.2025. A total of
440 000 rights to receive shares has been granted under this program as of 31.12.2022.
The program is accounted for as a equity settled share-based payment program with a 3 year vesting period, that is the fair
value of the equity instruments at grant date will be expensed over the vesting period. Fair value is measured by using the
actual average stock price of the last 15 days of 2021.
Share-based payment expense is charged to the income statements the following amount, where the option program is
charged in Zaptec ASA and share-based incentive program is charged in subsidiaries of Zaptec ASA:
67
Note 5 - Investments in bonds
As of 31 December the group holds the following investment in funds:
2022 2021
DNB High Yield D 0 22 238
DNB Obligasjon E 0 80 182
DNB Likviditet Institusjon 0 81 080
Total 0
183 500
The funds has been sold during 2022. The decrease in market value during 2022 was 5,8 MNOK.
Note 6 - Income tax
In NOK 1000
2022 2021
Income tax expense
Current income tax 0 0
Changes in deferred tax 2 766 5 354
Total income tax expense (+)/benefit (-) 2 765 5 354
Temporary differences and tax positions
Tangible assets 88 105
Accounts receivables -177 -177
Provisions -218
-1 397
Total temporary differences and tax positions -306 -1 468
Tax losses carried forward
-3 777 -15 186
Basis for deferred tax -4 083 -16 654
Net deferred tax asset
22 % -898 -3 664
In NOK 1000
2022
2021
Taxable income
Result before tax 9 680 16 814
Permament differences
2 875 7 532
Change in temporary differences
-1 146 1 404
Application of loss to be brought forward -11 409
-25 742
Taxable income 0 0
Tax payable in the statement of financial position
Current income tax payable -6 030 -5 523
Prepaid tax 6 030 5 523
Net tax payable 0 0
In NOK 1000
2022 2021
Reconciliation of effective tax rate
Result before tax 9 680 16 814
Income tax based on applicable tax rate (22%) 22 %
2 130 3 699
Tax effect on permanent differences 633 1 657
Too much/to little allocated previous year 3 0
Total income tax expense (+)/benefit (-) 2 766 5 354
Effective tax rate 28,6 % 31,8 %
In NOK 1000
2022 2021
Specification of permanent differences
Share-based payment expense 2 875 5 900
Loss on realization of fund 22 % 0 261
Other permanent differences 0 -558
Change in fair value of financial instruments 0 1 930
Total income tax expense (+)/benefit (-) 2 875 7 532
68
Note 7 - Equity
In NOK 1000
Share
Capital
Share
premium
Not
registered
capital
Other paid
in capital
Other equity Total equity
Equity 1 January 2021 468 323 993 0 6 287 19 504 350 253
Correction of error -3 359 -3 359
Adjusted equity 1 January 2021 468 323 993 0 2 928 19 504 346 893
Profit (+)/loss (-) after tax 11 460 11 460
Purchase of treasury shares 0
Sale of treasury shares 2 998 2 998
Capital increase 6 31 369 3 825 35 200
Share based payments 8 399 8 399
Adjusted equity 31 December 2021 474 355 362 3 825 11 327 33 962 404 951
Profit (+)/loss (-) after tax 6 915 6 915
Purchase of treasury shares -2 -9 056 -9 059
Sale of treasury shares 2 1 687 1 689
Capital increase 672 3 823 -3 825 -669 0
Share based payments 10 734 10 734
31 December 2022 1 146 359 185 0 22 061 32 839 415 230
Note 8 - Subsidiaries and investments in shares
Subsidiary Head office Currency Ownership
Carrying
amount
Equity Result
Zaptec Charger AS Stavanger NOK 100 % 186 471 158 554 17 887
Zaptec IP AS Stavanger NOK 100 % 2 849 3 360 -101
Zaptec Power AS Stavanger NOK 100 % 0 5 116 75
Charge365 AS Stavanger NOK 100 % 1 530 -204 -1 270
Total 190 851 166 826 16 592
Subsidiation Head office Ownership
Carrying
amount
(NOK)
Equity
(GBP)
Result
(GBP)
Switch EV Ltd. London 100 % 4 872 341 -2 002
Note 9 - Cash and cash equivalents
Funds standing on the tax deduction account (restricted funds) are NOK 0.
The shares in Zaptec Power AS has been written down to 1 NOK in accordance with "NRS Nedskrivning av anleggsmidler".
There is no activity in this company per 31.12.2022.
69
Note 10 - Shareholders and shareholders information
Share capital at 31 December:
Number of
shares
Face value
Book value
Ordinary shares
76 409 678
0,01500
1 146 145
Total
76 409 678 1 146 145
Main shareholders at 31 December:
Number of
shares
Ownership
interest
Voting
rights
VALINOR AS
10 400 000
13,61 %
13,61 %
Nordnet Bank AB
10 178 565 13,32 %
13,32 %
Avanza Bank AB 7 140 305
9,34 %
9,34 %
Skandinaviska Enskilda Banken AB 7 004 286
9,17 %
9,17 %
Danske Bank A/S 3 415 671
4,47 %
4,47 %
CLEARSTREAM BANKING S.A. 3 203 753
4,19 %
4,19 %
VPF DNB NORGE SELEKTIV 3 138 069
4,11 % 4,11 %
State Street Bank and Trust Comp
2 735 503 3,58 % 3,58 %
The Bank of New York Mellon SA/NV 2 114 963
2,77 % 2,77 %
Morgan Stanley & Co. Int. Plc.
1 761 549
2,31 % 2,31 %
MUST INVEST AS 1 554 726
2,03 %
2,03 %
Saxo Bank A/S
1 540 663 2,02 % 2,02 %
VERDIPAPIRFONDET DNB SMB
1 330 995 1,74 %
1,74 %
BNP Paribas 1 245 300
1,63 %
1,63 %
Nordea Bank Abp 1 227 290
1,61 % 1,61 %
VERDIPAPIRFONDET PARETO INVESTMENT 1 200 000 1,57 % 1,57 %
ØSTREM INVEST AS
1 000 000 1,31 %
1,31 %
Euroclear Bank S.A./N.V.
914 321
1,20 % 1,20 %
Société Générale
853 000 1,12 % 1,12 %
Banque De Luxembourg S.A. 787 052
1,03 % 1,03 %
Zaptec ASA - Treasury shares*
71 599 0,09 % 0,09 %
Others (less than 1% ownership)
13 592 068 17,79 %
17,79 %
Total 76 409 678
100,00 %
100,00 %
Stocks and options owned by members of the board and management in Zaptec Charges AS:
Name
Position
Numbers of
shares
Options
Peter Bardenfleth-Hansen CEO 130 000
100 000
Kurt Østrem CFO 1 000 000
300 000
Stig H. Christiansen Chairman of the board 50 000
50 000
Lars Helge Helvig*, ** Deputy board member 10 400 000
0
Pål Selboe Valseth**
Board member 420 115 0
Christian Rangen Board member 186 281 0
* Lars Helge Helvig is the owner of Valinor AS, where he indirect owns the 10 400 000 shares in Zaptec ASA.
** Member of the board up until 07.11.2022.
70
Note 11 - Correction of error
Shares in subsidiaries are reversed with 31,3 MNOK and replaced with 2,5 MNOK.
The table below shows which financial statements capitons that have been effected by the correction:
Other paid
in Equity
Other Equity
Shares in
subsidiaries
Provision
for payroll
tax
Payroll cost
Payroll tax
31.12.2021 before correction 44 181 29 940 216 339 1 397 9 907 1 397
Reversal of error
-41 253 11 303 -31 347 -1 397 -9 907 -1 397
Correction of error
8 399 -7 282 2 499 1 382 5 900 1 382
31.12.2021 restated 11 327 33 961 187 492 1 382 5 900 1 382
Note 12 - Events after the reporting date
Private placement
In other paid in equity, the amount of 41,3 MNOK, are reversed and replaced with an amount of 8,4 MNOK. Total effect on
equity is 28,8 MNOK.
In the financial statement, the amount of 9,9 MNOK are reversed from payroll cost and replaced with an amount of 5,9
MNOK. Provision for social security of 1,4 MNOK originally expensed are replaced an amount of 1,4 MNOK.
In prior years financial statement share based payment arrangements were expensed over vesting period based on the
intrinsic value of the granted options at the reporting date. This approach should only be applied in very limited
circumstances. In accordance with NGAAP equity settled option arrangements should be measured as fair value at the grant
date. The fair value of the options granted should then be expensed over the vesting period. Details on the valuation of
options granted are included in note 2. The correction resulted in a significant reduction of the expense as the intrinsic
value as of year-end was significantly higher than the fair value of options at grant date.
The company completed 21 February 2023 a contemplated private placement, raising 300 MNOK in gross proceeds through
a private placement of 11 111 112 new shares at a price per share of 27 NOK.
KPMG AS
Forusparken 2
P.O. Box 57
N
-4064 Stavanger
Telephone +47 45 40 40 63
Internet www.kpmg.no
Enterprise 935 174
627 MVA
To the General Meeting of Zaptec ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Zaptec ASA, which comprise:
• the financial statements of the parent company Zaptec ASA (the Company), which comprise
the balance sheet as at 31 December 2022, the income statement and statement of cash
flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and
• the consolidated financial statements of Zaptec ASA and its subsidiaries (the Group), which
comprise the consolidated statement of financial position as at 31 December 2022, the
consolidated statement of profit and loss, consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies.
In our opinion
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at
31 December 2022, and its financial performance and its cash flows for the year then ended in
accordance with Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
• the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022, and its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the
EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by relevant laws and regulations in Norway and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
Penneo Dokumentnøkkel: 30ILL-T6CCJ-F18B4-XX584-5SSTP-VYSPB
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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 1 year from the election by the general meeting of the
shareholders on 21 October 2022 for the accounting year 2022.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Accounting for share-based compensation
As disclosed in note 7 Employee benefit expenses.
The Key Audit Matter
How the matter was addressed in our audit
The Group has share-based compensation for
management, board of directors and employees. The
total amounts (both recognized through the
consolidated statement of profit or loss and
consolidated statement of changes in equity) related
to these agreements of 28.2 MNOK, exclusive social
security charges, is considered a significant part of
the Group’s consolidated financial statement.
Share-based compensations are considered to be a
key audit matter due to the following:
• The complex accounting involved in the
recognition and measurement of these
payments
• Treatment of cancellation and settlement of
share-based compensation in the period
• Significant new share-based compensations
were implemented in the period
Management used the Black-Scholes option valuation
model to determine the fair value of the options
granted. The option agreements were granted in 2020
and 2021 respectively, and part of the options was
cancelled and settled in 2022.
Significant new share-based compensation
agreements were implemented in 2022, involving both
cash- and equity settlement.
Accounting for share benefit and option agreements
are subject to complex accounting, and significant
judgment is required by management to determine
the fair value of the equity instruments granted.
Our procedures, amongst others, included:
• Recalculated the amount recognized during
the year in accordance with the conditions in
the agreements
• Evaluating management’s valuation models
and challenge the assumptions and inputs
used
• Inspecting agreements to identify the key
terms and conditions of share-based
compensation issued and relevant vesting
conditions in accordance with the applicable
financial reporting framework applicable to
the agreement.
• Performing tests of selected details of the
share-based compensation agreements to
assess if the input parameters in estimating
fair value are appropriate.
• At the grant date, we involved our valuation
specialists in assessing the reasonableness
of the assumptions used the by the Group,
evaluating the methodology and to assess
the reasonableness of estimated fair value
• Assessed whether the information disclosed
in the financial statements meets the
requirements of the financial reporting
framework applicable to the Group.
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3
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information accompanying the financial statements. The
other information comprises information in the annual report, but does not include the financial
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the information in the Board of Directors’ report nor the other information accompanying the financial
statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of
Directors’ report and the other information accompanying the financial statements. The purpose is to
consider if there is material inconsistency between the Board of Directors’ report and the other
information accompanying the financial statements and the financial statements or our knowledge
obtained in the audit, or whether the Board of Directors’ report and the other information
accompanying the financial statements otherwise appear to be materially misstated. We are required
to report if there is a material misstatement in the Board of Directors’ report or the other information
accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the 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 opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Policies and Corporate Governance Policy.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and for the preparation and true and fair view of the consolidated financial
statements of the Group in accordance with International Financial Reporting Standards as adopted
by the EU, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is responsible for assessing the Company’s and
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern. The financial statements of the Company use the going concern basis of accounting insofar
as it is not likely that the enterprise will cease operations. The consolidated financial statements of the
Group use the going concern basis of accounting unless management either intends to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
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• obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's and the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's and the
Group's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company and the Group to cease to
continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves a true and fair view.
• 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 Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Zaptec ASA we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the zip-file name 549300Y5EDWTJNTS8P96-2022-12-31-en, have been prepared,
in all material respects, in compliance with the requirements of the Commission Delegated Regulation
(EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant
to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the
preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial
statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF regulation.
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Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s Responsibilities
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
compliance with ESEF. We conduct our work in compliance 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 compliance with the ESEF Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Company’s
processes for preparing the financial statements in compliance with the ESEF Regulation. We
examine 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.
Stavanger, 25 April 2023
KPMG AS
Mads Hermansen
State Authorised Public Accountant
(This document is signed electronically)
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Partner
På vegne av: KPMG AS
Serienummer: 9578-5997-4-280077
IP: 80.232.xxx.xxx
2023-04-25 17:47:30 UTC
Mads Aleksander Hermansen
Statsautorisert revisor
På vegne av: KPMG AS
Serienummer: 9578-5997-4-280077
IP: 80.232.xxx.xxx
2023-04-25 17:47:30 UTC
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71
Alternative Performance Measures
Available Liquidity
Gross Margin
EBITDA
EBITDA Margin
OPEX
Employee benefit expenses plus other operating expenses
EBITDA as a percentage of revenues. The Group has presented this APM because it considers it to be an important supplemental measure for
investors to understand to evaluate the operating performance of the Group.
Cash, cash equivalents, other funds (financial investments) and available overdraft facility. The Group has presented this APM because it considers
it to be an important supplemental measure for investors to understand the overall picture of the G roup's financial position.
Zaptec may disclose alternative performance measures as part of its financial reporting as a supplement to the financial statements prepared in
accordance with IFRS. Zaptec believes that the alternative performance measures provide useful supplemental information to management,
investors, security analysts and other stakeholders and are meant to provide an enhanced insight into the financial development of Zaptec’s
business operations and to improve comparability between periods.
Gross profit as a percentage of revenues. Gross profit is defined as revenues from contracts with customers less cost of goods sold. The Group
has presented this APM because it considers it to be an important supplemental measure for investors to understand the profit generation in the
Group's operating activities.
The profit/(loss) for the period before tax expense, finance expense, finance income and depreciation and amortisation expense. The Group has
presented this APM because it considers it to be an important supplemental measure for investors to evaluate the operating performance of the
Group.
Cautionary Statement Regarding Forward-Looking Statements
In addition to historical information, this presentation contains statements relating to our future
business and/or results. These statements include certain projections and business trends that are
“forward-looking.” All statements, other than statements of historical fact, are statements that could
be deemed forward-looking statements, including statements preceded by, followed by or that
include the words “estimate,” pro forma numbers, “plan,” project,” “forecast,” “intend,” “expect,”
“predict,” “anticipate,” “believe,” “think,” “view,” “seek,” “target,” “goal”, “outlook” or similar
expressions; any projections of earnings, revenues, expenses, synergies, margins or other financial
items; any statements of the plans, strategies and objectives of management for future operations,
including integration and any potential restructuring plans; any statements concerning proposed
new products, services, developments or industry rankings; any statements regarding future
economic conditions or performance; any statements of belief; and any statements of assumptions
underlying any of the foregoing.
Forward-looking statements do not guarantee future performance and involve risks and
uncertainties. Actual results may differ materially from projected results/pro forma results as a
result of certain risks and uncertainties. Further information about these risks and uncertainties are
set forth in our most recent annual report for the Year ending December 31, 2022. These forward-
looking statements are made only as of the date of this press release. We do not undertake any
obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise. The forward-looking statements in this report are based
upon various assumptions, many of which are based, in turn, upon further assumptions, including
without limitation, management’s examination of historical operating trends, data contained in our
records and other data available from Fourth parties. Although we believe that these assumptions
were reasonable when made, because these assumptions are inherently subject to significant
uncertainties and contingencies, which are impossible to predict and are beyond our control, we
cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
Disclaimer – forward looking statements
