We simplify your business Annual report 2005

Transcription

1 We simplify yor bsiness Annal Report 2005

2 Contents 3 Key Figres Visma Grop 4 Visma in Short 6 The Grop CEO s Comment 8 Bsiness areas 16 Board of Directors report 24 IFRS Acconting Principles 29 Annal Acconts 34 Notes to the Acconts 60 Aditor s report 62 Corporate Governance in Visma 64 Shares and Shareholders Highlights 2005 Branding process in Sweden in 2005 Acqistion of Vestfold Btikkdata AS (Software) Contract in Denmark with Odense Mnicipality (Services) Establishment of Visma Advantage AB (Visma F&P) Branding All Visma companies in Sweden participated in a large re-branding programme dring An extra investment of NOK 10 million was made to increase awareness and knowledge of the Visma brand in Sweden. Intensive advertising in newspapers, on billboards and on television had great impact in the market, and there is no dobt that Visma is now a brand well-known to or primary target grops. There is considerably greater interest and more enqiries from potential and existing cstomers, and seminars in Q were flly booked. A similar branding activity will be implemented in the other Nordic contries, contining with Norway in Financial calendar All financial presentations are open and streamed on web. All financial presentations are held at Hotel Continental in Oslo - 08:00 CET Reslts of 4 qarter Janary 2006 Reslts of 1 qarter April 2006 Reslts of 2 qarter Jly 2006 Reslts of 3 qarter October 2006

3 3 Key Figres Visma Grop IFRS IFRS NGAAP NGAAP NGAAP Profit and loss Operating revenes NOK mill Revene growth % EBITDA NOK mill EBITDA margin % Net profit/loss after tax NOK mill Net profit margin % Net cash flow from operations NOK mill Shares Earnings per share NOK Dividend per share NOK Dividend ratio % Share price as of 31 December NOK Market capitalisation as of 31 December NOK mill Nmber of shares as of 31 December mill shares Eqity Total eqity NOK mill Eqity ratio % Employees Grop total as of 31 December Headcont EBITDA distribtion per bsiness area 2005 Client distribtion per bsiness area 2005 Revene distribtion per bsiness area 2005 F&P Services Software Services F&P Services Software Services F&P Services Software Services

4 4 Visma in short Visma was fonded in 1996, as a reslt of the merger between the two software companies Mltisoft AS and SpecTec ASA. A new merger followed the year after between Visma and Dovre Informasjonssystemer AS. An integration period followed, and from 1997 to 1999, the three divisions, Visma Bsiness, Visma Marine and Visma Logistics were shaped. In this period Visma also established its position as a world-wide provider of software. Visma has gone throgh a lot of changes since then, and we have widened or range of services from being a software provider to become a leading Nordic spplier with a complete prodct portfolio developed for or cstomers to contribte to their growth and sccess. Or portfolio incldes software, services related to finance, acconting and non-procrement, work flow, administrative prchasing, recritment, training and debt collecting. Today the Visma grop comprises three bsiness areas, represented by the divisions, Visma Software, Visma Services and Visma Financial & Prodctivity Service and at the end of 2005, Visma had employees. The total grop revenes in 2005 were NOK 1.9 million. The grop is headqartered in Oslo, Norway, and is represented with offices in over 70 Nordic cities in addition to over distribtors. This network of employees and distribtors serve clients of different sizes and with different needs on daily basis. Simplified bsiness Nordic growth Simplified bsiness Being able top focs on yor bsiness development is an important sccess factor. Visma wants to contribte to yor sccess by offering prodcts and services designed to improve and simplify bsiness processes, ease management and operation, and give yo more time available to concentrate on cstomers, prodcts and employees. Nordic growth Or cstomers competitiveness and ftre sccess depend on efficiency. In many bsinesses, simplification and atomation are necessary to achieve increased efficiency. Visma provides both simplification and atomation, which is important to enable Nordic growth for Visma and or cstomers. Visma ASA Holding Company Visma Software ERP CRM E-commerce Visma Services Acconting & Payroll Otsorcing Visma F&P Services Debt Collection Procrement Temp services Software training

5 5 Streamline yor bsiness concept watch the cash flow

6 6 The Grop CEO s Comments The bsiness climate in the Nordic contries developed favorably dring In all the markets where Visma operates - Denmark, Finland, Norway and Sweden GDP developed better than in the remainder of Western Erope. With more than companies as cstomers, both small and large, both pblic and private, and in most vertical segments, Visma benefited from this development as well. Profitable growth in focs Dring the difficlt years from 2001 throgh 2003, most companies focsed on cost control. Gradally dring 2004 and clearly in 2005 the focs retrned to growth, bt nlike the dotcom craze, most companies are now combining growth with profitability. The dramatic growth in profitability is based on sbstantial growth in prodctivity, to a large extent de to efficient tilisation of compting, commnication and software. Most companies are however getting closer to their optimm mode of operation, and the need to hire either employees or consltants is increasing. Unemployment is decreasing, and in the IT-indstry we see a growing demand for IT-consltants, especially within the ERP- and CRMsectors. In the coming years, companies will make sbstantial investments in IT and software to improve their prodctivity frther, and to be able to meet increasing demand from their cstomers. The Nordic advantage The composition of the Nordic economies is qite diverse, and most indstries of the world are represented in the combined Nordic market. Raw materials, energy, manfactring, pharmacetical, agricltre, fishing, engineering, shipping, constrction, financial

7 7 services, consmer prodcts, professional services are all represented in abndance. In addition, the pblic sectors are large and well-developed. For Visma, operating in a pan-nordic market represents a hedge against cycles in different markets. This is one explanation why Visma has improved its revenes and profits each year from 2000 throgh The Nordic challenge The diverse bsiness strctre of the Nordic region, the well-edcated work force, the high participation of both men and women and a well-fnctioning pblic sector have provided an environment for economic growth and adaptability to change. However, the Nordic economies also face challenges concerning competing in a global market. Minimm salaries and taxes are high, pblic welfare is very expensive, the home markets are small, and the local langages are not widely spoken otside the Nordic contries. De to the small scale of both bsiness and the langages, offshoring of back-office and administrative tasks has been less feasible than in English-speaking nations, for instance. Increasing atomation The software indstry has played a key role in tilising the strength of the Nordic nations while at the same time compensating for the weaknesses. Atomation of labor-intensive administrative tasks has developed frther in the Nordic region than most other places in the world. The paper-based cheqe is more or less extinct as a tool for payment; most payments take place electronically between the banks and ERP-systems, and consmers are sing Internet banks. Commnication between the pblic and government bodies is increasingly becoming electronic and Net-based, and e-commerce is showing fast growth. World class prodctivity Visma has a mission to facilitate the process of keeping Nordic companies and Nordic societies competitive throgh atomation of administrative processes. Even with high labor costs, a high tax level and barriers to offshoring, Nordic companies have achieved world-class prodctivity throgh investment in modern ERPand CRM-soltions. Even small and medim-sized companies have access to advanced atomation and workflow soltions from Visma. Cotined Nordic growth The software indstry has played a key role in tilising the strength of the Nordic nations while at the same time compensating for the weaknesses. In 2005, Visma has contined expansion and acqisition within areas with strong growth potential in the Nordic markets. Visma Collectors in Sweden is the most cost-efficient debt- and invoice-collection company in Sweden, with abot 15 per cent market share. Visma Proceedo provides a marketleading procrement portal and workflow soltion covering the whole process from procrement needs to electronic invoices. Visma Advantage has more than dobled its procrement services revene with the acqisitions of Ibistic and Edim AS/AB. Throgh the acqisition of Vestfold Btikk Data, Visma now spplies point-of-sale and in-store management soltions for abot 50 per cent of the Norwegian food-retail market. At the end of 2005, the Visma Grop had employees and revenes in excess of NOK million has been a year of progress for both Visma and the Nordic economies. The otlook for 2006 is exciting as investments in soltions for electronic commercial docments, atomation of administration and CRM soltions are accelerating. Both Visma and Nordic bsiness will benefit from Nordic growth. Øystein Moan CEO Visma ASA

8 8 Visma Software Bsiness Area Visma Software spplies a wide range of bsiness software soltions, as well as ASP soltions, consltancy, spport and training. Visma Software has offices and employees in major cities in Sweden, Norway, Finland and Denmark. In 2005 we also established a bsiness in Poland. Exclsive or nonexclsive distribtors manage all sales and marketing in other markets. Visma Software spplies software soltions that enable or cstomers to simplify their bsiness processes. We emphasize this by being cstomer oriented and qality driven. We focs on innovation and trstworthiness, and prodce software that is secre and stable. Visma Software has annal revenes exceeding NOK million, which represent more than 50 per cent of the total Visma Grop revenes. More than companies crrently se or software, and the software division has abot employees. operational performance Visma Software achieved revenes of NOK million and an EBITDA margin of 17.7 per cent. Organic growth in local crrencies was 7.9 per cent Recrring revenes amonted to NOK 576 million, which represents 53 per cent of total revenes. Revenes in 2005 grew by approximately NOK 85 million, representing an increase of abot 8.5 per cent from The strategy of consolidating the Nordic software market contined in Visma Software has grown both organically, and throgh several acqisitions dring the year. Proceedo AB: A Swedish eprocrement company with large cstomers sch as the Swedish railways, Connex, Manpower, Norwegian Defence, Schenker, the SAS airline and Kloetta-Fazer. Vestfold Btikkdata AS: A leading Norwegian spplier of retail soltions for the food chains. Norgesgrppen and Rema are main cstomers. Bizweb AS: A leading Norwegian spplier of online bsiness information to large and midsize companies in Norway. KompetanseWeb AS: Spplying tools for competence development and management in larger companies. FK-Data A/S: A Danish software company addressing the SME market in Denmark Market sitation There is a strong demand for bsiness software soltions that improve the internal and external processes in organizations, to enable organizations to adapt rapidly to market changes, establish more streamlined spply chains, and bild closer relationships between spplier and cstomer. The increasing ambitions of modernizing and atomating many of the labor-intensive and inefficient work rotines and processes in both the private and the pblic sector reqire good software soltions. Examples of sch atomated soltions are electronic invoices and mobile soltions. Visma is well prepared for these reqirements, and or software soltions are very competitive in the market. The prodct portfolio is tailored to serve a wide variety of cstomers with different needs, facilitating the administration and management of their daily bsiness. It incldes modles and fnctionality within: Finance & Acconting Logistics Time & Project CRM Payroll Manfactring Invoice Management VISMA SOFTWARE Geograpical revene distribtion 2005 Key Figres Visma Software Operating revenes NOK mill Revene growth % 8.5 EBITDA NOK mill EBITDA margin % Denmark Finland Norway Sweden

9 9 eprocrement Reporting & Analysis Mobile Soltions ecommerce soltions eshop Portals The following markets are targeted: Micro Market: The micro market concept targets small companies, typically with 0 10 employees, in all kinds of sectors. In Sweden, Visma is the market leader with more than cstomers in this segment. In the other Nordic contries Visma has considerable market share, althogh it is not the market leader. The software is mainly sold directly by telephone or throgh or own Internet web shops, bt or resellers also handle considerable volmes. General SME Market: Visma Software is a leading spplier of ERP and CRM Bsiness Software in the Nordic SME segment. This segment typically comprises companies with employees. The prodcts are distribted mainly throgh an extensive network of athorized and highly competent resellers. Vertical Markets: Certain vertical markets have been pinpointed as strategic to Visma: Visma On Demand: Visma offers or main software prodcts and soltions as hosted soltions, saving or cstomers from heavy investments in software and infrastrctre. With or Visma On Demand soltions, or cstomers can concentrate on rnning their bsiness rather than spending time and resorces on IT operations. Strategies and objectives Vismas goal is to become the largest spplier of bsiness software in the Nordic contries. With high qality prodcts combined with add-on services and strong sales organizations we have a solid platform to grow or bsiness in this segment. Even thogh or prime markets are Nordic, we accompany or cstomers into global markets. Today Visma serves several hndred installations otside the Nordic region. Visma Software intends to contine increasing or market share, and frther acqisitions in the Nordic region can be expected dring There are sbstantial synergies and market possibilities available throgh offering prodcts from newly acqired companies to existing cstomers and partners, and vice versa. Frthermore, Visma is able to combine software and otsorcing services in or offerings, which gives s a real competitive edge in the market. Or cstomers can therefore choose from a wide variety of options at any time, and they are free to change the combination of these options as their bsiness develops. Or cstomers regard electronic commerce, electronic workflow and atomation as vital to cost redctions and efficiency. These areas will therefore be strategic in the years to come. Coordinating the wide variety of ERPsystems in daily se offers potential for great benefits. Visma has the ability and competence to integrate different ERP soltions and spport the bsiness processes between byer and spplier. Visma can link systems and bsiness partners together to provide benefits for all participants in the spply chain. We will frther strengthen or innovative prodct development by bilding web fnctionality into or crrent software soltions. We will also extend or offerings of mobile soltions where mobility is crcial for the sers. As in other sectors, the pricing of software is likely to become more transaction based and/or advertisement based. Visma is bilding soltions that comply with these trends, and we will extend or offerings in 2006 based pon new bsiness models. Contracting Local government Retail Servicing companies Oil and gas indstry Manfactring Visma is a spplier of complete soltions in these sectors, inclding software, services, conslting, spport and training. Even thogh or prime markets are Nordic, we accompany or cstomers into global markets.

10 10 Visma Services Bsiness Area Visma Services ASA is the acconting services division of Visma ASA, and is the Nordic region s leading spplier of otsorcing services within acconting, payroll and associated consltancy, enabling cstomers to focs on their core activities. Using modern technology, Visma Services enable or cstomers to find the best soltions ensring optimm and effective operations. With annal revenes of arond NOK 608 million, the bsiness area represents abot 32 percent of the total Grop revenes. Visma Services ASA comprises 70 offices located in Norway, Sweden, Denmark and Finland and employees operational performance Operating revenes for 2005 achieved revenes of NOK 608 million, and the EBITDA margin was 8.2 per cent. Revenes grew by 6.1 per cent from Organic growth in local crrencies was 7.3 per cent. The EBITDA margin was also stronger than the year before. In Jly 2005, Visma Services Norge AS acqired Real Merkantil AS in Trondheim, which has now been integrated with the Trondheim department of Visma Services Norge AS. Visma Services Danmark A/S has been awarded a strategic contract for payroll services with the mnicipality of Odense in Denmark. The vale of the contract is DKK +50 million over 5 years, and it will start on 1st Janary Key Figres Visma Services Visma Services Sverige AB has entered into an agreement with Preem to serve their more than 50 petrol stations with acconting and scanning services. The vale of the contract is +10 MSEK over 3 years and will start dring OY Visma Services Finland AB has strengthened its position within acconting and payroll for international cstomers, and is the sbsidiary within Visma Services showing the highest profit. As the first in the acconting sector in Norway, Visma Services Norge AS has been granted ISO certification. 8 departments obtained their ISO9001 certificate in Visma Services Advokater AS was established in 2005, offering conslting services within tax and law for cstomers. Visma Services Sverige AB has been offering legal services for several years. Visma Services ASA established a new line of bsiness in real-estate VISMA SERVICES Geograpical revene distribtion 2005 Denmark Finland Norway Sweden Operating revenes NOK mill Revene growth % 6.1 EBITDA NOK mill EBITDA margin % settlement, Visma Services Eiendomsoppgjør AS, located in Asker & Bærm. Two major contracts were signed with Ring Eiendomsmegling AS and Terra Aktiv Eiendomsmegling AS. The agreement with Terra Aktiv Eiendomsmegling was effective from 1st April 2005, and the vale of the contract is estimated at NOK 36 million over three years. The agreement with Ring Eiendomsmegling AS was effective from 1st Janary 2005, and the vale is estimated at NOK 15 million over three years with an option for renewal for periods of one year. Dring the year Visma Services Norge AS has invested in pblic relations and marketing to raise market awareness of the benefits of otsorcing acconting and payroll services. Polls show that the pblic has confidence in and likes the message that the advertising conveys. Every year the financial newspaper, Dagens Næringsliv, arranges a ranking of the fastest growing companies in Norway, and Dagens Indstri in Sweden ranks Swedish companies. Visma sponsored these programs in both Norway and Sweden, and all three divisions of Visma co-operated in this marketing campaign. One Visma branding in Sweden has been a major activity dring the year. The goal has been to brand all companies and operations nder one name, Visma. Market sitation Visma serves clients in the SME market. As a pan-nordic company, Visma Services can combine advanced centralized soltions with local bsiness knowledge and cstomer contact. Invoice scanning, optical reading, workflow management and web access for clients show that acconting

11 11 Yor dreams for the ftre shold be taken into accont is becoming a highly atomated fnction. Scanning centres have been established in Oslo, Kristiansand, Stockholm and Copenhagen. Visma Services also serves large companies as mnicipalities in Denmark, Bravida, Statoil Detaljhandel AS, Shell, Hydro Texaco, Exxon and Reitan Service Handel AS in Norway and international companies in Finland. Within verticals as retailers, Visma Services has gained a strong position in Norway. Visma Services Danmark AS is considered the leading otsorcing partner for payroll services. Most competitors in the Nordic contries are small acconting companies with 3-5 employees. A sales organization consisting of local sales managers was established to improve cstomer relations and increase sales. Strategies The Board of Visma Services ASA has decided a new strategy for The strategy implementation, which implied reorganization of the activities into five different market concepts, started by establishing a new department for large companies and retail cstomers as of September 1, Otlook 2006 In 2006, Visma Services will focs on organic growth. The mission of Visma Services is to help Nordic companies to grow and prosper throgh simplifying their bsiness. The otsorcing of non-core bsiness processes will be made more efficient throgh electronic commerce, electronic workflow, invoicing and scanning. Atomation and transaction processing are expected to grow, especially within the retail sector and large companies.

12 12 Visma Financial & Prodctivity Services Visma Financial & Prodctivity Services (VFPS) was established on Janary as the Grop s third division. VFPS comprises for bsinesses: Debt Collection and Cash Management Services, Procrement Services, Recritment and Temp Services, and Edcational Services. Their shared mission is to facilitate Nordic growth throgh increased prodctivity from otsorcing of non-core bsiness processes. A key objective for VFPS is to develop and implement cross-divisional prodct bndles for the Grop s cstomer base. This is a strong competitive advantage for the whole Grop. VFPS had a sccessfl first year, with strong revene growth and high margins. A key factor behind the healthy margins has been the sccessfl integration of acqired companies and a cost-ctting programme in Visma Ajorit. The division s revenes for 2005 totalled 208 million, with EBITDA of 34, representing 13 per cent of the Grop s total EBITDA. Favorable market conditions combined with a focsed cstomer perspective reslted in profitable organic growth of 10.7 per cent in local revene. Growth is expected to contine throghot Key Figres Visma financial & Prodctivity Services Visma Collectors Visma Collectors offers ethical and efficient collecting of invoices for cstomers in Norway, Sweden and Denmark. A core fnction is the electronic workflow of claims from creditors to Visma Collectors throgh integration of creditors' ERP soltion with Visma's collection software. Debtors can track their claims on the Web. Visma Collectors AB is one of Sweden s largest debtcollection companies, handling over claims per year. Visma Collectors aims to be one of the top 5 Nordic players in debt/invoice collection and Cash Management Services. To flfil this ambitios objective, it will prse a strategy of acqisitions combined with sstained organic growth. VISMA FINANCIAL & PRODUCTIVITY SERVICES Geograpical revene distribtion 2005 Norway Sweden Operating revenes NOK mill Revene growth % EBITDA NOK mill EBITDA margin % Visma Advantage Visma Advantage is Norway's market leader in otsorcing of non-strategic procrement. This involves the procrement of goods and services that are not directly related to the core bsiness, bt are critical and financially important in day-to-day operation. The company has become Norway's major player dring the past 2 years, thanks to strong organic growth and several sccessfl acqisitions. From a strong home base, the company is expanding its bsiness concept into the Swedish market. The acqisition of Edim AB in September 2005 was the first step. Visma Advantage seeks to be a pan- Nordic provider. Visma Personnel Visma Personnel offers recritment and temp services in acconting, payroll and finance. It provides candidates for all positions from assistants to CFOs. The company covers all indstries within the private sector. The main cstomer segment is medim to large Norwegian companies. The company has offices in Asker, Bergen, Oslo and Sandefjord. The climate for recritment and temp services has been favorable throghot 2005, and Visma Personnel has achieved organic growth well above the market average. Visma Personnel is known in the market as a dedicated specialist to contact for personnel within finance. The strong market conditions are expected to contine. Visma Ajorit Visma Ajorit is a leading Norwegian provider of training and competence management within IT and offers a wide range of services from strategic HR-IT planning to classroom training on leading software and IT prodcts. Throghot 2005, the focs was on developing new bsiness concepts and simplifying the organizational strctre. A movement from providing only classroom-based IT-training towards providing Internet-based e-learning soltions and consltant services for competence management has positioned the company for ftre growth.

13 13 Focs on yor vision the balance comes easily Operational highlights 2005 Acqisitions: Ibistic Pool, Edim AS and Edim AB Visma Advantage established in Sweden throgh the acqisition of Edim AB Visma Ajorit: Sccessfl Change Programme and introdction of the PerformIt E-learning tools Personnel: High growth and profitability Collectors: Sccessfl integration of United Collectors in Sweden 2006 otlook and objectives The otlook for the market is good, and the demand for the services offered is expected to be strong. Utilization of cross-sales opportnities within the grop will be in focs for All companies in Visma Financial & Prodctivity Services will contine to focs on organic growth. In addition, acqisition opportnities in selected areas will be prioritized.

14 14 Board of Directors of Visma ASA 1 Per Boasson 2 Ossian Hellers 3 Gnnar Bjørkavåg 4 Knt Ro 5 Ann-Marie Nilsson 6 Svein Ramsay Goli

15 15 Svein Ramsay Goli Chairman of the board Svein Ramsay Goli, born 1940, is well in with the software trade from many years in the bsiness and also as Managing Director of Sales of IBM and Managing Director of Oracle Norway. In addition to be Chairman of the Board of Visma Grop, he is Chairman of the Board of Normann Data, BDC and Telesafe. Goli owns shares directly and throgh Haan Conslting AS. Gnnar Bjørkavåg Gnnar Bjørkavåg, born 1960, is B. Sc. from BI, Norway, MBA from Henley College/ Oxford and AMP from Harvard Bsiness College. Bjørkavåg is former CEO of Comma Dataservice, Managing Director of Telenor Pls and Contry Manager of Compaq Compters. Bjørkavåg is now CEO of Norsk Handels&Sjøfarts Tidende - who owns among others, Dagens Næringsliv, a leading financial newspaper seated in Oslo. Bjørkavåg owns none shares in Visma. Knt Ro Knt Ro, born 1950, is partner of the firm of lawyers Ro, Sommernes & Co DA in Oslo. Ro is known as a leading attorney in Norway within company law, and he has wide experience as member of the board. Ro owns none shares in Visma. Ann-Marie Nilsson Ann-Marie Nilsson, born 1942, has several years of experience from information technology related bsiness in Sweden. Nilsson has been Managing Director of the Swedish IT kommission,and Managing Director of the Swedish Branch Assosiation of IT and Tele.She is member of the Svenske Engineerscientic Academy og leader of it s department for information technic. Nilsson owns none shares in Visma. Ossian Hellers Ossian Hellers, born 1972, is a Principal in Cevian Capital, an activist fnd focsing on pblic Nordic mid-cap companies. Hellers has been with the fnd since its start in Before joining Cevian Capital, Hellers was a management consltant at Bain & Company, with vast experience in financial and operational isses. Hellers owns no shares in Visma directly. Cevian Capital owns shares. Per Boasson Per Boasson, born 1957, has worked within the software sector since In 1983 he fonded PC-Systemer Norge AS, which became a part of Visma in Since 2001 Boasson has rn his own investment and consltancy firm. In addition to be member of the board in Visma, he is Chairman of the Board of Itera Conslting Grop ASA. Boasson owns shares in Visma directly or throgh Ventor AS and P-Invest AS.

16 16 Board of Directors report In 2005, Visma maintained its objective of being the leading ERP and otsorcing company in the Nordic contries. To achieve its goal, Visma has made several acqisitions and made a frther commitment to organic growth by investing in frther prodct development and in marketing. Prodcts and services of high qality are important for satisfied cstomers. To ensre consistent qality, several of the Grop's sbsidiaries have been ISO 9000 certified, and dring 2005 frther nits achieved ISO certification. In 2005 Visma has devoted sbstantial resorces to strengthening and bilding the Visma brand in the Nordic contries. The most important activity in this initiative in 2005 was the rebranding of the Swedish sbsidiaries SPCS AB, Xor AB and United Collectors AB. The rebranding campaign has been important to showcase all the prodcts and services that Visma offers to cstomers and partners, bt also to or own employees. Visma has more than cstomers, and the company wants to offer these cstomers combinations of prodcts and services that are niqe compared with the offering from competitors. The great potential for cross-selling and bndling of prodcts and services across divisions and national borders provides a good basis for healthy organic growth in HIGHLIGHTS The economic climate in all the Nordic contries was good in 2005, and contribted to sond growth at Visma. Small and medim-sized enterprises have shown greater motivation to invest, and the focs has shifted from cost cts to sales and cstomers. In particlar, Visma has observed increased demand for prodcts and services within electronic docment management. It is especially prodcts and services for electronic orders, invoices, internal docment flow within bsinesses and e-commerce soltions that are of interest. In addition, Visma has experienced increased demand for CRM soltions and both software and otsorcing of payrolls. These areas will be the strongest growth drivers in Visma Software and Visma Services in In Visma's third division, Visma Financial & Prodctivity Services, the export of prodct and service concepts to new geographic markets and crossselling of prodcts and services to the existing cstomer base in Visma Software and Visma Services will power growth in the time ahead. Dring 2005 the company has ndertaken acqisitions to strengthen its market position in high-priority prodct and service areas, verticals and geographical areas. The majority of the acqisitions in 2005 were made in Visma Software and Visma Financial & Prodctivity Services. In 2006, high activity is expected to contine within acqisitions in these divisions. The focs is now on acqisitions in Sweden and Finland in particlar, to strengthen the company's position as a leading Nordic player. In the long term, Visma wishes to grow larger in Sweden than in Norway. Critical mass is well on the way to being achieved in Visma Services, and organic growth in sales and earnings was given priority in No sbstantial new acqisitions will be made in Visma Services nits that have an EBITDA margin of less than 10 per cent. The acqisitions of new operations in Visma Software were: Econet Grop Oy Ltd in Finland (consolidated from 1 Janary 2005) Clts AS in Norway (consolidated from 1 April 2005) Kompetanseweb AS in Norway (consolidated from 1 April 2005) FK-Data A/S in Denmark (consolidated from 1 April 2005) Proceedo AB in Sweden (consolidated from 1 September 2005) Vestfold Btikkdata AS in Norway (consolidated from 1 November 2005) Bizweb AS in Norway (consolidated from 31 December 2005) The resellers Spektrm Software AS and Visma Consept AS were sold to concentrate the reseller strategy in the SME segment in Norway. Acqisitions of new operations in Visma Services were: Real Merkantil in Norway (consolidated from 1 Jly 2005) Acqisitions of new operations in Visma Financial & Prodctivity Services were: United Collectors AB in Sweden (consolidated from 1 Janary 2005) Ibistic Pool in Norway (consolidated from 1 Febrary 2005) Edim AS in Norway (consolidated from 1 September 2005) Edim AB in Sweden (consolidated from 1 October 2005) In 2005 the company invested sbstantial resorces in development and strengthening of the Visma brand. The most important activity was rebranding of several of the nits acqired in Sweden. The campaign was the largest that Visma has ever condcted, with advertising throgh television, the Internet and the daily press. The most intensive part of the campaign was implemented in September. An extra NOK 10 million was spent on marketing activities in connection with the branding process in 2005, and the response to the campaign in Sweden has been good.

17 17 The focs is now on acqisitions in Sweden and Finland in particlar, to strengthen the company's position as a leading Nordic player. In particlar, Visma's operations that sell large financial systems and services related to electronic billing experienced increased demand. In connection with the rebranding campaign, a kick-off event was held for all employees in Sweden. This was the first time that all employees across divisions had gathered in Sweden. In 2006 the company will carry ot frther activities to strengthen and develop the Visma brand in the Nordic contries. ASSESSMENT OF FINANCIAL STATEMENTS Visma converted from Norwegian Acconting Standards (NGAAP) to International Financial Reporting Standards (IFRS) with reporting effect from 1Q Visma has prepared the opening balance sheet at the date of the transition to IFRS, which is 1 Janary The transition to IFRS had no impact on reported revene and EBITDA in EPS increased to NOK 6.55 nder IFRS (NOK 4.83 nder NGAAP). Total shareholders eqity increased from MNOK to MNOK Please refer to note 21 in the financial statements and the docment Transition to IFRS for more detailed information abot the transition to IFRS. The financial statements for the year have been prepared on the assmption that the company is a going concern and in compliance with the Section 3-3 of the Acconting Act. The Board of Directors confirms that this assmption applies. Earnings forecasts for 2006 and the Grop's good eqity and liqidity position provide the basis for this assessment. The Visma Grop achieved a profit after tax and minority interests of NOK million (NOK million in 2004) on sales of NOK million in 2005 (NOK million in 2004). Growth in sales amonted to 14.5 per cent (3 per cent in 2004) and organic growth in the local crrency ended at 8.0 per cent. The Grop's net tax came to NOK 51.8 million (income of NOK 12.4 million in 2004). The operating profit in 2005 was NOK million (NOK million in 2004) and EBIT- DA (earnings before interest, tax, depreciation and amortization) was NOK million (224.3 million in 2004). The EBITDA margin of 13.5 per cent (13.5 per cent in 2004) is satisfactory in a year in which the Grop has implemented sbstantial integration processes as well as considerable investments in marketing and branding. Cash flow from operations ended at NOK 287 million (NOK 237 million in 2004). Visma Software achieved an EBIT- DA margin of 17.7 per cent, compared with 18.7 per cent the previos year. The decline in margin is related to the commitment to new prodcts and extra costs of NOK 10 million in connection with the rebranding in Sweden. A change in exchange rates had a negative effect on growth in sales in Adjsted for the negative effect of exchange rates, the organic growth in sales in 2005 was 7.9 per cent (4.1 per cent in 2004). Visma Services achieved organic growth in the local crrency of 7.3 per cent (1 per cent in 2004). The EBITDA margin came to 8.2 per cent, compared with 7.9 per cent in The trend in the margin in the division was poorer than expected. This is primarily attribtable to extra costs associated with the project for central acconting at Statoil. The Statoil contract has now been renegotiated and will not make a negative contribtion in This will contribte to an improvement in margins in Visma Services in Visma Financial & Prodctivity Services achieved an EBITDA margin of 16.5 per cent (7.9 per cent pro forma EBITDA margin in 2004). Organic growth in the local crrency ended at 10.7 per cent. The division has been operative since 1 Janary There are plans for the expansion of services and concepts to new markets, so that it is difficlt to forecast 2006 with great precision. In 2005, the Grop had a strong net cash flow of NOK 287 million from operations. Contined good financial management will help to ensre a positive cash flow from operations in This can be sed for frther growth and dividends to shareholders. At the end of 2005, the Grop's total assets amonted to NOK million, compared with NOK million for the previos year. The majority share of the eqity increased from NOK million at 31 December 2004 to NOK million at 31 December This represents 59 per cent of the total balance sheet. Net cash on hand (cash and cash eqivalents mins interest bearing debt) amonted to NOK 102 million, compared with NOK 207 million at the end of Acconts receivable inclding VAT totalled NOK 295 million at 31 December 2005, compared with NOK 277 million for the previos year. Cstomers' average credit period was 37 days in the forth qarter of 2005 compared with 42 days in the same period of All dobtfl acconts receivable have been assessed, and the Grop has provided an amont eqivalent to approximately 3.5 per cent of the acconts receivable exclding vale-added tax. Acconts receivable are tracked closely. The existing provisions are regarded as adeqate considering that the credit period is lower than what is normal in the IT sector. The provisions cover acconts receivable that are older than 180 days.

18 18 PROPOSED ALLOCATION OF THE PROFIT FOR THE YEAR NOK Allocated to dividend (NOK 3 per share) Other eqity (56 131) Total allocated Visma ASA's distribtable reserves at 31 December REVIEW OF THE BUSINESS AREAS The bsiness area Visma Software Visma Software spplies ERP, CRM, payroll and e-commerce software to small and medim-sized enterprises in Norway, Sweden, Finland and Denmark. In addition, Visma provides tailored soltions within the verticals of retailing, the pblic sector, acconting firms and the trades. At the end of the year the Visma Software division had employees. More than enterprises are sers of Visma's software. Most of these have also signed annal maintenance and spport agreements. Sales in Visma Software increased by 8.5 per cent in The organic growth in the local crrency was 7.9 per cent. The remaining growth reslts from acqisitions of other software companies. 53 per cent of sales stem from annal maintenance and spport contracts, 20 per cent from new sales of software, 17 per cent from conslting services and 11 per cent from 3rdparty prodcts. The EBITDA margin came to 17.7 per cent, compared with 18.7 per cent in The somewhat lower margin is related to NOK 10 million in extra costs in connection with the rebranding and that acqired nits have lower margins than Visma Software. Visma Software in Sweden achieved sales of NOK million and EBITDA of NOK 65.6 million. The EBITDA margin ended at 19.4 per cent compared with 20.7 per cent last year. It is expected that the margin will improve somewhat in 2006, as marketing activities and costs have been high this year in connection with the rebranding. The sbsidiary Visma SPCS AB contined to make progress in 2005 and now has a 57 per cent market share of financial systems for small and medim-sized enterprises in Sweden. The commitment to the pblic sector has also reslted in a good retrn, and the reslts in Visma Software AB are significantly better than last year. Visma Software now has cstomers in Sweden. In September, Visma acqired the company Proceedo AB. Proceedo provides soltions for prchasing and billing, with prodcts that cover the entire process from order to payment. Visma is planning frther expansion in the Swedish market. Visma Software in Finland achieved sales of NOK 140 million, which represents sales growth of 21.5 per cent. EBITDA ended at NOK 28.4 million, representing an EBITDA margin of 20.3 per cent compared with 19.9 per cent last year. The growth is a combination of organic growth and integration of the enterprise Econet Grop Oy Ltd. Visma is planning frther expansion in the Finnish market in Visma Software in Denmark achieved solid growth in sales of 46 per cent. The growth in sales is a combination of strong organic growth and acqisition of the company FK-Data A/S. Visma Software now has cstomers in Denmark. The Danish market is strongly dominated by Microsoft, and competition is intense. Visma however regards it as important to compete with Microsoft in the market in which they are strongest. In 2006, Visma will work on introdcing more of Visma Software's prodcts to the Danish market. Visma Software in Norway achieved sales of NOK million and EBITDA of NOK million. The EBIT- DA margin ended at 17.0 per cent compared with 17.2 per cent last year. Visma's activities within the pblic sector, in particlar, have florished dring The prodct Visma CRM, which replaces the prodct SalesOffice, was lanched at the end of 2005 and has been well received in the market. There has been a strong increase in interest in scanning/docment flow and e-commerce soltions. In 2005, the R&D department focsed on consolidation of prodct lines and integration between prodcts. The developers have been reorganized in teams focsing on software architectre, process improvement within development and professional expertise. Professional expertise has been given special emphasis in the development of software within the areas of logistics, finance, CRM, EDI and web shops. New development teams have been established in the areas of mobility, integration, data warehosing and reporting, as well as ser-friendliness and ser interfaces. This initiative will reslt in new prodct lines in mobility for Visma's ERP soltions and soltions offered in the pblic sector. In addition, a new data warehosing and reporting tool will be lanched. A common integration architectre enables improved EDI and data commnication soltions. The core prodcts in Visma will be given a new ser interface with common design elements and improved ser-friendliness. Dring 2006, new concepts will also be lanched in

19 19 For Visma, innovative prodct development is important for attracting new cstomers and keeping existing ones. which cstomers can choose between local or ASP soltions for a nmber of the core prodcts. For Visma, innovative prodct development is important for attracting new cstomers and keeping existing ones. In or efforts to keep existing cstomers, cstomer spport is also essential. In the ongoing work to create growth, it is also absoltely vital to have an aggressive sales force to sell add-on modles to existing cstomers, win new cstomers and cross-sell prodcts and services. The primary focs in 2006 in the Software division will be to improve these fnctions frther. The bsiness area Visma Services Visma Services provides otsorcing services for acconting and payroll in Norway, Sweden, Denmark and Finland. Visma Services is the only pan- Nordic spplier of these services. It has more than companies as cstomers, and more than 126 companies by from Visma Services in more than one contry. At the end of the year, the Visma Services division had employees. Sales in Visma Services increased by 6.1 per cent in The organic growth in the local crrency was 7.3 per cent compared with 1 per cent last year and a decline in sales of 5 per cent in Visma Services has proved to be strongly affected by the general economic climate. The good climate in 2005 is expected to contine in Only one small bsiness acqisition was made in Visma Services Norge: Real Merkantil. The EBITDA margin came to 8.2 per cent, compared with 7.9 per cent in The project for central acconting in Statoil reslted in a loss of NOK 10 million. Or objective is still to achieve an EBITDA margin of 10 per cent, and this shold be possible to accomplish in Visma Services in Norway achieved sales of NOK million, representing growth of 5.4 per cent. The growth incldes the acqisition of Real Merkantil in Trondheim. The EBITDA margin ended at 5.6 per cent, p from 5.4 per cent in The EBITDA margin in Norway is still not at a satisfactory level, and frther steps will be taken to improve this in In Norway, a great deal of work was done with qality and procedres dring the year. Visma Services Norge AS is the first chain of acconting firms in the bsiness to be ISO certified. In addition, eight departmental offices were ISO certified in Visma Services in Norway has also started a nit to carry ot settlement for estate agents. A nmber of estate agent chains are Visma cstomers for acconting services. The settlement fnction was established at the reqest of several of these. Visma Services in Denmark achieved sales of NOK 84.7 million, reslting in very strong organic growth in the local crrency of 34.9 per cent. Visma Services in Denmark is clearly the largest acconting firm in the contry which is not part of an adit firm, and mltinational companies, in particlar, wish to otsorce the acconting fnction to a spplier which is not associated with aditing. Payroll otsorcing has been an important sorce of growth in Denmark. Visma has assisted Accentre with payroll otsorcing in the mnicipality of Copenhagen. In December they won a major contract with the mnicipality of Odense, worth DKK 50 million over 5 years. There are more opportnities for corresponding otsorcing projects in Danish mnicipalities in the time ahead. Visma Services in Sweden achieved sales of NOK 77.8 million and EBITDA of NOK 7.1 million. After the rebranding campaign in Sweden, there has been increased demand for electronic billing services and other services related to digitization of bsiness processes, providing a strong start in At the end of the year, Visma Services in Sweden signed an agreement with Preem for acconting and scanning services for the grop's 50 petrol stations. As sal, Visma Services in Finland delivered very solid figres. Sales ended at NOK 36.2 million, reslting in organic growth in the local crrency of 14.4 per cent. The EBITDA amonted to 24.9 per cent, which is the strongest margin in the Services division. Visma Services in Finland also started as a reseller for the prodct Visma Bsiness at the end of the year. Dring 2005 Visma Services has obtained more payroll cstomers on a pan-nordic basis. Good growth in pan-nordic payroll engagements is expected to contine. The first acconting cstomer is also operating with the same system in all the Nordic contries. Technology that boosts the efficiency of the processes in Services is an important competition parameter, and this has helped Services to win several large contracts in The bsiness area of Visma Financial & Prodctivity Services Visma Financial & Prodctivity Services provides services in administration of acconts receivable, administrative prchasing, temporary staff and recritment of finance staff as well as software corses in Norway, Sweden and Denmark. The division started to report as an independent division from 1 Janary At the end of the year the Visma Financial & Prodctivity Services division had 178 staff members and some cstomers. The objective is to introdce administration of acconts receivable and administrative prchasing in all the Nordic contries. At present, most of the bsiness is in Norway and Sweden.

20 20 Sales in Visma Financial & Prodctivity Services came to NOK million in The organic growth in the local crrency came to 10.7 per cent. It is especially Visma Collectors in Sweden which has contribted to the strong organic growth. In addition, Visma Advantage (administrative prchasing) has acqired several enterprises. The EBITDA margin for the year was 16.5 per cent, an organic improvement from 7.9 per cent last year. The improvement in margin is de to sccessfl integration processes in acqired nits, as well as the sbstantial economies of scale in effect for the bsiness areas in the division. Once critical mass has been achieved, frther growth will also improve margins in most cases. Visma Collectors in Sweden had a very good year. Organic growth in the local crrency amonted to 17.4 per cent. Even with this strong growth, Collectors in Sweden achieved an EBITDA margin of a fll 26.4 per cent. Dring the year they won 2 new conties and Sweden's second largest mnicipality, Gothenbrg, as cstomers. In addition, their largest cstomer, the conty of Stockholm, renewed its agreement. Dring 2005 they completed the development of a services portal for cstomers and completed Net-based portal soltions for debtors. An integration programme with Visma Software AB and Visma SPCS AB has been started. In December, the first version of the integration between Visma's financial system for mnicipalities and Visma Collectors was completed. The integration programme with Visma Software will contine next year. In addition, there will be a stronger commitment to financial services sch as factoring and prchasing of invoices. Visma Collectors in Norway also had a good year. They won many large new cstomers, and had good cross-sales with Visma Advantage in Norway. The integration modle for Visma Bsiness was introdced to the market in 2005 and has been well received by cstomers and dealers. In 2006, an integration modle will also be developed with Visma Global. In 2005, Collectors in Norway and Sweden won their first common Nordic cstomers. Visma Personell also made good progress this year. The company has scceeded in establishing itself as the leading agency for temporary staff and the recriting agency in Norway for finance staff. The EBITDA margin amonted to 10.5 per cent, which is significantly better than traditional agencies for temporary staff in the Nordic contries. Visma Advantage showed good progress in 2005 with growth of 97 per cent. Some of the growth is de to several bsiness acqisitions. Dring 2005 Visma Advantage acqired Ibistic Pool, Edim AS and Edim AB. The integration process has been very sccessfl and contribted to a good improvement in margins from Visma Ajorit improved its reslts significantly in 2005 compared with 2004, bt has still not achieved satisfactory profitability. The focs next year will be on frther improvement in margins. Visma Ajorit is working to change its organization from being a pre training provider to becoming a competence partner for its cstomers. All the nits in Visma Financial & Prodctivity will work frther with cross-selling and integration with Visma Software and Visma Services. In addition, Visma Collectors and Visma Advantage will contine to work on expansion. More acqisitions in these segments are expected next year. ORGANIZATION, WORKING ENVIRONMENT AND EQUALITY OF OPPORTUNITY Visma is headqartered in Oslo, bt has more than 70 offices distribted in Norway, Sweden, Finland and Denmark. The Grop is organized in three divisions. The divisions have combined responsibility for their areas regardless of geography or other factors. Visma Financial & Prodctivity Services was established as Visma's third division from 1 Janary At the end of 2005 Visma had employees (2 097 in 2004), of whom were employed otside Norway. The key to frther progress is held by the Grop's staff. Visma is a competence enterprise, and it is the niqe competence of the employees that creates vales for cstomers and shareholders. Visma is therefore working to offer corses and other training to its staff members in order to develop skilled and dedicated staff members. In 2005 Visma started a 2-year management training programme for yong potential managers in Visma. A new programme will be started when the first one is completed. All managers in the Grop are also responsible for designating and training their sccessor. Working conditions and opportnities for dedicated and ambitios employees are regarded as good. Visma emphasizes activities within HSE (health, safety and the environment) and has designated its own HSE grops and senior safety representative. HSE procedres form part of Visma's ISO 9000 approved qality system. Total sickness absence for the Grop averaged 3.45 per cent in 2005 (3.89 per cent). No injries or accidents occrred in connection with work tasks ndertaken at Visma dring Visma wants to strengthen the diversity in the company with regard to gender, race and religion. To promote eqality of opportnity between the sexes, Visma has implemented the following measres: When qalifications are otherwise the same, the nderrepresented gender will be appointed. Opportnities for training and promo

21 21 It is the niqe competence of the employees that creates vales for cstomers and shareholders. tion mst be independent of gender. These gidelines on eqal opportnities are sent to all managers in the Grop and reviewed in management meetings. In Services, management development programmes are condcted where most of the participants are women. The objective of this is to increase the recritment of women to management roles. At the end of 2005, 55.1 per cent of the staff were women. Visma Services has a proportion of women of 70.8 per cent (70 per cent), while the eqivalent figre in Visma Software is 40.1 per cent (39 per cent). At the end of the year, Visma Financial & Prodctivity Services had a proportion of women of 57.9 per cent. In the holding company Visma ASA, two ot of for employees are women. Other management and middle management have a proportion of women of 45 per cent. Visma aims to improve the balance in the exective grop, bt despite this the primary objective is to have the correct competence in all types of positions in both divisions. The Board of Directors at the Grop comprises one woman and five men. Visma will strive to comply with the reqirements of the Act on pblic limited companies for representation of both sexes in the Board of Directors as soon as possible. An independent nomination committee is responsible for proposing candidates to the general meeting. Visma's personnel policy is based on eqal pay for eqal work, which means that women and men in the same position have eqal salaries, given that other conditions are the same. Average salary levels between women and men are inflenced by age, length of service, professional area and the proportion of exectives. All these factors contribte to a higher average salary for men than for women. The pictre is significantly more balanced if one adjsts for these aspects. The salary statistics for 2005 show that the annal salary for male staff on average was 22 per cent higher than for female staff. In 2004 the difference was 25.5 per cent. Average salary levels in the software indstry are somewhat higher than in the acconting and otsorcing sectors. The Grop strives to arrange workplaces that give staff members of both sexes the opportnity to combine work and family life. At the end of 2005, 57 employees had taken leave of absence, of which 97 per cent were women. In recritment, Visma seeks the professionally best qalified candidates, bt the Grop's aim is that in any department or position category the gender ratio shold be within 40/60. Visma considers that a relatively even gender ratio contribtes to an improved working environment, greater creativity and adaptability, and improved reslts in the long rn. On the basis of the crrent sitation and the measres that have been implemented, the Board of Directors at Visma ASA considers that frther action to promote eqal opportnities in the Visma Grop is not necessary. ENVIRONMENT The Grop's activities are not regarded as contribting to polltion of the environment. Throgh financial and logistics systems, Visma's prodcts contribte to greater prodctivity, with redced wastage of economic and material resorces as a reslt. OUTLOOK FOR 2006 There are clear signals that the general economic climate will also be good in 2006, bt there is no reason to expect significant improvement in relation to Visma sees good opportnities for contined progress in Organic growth will be driven by the positive economic climate and by good opportnities for cross-selling and bndling of prodcts and services across divisions and national borders. Positive cash flow from operations and the possibility for some debt financing provide a fondation for frther strategic acqisitions in Oslo, 17 Febrary 2006 Svein Ramsay Gol Chairman of the Board Ann-Marie Nilsson Member of the Board Knt Ro Member of the Board Gnnar Bjørkavåg Member of the Board Ossian Hellers Member of the Board Per Boasson Member of the Board Øystein Moan CEO

22 22 We simplify yor bsiness

23 23

24 24 Ifrs Acconting Principles Applicable For 2005 CORPORTATE INFORMATION The consolidated financial statements of Visma ASA, for the year ended 31 December 2005 were athorized for isse in accordance with a resoltion of the directors on 17 Febrary Visma ASA is a limited liability company incorporated and domiciled in Oslo, Norway whose shares are pblicly traded. The bsiness address of Visma ASA is Biskop Gnnersgt, Box 774 SEN- TRUM N-0106 Oslo BASIS OF PREPARATION The consolidated financial statements have been prepared on a historical cost basis, except for available-for-sale investments that have been measred at fair vale. The consolidated financial statements are presented in NOK and all vales are ronded to the nearest thosand (NOK 000) except when otherwise indicated. Statement of compliance The consolidated financial statement of Visma ASA inclding all its sbsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRS) as adapted by the EU. Consolidation The consolidated financial statements comprise the financial statement of Visma ASA and its sbsidiaries as at 31 December each year. The grop acconts show the total profit / loss and financial position of Visma ASA and its controlling interests as a whole. The consolidated acconts inclde companies where Visma ASA has a direct or indirect ownership of more than 50 per cent of the voting shares, or otherwise has direct control. Sbsidiaries are consolidated 100 per cent line by line in the grop acconts. Sbsidiaries are consolidated from the date on which control is transferred to the Grop and cease to be consolidated from the date on which control is transferred ot of the Grop. Where there is a loss of control of a sbsidiary, the consolidated financial statements inclde the reslts for the part of the reporting year dring which Visma ASA has control. Intercompany receivables and liabilities and all transactions between Grop companies, as well as internal profit in inventories, have been eliminated. Acqisitions of sbsidiaries are acconted for sing the prchase method of acconting. The cost of an acqisition is measred as the fair vale of the assets acqired, shares issed or liabilities ndertaken at the date of acqisition pls costs directly attribtable to the acqisition. The excess cost of acqisition over the fair vale of the net assets of the sbsidiary acqired measred at the date of change of control, is recorded as goodwill (see Intangible Assets for the acconting policy on goodwill). In the cases in which Visma acqires operations with dedctible temporary differences and/ or carry forward nsed tax losses where the associated nominal deferred tax asset has not been paid for in fll, the difference between the nominal vale of the deferred tax asset and the allocated prchase price is recognised as a redction in the tax charge at the acqisition date if it is considered that the deferred tax can be entered in the Grops balance sheet. The assets and liabilities of foreign sbsidiaries are translated into the presentation crrency (NOK) of Visma ASA at the rate of exchange rling at the balance sheet date, and their income statements are translated at the weighted average exchange rates for the year. All reslting exchange differences arising from the translation are recognised as a separate component of eqity (other reserves). On the disposal of a foreign entity, the cmlative amont of the exchange differences deferred in eqity relating to the disposed entity is recognised in profit or loss when the gain or loss on disposal is recognised. Gain or loss from sales of shares in sbsidiaries are calclated as the difference between the sales price and the eqity in the sbsidiary at the time of divestment, adjsted with the book vale of any excess vales inclded in the consolidation and any related net deferred tax liabilities. Goodwill related to acqisition of minority interest is calclated as the difference between the acqisition cost and the minority interest s part of the recorded net assets of the entity in which Visma is acqiring a minority interest. Foreign crrency translation The fnctional and presentation crrency of Visma ASA is Norwegian Kroner (NOK). Transactions in foreign crrencies are initially recorded in the fnctional crrency rling at the date of the transaction. Monetary assets and liabilities denominated in foreign crrencies are translated at the fnctional crrency rate of exchange rling at the balance sheet date. All differences are taken to the consolidated income statement. The fnctional crrencies for sbsidiaries in Sweden, Finland and Denmark are Swedish Kroner (SEK), Ero and Danish Kroner (DKK) respectively. As at the reporting date, the assets and liabilities of these sbsidiaries are translated into the presentation crrency of Visma at the rate of exchange rling at the balance sheet date and their income statements are translated at the weighted average exchange rates for the reporting period.

25 25 Classification All assets and liabilities related to the operating cycle are classified as crrent/short-term. For receivables and liabilities otside the operating cycle, the crrent/non-crrent distinction is determined based on a one year matrityrle as from the acqisition date. REVENUE Revene is recognised to the extent that it is probable that the economic benefits will flow to the Grop and the revene can be reliably measred. The following specific recognition criteria mst also be met before revene is recognised; Licence fee for standard software Revene is recognised at the time of delivery, and when the significant risks and rewards of the ownership of the licence sold have passed to the byer and can be reliably measred. Initial licence fees are recognised when: A non cancellable licence agreement has been signed The software and related docmentation have been shipped No material ncertainties regarding cstomer acceptance exists Collection of the reslting receivable is deemed probable Maintenance contracts Maintenance contracts are normally committed on annal basis and within the financial year. Revene from these contracts is recognised on a straightline basis over the contract period. Cstomers normally have the right to cancel their tilization rights at the latest (three to twelve) months prior to the next renewal period. Failing cancellation in de time, cstomers are obliged to pay for the next period. Sch revene from maintenance are recognised over the lifetime of the contract Rendering of services Revenes in connection with services provided with respect to delivery of standard software, inclding installation, implementation, reporting and database development are recognised as the services are delivered. Long term contracts are taken to income based on the percentage-of-completion method. In compliance with the earned income principle, a relative share of the total contract amont and expenses, eqal to the work that has been done at the time of closing the acconts, is inclded in the profit and loss statement. For projects that at the time of evalation are expected to prodce a loss, provision is made immediately for the total loss expected. Revene from spport and other conslting services is recognised when the services are performed. Revene from debt-collection cases is recognised sing the stage-of-completion method. Dividends Revene is recognised when the Grop s right to receive the payment is established. PENSIONS The Grop have pension schemes where the company s commitment is to contribte to the individal employee s pension scheme (contribtion plans). Contribtions paid to the pension plans are expensed. INCOME TAX Deferred income tax is provided, sing the liability method, on all temporary differences, except where the deferred income tax liability arises from goodwill amortisation or the initial recognition of an asset or liability in a transaction that is not a bsiness combination and, at the time of the transaction, affects neither the acconting profit nor taxable profit or loss, at the balance sheet date between the tax bases of assets and liabilities and their carrying amonts for financial reporting prposes. Taxable and dedctible differences, which are, or may be, reversed in the same period, are offset. Any remaining dedctible difference is sed as a basis for recognising a deferred tax asset if ftre taxable income is likely to occr. Deferred tax liability and assets are presented net within the same tax regime. The carrying amont of deferred income tax assets is reviewed at each balance sheet date and redced to the extent that it is no longer probable that sfficient taxable profit will be available to allow all or part of the deferred income tax asset to be tilized. Expected tilization of tax losses are not disconted when calclating the deferred tax asset. Deferred income tax assets and liabilities are measred at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or sbstantively enacted at the balance sheet date. Income tax relating to items recognised directly in eqity is recognised in eqity and not in the income statement. In the cases in which Visma acqires operations with dedctible temporary differences and/or carry forward nsed tax losses where the associated nominal deferred tax asset has not been paid for in fll, the difference between the nominal vale of the deferred tax asset and the allocated prchase price is recognised as a redction in the tax charge at the acqisition date if it is considered that the deferred

26 26 tax can be entered in the Grops balance sheet. Intangible assets Research and development costs Research costs are expensed as incrred. Development expenditre incrred on an individal project is carried forward when its ftre recoverability can reasonably be regarded as assred. Following the initial recognition of the development expenditre the cost model is applied reqiring the asset to be carried at cost less any accmlated amortisation and accmlated impairment losses. Any expenditre carried forward is amortised over the period of the expected ftre sales from the related project. The carrying vale of development costs is reviewed for impairment annally when the asset is not yet in se or more freqently when an indicator of impairment arises dring the reporting year indicating that the carrying vale may not be recoverable. Gains and losses arising from de-recognition of an intangible asset are measred as the difference between the net disposal proceeds and the carrying amont of the asset and are recognised in the income statement when the asset is derecognised. Identifiable intangible assets acqired in bsiness combinations The vales related to contracts and cstomer relationships are identified and recorded as identifiable intangible assets. The fair vale of contracts and cstomer relationships are calclated considering the estimated ftre recrring revenes from the cstomers in the acqired operations at the date of the acqisition. The vale related to contracts and cstomer relationships are calclated on a 100 per cent basis, inclding the share of any minority interest. The fair vale of tax amortizations are considered in the recorded vale of contracts and cstomer relationships. Any deferred tax liabilities related to the recorded contracts and cstomer relationships are calclated at nominal vales and the difference between the fair vale of the tax amortizations and the corresponding deferred tax liabilities are recorded as a part of goodwill. Prchased rights and contract and contractal relationships acqired are capitalised at fair vale as at the date of acqisition. Following initial recognition, the cost model is applied to this class of intangible assets. Prchased rights and contract and contractal relationships have a finite sefl life and are amortized on a straight-line basis over its sefl life which is estimated to 4-7 years. The depreciable amont is determined after dedcting its residal vale (only where there is an active market for the asset). Usefl life and residal vale are reviewed at least annally and reflect the pattern in which the benefits associated with the asset are consmed. A change in the sefl life or depreciation method is acconted for prospectively as a change in acconting estimate. An item of intangible assets is derecognised pon disposal or when no ftre economics benefits are expected to arise from the contined se of the asset. Gains or losses on the sale or disposal of intangible assets are recorded as other operating revenes and other operating costs respectively in the year the item is derecognised. The carrying vales of intangible assets with finite sefl life are reviewed for impairment when events or changes in circmstances indicate the carrying vale may not be recoverable. If any sch indication exists and where the carrying vales exceed the estimated recoverable amont, the assets or cash-generating nits are written down to their recoverable amont. The recoverable amont of intangible assets is the greater of net selling price and vale in se. In assessing vale in se, the estimated ftre cash flows are disconted to their present vale sing a pre-tax rate that reflects crrent market assessment of the time vale of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amont is determined for the cash-generating nit to which the asset belongs. Impairment losses are recognised in the income statement. Goodwill Goodwill on acqisitions is initially measred at cost being the excess of the cost of the bsiness combination over the Grop s interests in the net fair vale of the identifiable assets, liabilities and contingent liabilities at the date of the acqisition. Following initial recognition, goodwill acqired in a bsiness combination is measred at cost less any accmlated impairment losses. Goodwill on acqisitions after 1 Janary 2004 and goodwill already carried in the balance sheet at the transition date is not amortized after this date. Goodwill is reviewed for impairment annally or more freqently if events or changes in circmstances indicate that the carrying vale may be impaired. As at the acqisition date, any goodwill acqired is allocated to each of the cashgenerating nits, or grops of cash-generating nits that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities are assigned to those nits or grops of nits. A cash-generating nit to which goodwill has been allocated will be tested for impairment annally, and whenever there is an indication that the nit may be impaired, by comparing the carrying amont of the nit, inclding the goodwill, with the recoverable amont of the nit. Where recoverable amont of the cash-generating nit is less than the carrying amont, an impairment loss is recognised. The recoverable amont of

27 27 a cash-generating nit is the higher of its fair vale less costs to sell and its vale in se. Vale in se is the present vale of the ftre cash flows expected to be derived from the cash-generating nit. If Visma s interest in the net fair vale of the identifiable assets, liabilities and contingent liabilities recognised exceeds the cost, the difference is recognised immediately in the income statement. PROPERTY AND EQUIPMENT Property and eqipment acqired by Grop companies are stated at historical cost, except the assets of acqired sbsidiaries that were stated at the fair vales at the date of acqisition. Depreciation is charged on a straight-line basis over the estimated sefl life of the assets. The amont to be depreciated is the carrying amont less the asset s residal vale. Usefl life and residal vale are reviewed at least annally and reflect the pattern in which the benefits associated with the asset are consmed. A change in the sefl life or depreciation method is acconted for prospectively as a change in acconting estimate. Each part of an item of property and eqipment with a cost that is significant in relation to the total cost of the item is depreciated separately. Ordinary repair and maintenance (dayto-day servicing) of tangible assets is recorded as an operating cost, whereas improvements are capitalised and depreciated over its sefl life. An item of property and eqipment is derecognised pon disposal or when no ftre economics benefits are expected to arise from the contined se of the asset. Gains or losses on the sale or disposal of fixed assets are recorded as other operating revenes or other operating costs respectively in the year the item is derecognised. The carrying vales of property and eqipment are reviewed for impairment when events or changes in circmstances indicate the carrying vale may not be recoverable. If any sch indication exists and where the carrying vales exceed the estimated recoverable amont, the assets or cash-generating nits are written down to their recoverable amont. The recoverable amont of property and eqipment is the greater of net selling price and vale in se. In assessing vale in se, the estimated ftre cash flows are disconted to their present vale sing a pre-tax rate that reflects crrent market assessment of the time vale of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amont is determined for the cash-generating nit to which the asset belongs. Impairment losses are recognised in the income statement. INVESTMENTS All investments are initially recognised at cost, being the fair vale of the consideration given and inclding acqisition charges associated with the investment. After initial recognition, financial investments, which are classified as available for sale, are measred at fair vale. Gains and losses are recognised as a separate component of eqity (other reserves) ntil the investment is sold or otherwise disposed of, or ntil the investment is determined to be impaired, at which time the cmlative gain or loss previosly reported in eqity is inclded in the income statement. For investments that are actively traded in organized financial markets, fair vale is determined by reference to Stock Exchange qoted market bid prices at the close of bsiness on the balance sheet date. For investments where there is no active market, fair vale is determined sing valation techniqes. Sch techniqes inclde sing arm s length market transactions or disconted cash flow analysis. PROVISIONS Provisions are recognised when the Grop has a present obligation (legal or constrctive) as a reslt of a past event, it is probable that an otflow of resorces embodying economic benefits will be reqired to settle the obligation and a reliable estimate can be made of the amont of the obligation. Where the Grop expects some or all of a provision to be reimbrsed, for example nder an insrance contract, the reimbrsement is recognised as a separate asset bt only when the reimbrsement is virtally certain. The expense relating to any provision is presented in the income statement net of any reimbrsement. If the effect of the time vale of money is material, provisions are determined by disconting the expected ftre cash flows at a pre-tax rate that reflects crrent market assessment of the time vale of money and, where appropriate, the risks specific to the liability. Where disconting is sed, the increase in the provision de to the passage of time is recognised as a borrowing cost. ESTIMATION UNCERTAINTY The key assmptions concerning the ftre and other key sorces of estimation ncertainty at the balance sheet date, that have a significant risk of casing a material adjstment to the carrying amont of assets and liabilities within the next financial year relates to goodwill and are discssed below. Impairment of goodwill The Grop determines whether goodwill is impaired at least on an annal basis. This reqires an estimation of the vale in se of the cash-generating nits to which goodwill is allocated. Estimating the vale in se reqires the Grop to make an estimate of the expected ftre cash flows from the cash-generating nit and also to choose a sitable discont rate in order to

28 28 calclate the present vale of those cash flows. More details are given in Note 22. INVENTORIES Inventories are valed at the lower of cost and net realisable vale. The original cost of prchased goods is the prchase price and is based on the FIFO principle. The original cost of work in progress and own manfactred goods are the direct cost of prodction pls a share of the indirect cost of prodction. Net realisable vale is the estimated selling price in the ordinary corse of bsiness, less estimated costs of completion and the estimated costs necessary to make the sale. Inventories are redced for estimated obsolescence. ACCOUNTS RECEIVABLES Trade receivables are recognised and carried at original invoice amont less an allowance for any ncollectible amonts. An estimate for dobtfl debts is made when collection of the fll amont is no longer probable. Bad debts are written off when identified. CASH AND CASH EQUIVALENTS Cash and cash eqivalents comprise bank deposits, other short-term highly liqid investments with original matrities of three months or less and bank overdrafts. Restricted cash is inclded as cash and cash eqivalents. Bank overdrafts are inclded within borrowings in crrent liabilities on the balance sheet. For the prpose of the consolidated cash flow statement, cash and cash eqivalents consist of cash and cash eqivalents as defined above, net otstanding bank overdraft. LEASES Finance leases, which transfer to the Grop sbstantially all the risk and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair vale of the leased property or, if lower, at the present vale of the minimm lease payments. Lease payments are apportioned between the finance charges and redction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Capitalized leased assets are depreciated over the shorter of the estimated sefl life of the asset and the lease term. Leases where the lessor retains sbstantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. TREASURY SHARES The nominal vale of treasry shares held is dedcted from registered share capital. Any differences between the nominal vale and the acqisition price of treasry shares, together with any gains or losses on transactions therein, are recorded directly to reserves. EARNINGS PER SHARE Earnings per share is calclated by dividing the majority shareholders share of the profit/loss for the period by the weighted average nmber of ordinary shares otstanding over the corse of the period. When calclating dilted earnings per share, the average nmber of shares otstanding is adjsted for all share options that have a potential diltive effect. Options that have a diltive effect are treated as shares from the date they are issed. INTEREST-BEARING LOANS AND BORROWINGS All loans and borrowings are initially recognised at cost, being the fair vale of the consideration received net of isse costs associated with the borrowing. After initial recognition, interest-bearing loans and borrowings are sbseqently measred at amortised cost sing the effective interest method. Amortised cost is calclated by taking into accont any isse costs, and any discont or premim on settlement. The effective interest rate is the rate that exactly disconts estimated ftre cash payments or receipts throgh the expected life of the loan. SHARE BASED PAYMENT IFRS 2 reqires that options rights granted to employees are charged against profit and loss at their fair vale at the allocation date. This is only mandatory for options plans granted after 7 November Visma has no plans granted after 7 November 2002 and has recognised its plans to the intrinsic vale at the time granted. CASH FLOW The cash flow statement has been drawn p in accordance with the indirect method and report cash flows dring the period classified by operating, investing and financing activities. Cash and cash eqivalents consist of cash and cash eqivalents as defined nder cash and cash eqivalents, net otstanding bank overdraft. IFRSs and IFRIC Intepretations not yet effective There are a nmber of IFRSs and IFRIC Intepretations not yet effective.the Grop expects that any adoption of the prononcements will not have material impact on the Grop s financial statements in the period of initial application.

29 29 Profit and loss statement 1 JANUARY 31 DECEMBER VISMA ASA - CONSOLIDATED (NOK 1 000) Note 2005 IFRS 2004 IFRS 2004 NGAAP 2003 NGAAP Operating revene Operating revene Sales revene Sales revene Total operating revene Total operating revene Operating expenses Cost Operating of goods expenses sold Payroll Cost of and goods personnel sold expenses Depreciation Payroll and personnel and amortisation expenses expenses Other Depreciation operating and expenses amortisation expenses Total Other operating operating expenses expenses Total Profit/loss operating from expenses operating activities Profit/loss from operating activities Financial items Financial income items Financial expenses income 8 ( ) ( ) ( ) ( ) Net Financial financial expenses items 8 (14(456) 039) ( ) 220 ( ) 220 ( ) 122 Ordinary Net financial profit items before tax 184 (456) Ordinary profit before tax Tax on ordinary profit (12 432) (11 362) (50 778) Tax Profit on for ordinary the year profit (12 432) (11 362) 911 ( ) 407 Profit for the year Minority interests Minority Profit after interests minority interests Profit after minority interests Earnings per share Earnings Dilted earnings per share per share Dilted earnings per share

30 30 Balance sheet 31 DECEMBER 2005 VISMA ASA - CONSOLIDATED (NOK 1 000) ASSETS Note 2005 IFRS 2004 IFRS 2004 NGAAP Fixed assets Intangible assets Deferred tax assets Goodwill Other intangible assets Contracts & Cstomer relationships Total intangible assets Tangible fixed assets Property Machinery and eqipment Total tangible fixed assets Financial assets Shares Other long-term receivables Total financial fixed assets Total fixed assets Crrent assets Inventory Receivables Acconts receivables Other crrent receivables Total receivables Shares Cash and cash eqivalents Total crrent assets Total assets

31 31 VISMA ASA - CONSOLIDATED (NOK 1 000) LIABILITIES AND EQUITY Note 2005 IFRS 2004 IFRS 2004 NGAAP Eqity Paid-in capital 13, Other reserves (6 084) 0 Retained earnings Minority interests Total eqity Non-crrent liabilities Pension liabilities Deferred tax liability Other long-term liabilities Total non-crrent liabilities Crrent liabilities Bank overdraft Trade creditors Pblic dties payable Tax payable Allocated to dividends Other crrent liabilities Total crrent liabilities Total liabilities Total liabilities and eqity Secred liabilities and garantees 16 Oslo, 17 Febrary 2006 Svein Ramsay Gol Chairman of the Board Ann-Marie Nilsson Member of the Board Knt Ro Member of the Board Gnnar Bjørkavåg Member of the Board Ossian Hellers Member of the Board Per Boasson Member of the Board Øystein Moan CEO

32 32 Cash flow statement 1 JANUARY 31 DECEMBER VISMA ASA - CONSOLIDATED (NOK 1 000) 2005 IFRS 2004 IFRS 2004 NGAAP Ordinary profit / loss before tax Depreciation and amortisation expenses Taxes paid (14 376) (11 809) (11 809) Cash flow from operations Changes in inventory, acconts receivable and trade creditors (13 511) (13 511) Change in other accrals Net cash flow from operations Investment in tangible fixed assets (37 064) (31 742) (31 742) Sale of (investment in) bsinesses ( ) ( ) ( ) Sale of (investment in) shares (23 013) Net cash flow from investments ( ) ( ) ( ) Change in long-term liabilities Change in bank overdraft (1 439) Net cash flow from share isses Payment of dividend (85 850) (70 114) (70 114) Cash inflow from dividends Prchase of treasry shares (22 307) (22 307) Cash inflow from interest Cash otflow from interest (13 747) (10 390) (10 390) Net cash flow from financing activities Net cash flow for the year (34 563) Cash and cash eqivalents Net foreign exchange difference (1 016) (1 015) (1 015) Cash and cash eqivalents

33 33 Statement of changes in eqity (NOK 1 000) Note Paid-in capital Share capital Treasry shares Share premim reserve Other reserves Retained earnings Majority's share of eqity Minority interests Total eqity Eqity as at (450) Crrency translation differences (6 084) (6 084) (6 084) Realization own shares 450 (537) (87) (87) Net changes minority (11 288) (11 288) Profit (loss) for the period Dividends (70 114) (70 114) (70 114) Own shares (1 600) (19 529) (21 129) (21 129) Eqity as at (1 600) (6 084) Effect of transition to IAS 32 and Adjsted eqity as at (1 600) Net nrealized Gains/(losses) on available-for-sale investments Crrency translation differences (19 085) (19 085) (19 085) Realisation own shares Net gains and losses not recognised in the income statement (15 023) Profit (loss) for the period Isse of share capital Dividends (85 850) (85 850) (85 850) Net changes minority Eqity as at

34 34 Notes to the accont NOTE 1 ACQUISITIONS Name Description Acqisition date Percentage of voting eqity instrments acqired Consideration total Cash payment Cost associated with the acqisition Visma Software AB IP - Scanning Sw Visma Ajorit AS IP - Training Visma Ajorit AS IP - Training Sw Others IP - Sw Plss Regnskap AS Acc - Services > 100% Visma Services Levanger AS Acc - Services > 75.49% Visma Collectors AS Coll - Services % -> 100% Visma Services Danmark A/S Acc - Services % -> 79.92% Visma Retail AS Retail - Software % -> 75.20% Visma Services Sverige AB Acc - Services > 100% Visma Advantage AS Proc / Rnit Visma Collectors AB* Coll - Services % Visma Advantage AS Proc / Ibistic Pool Econet Grop Oy* ERP - Software % Visma Clts AS ERP - Software % Kompetanseweb AS ERP - Software % FK-Data A/S ERP - Software % Visma Services Norge AS Acc - Realmerkantil Edim AS Proc - Services % Visma Proceedo AB* Proc - Software % Edim AB Proc - Services % Merkantil Ink. ApS Coll - Services % Vestfold Btikkdata AS* ERP - Software % Visma Bizweb AS WEB - Info Services % The cash otflow on acqisition is as follows: Net cash acqired with the acqisitions Cash paid Net cash (otflow)/inflow ( ) *The intial prchase price allocation have been determined provisionally as the valation of assets aqired and liabilities assmed has not been finally completed. The aggregated fair vale of identifiable assets and liabilities and the goodwill arising at the date of acqisition for material transactions in 2005 are: (NOK 1 000) Visma Collectors AB* Econet Grop Oy* Visma Proceedo AB* Vestfold Btikkdata AS* Deferred tax assets Other intangible assets Machinery and eqipment Shares Inventories Trade receivables Cash and cash eqivalents Pension liabilities Deferred tax liability Bank overdraft Trade creditors Pblic dties payable Tax payable (2 286) 246 (195) 0 Other crrent liabilities Fair vale of net assets (1 270) (847)

35 35 NOTE 1 contined (NOK 1 000) Visma Collectors AB* Econet Grop Oy* Visma Proceedo AB* Vestfold Btikkdata AS* Goodwill arising on acqisition C&C R arising on acqisition Consideration Profit for the year (225) Profit for the year before acqisition 0 0 (552) Profit contribtion to the Visma Grop The goodwill arising on these aqisitions are attribtable to the anticipated profitability of the operations and to the anticipated synergies. For frther comments on goodwill arising from acqisitions, please see Note 4. NOTE 2 SEGMENT INFORMATION (NOK million) Software Services F&P VISMA ASA Elim.* CONSOLIDATED Software Services F&P VISMA ASA Elim.* CONSOLIDATED Operating revene from external cstomers Operating revene from internal cstomers (42.7) (31.1) 0.0 Total operating revene Operating expenses** (42.7) (31.1) Depreciation Profit/loss from operating activities (19.6) (19.0) Net financial items (2.5) (4.6) (1.1) 7.8 (0.5) 22.4 (12.6) (1.6) Profit before income tax (11.8) Income tax expense (39.4) (9.1) (7.1) 3.8 (51.8) 21.5 (6.4) (2.1) (0.5) 12.4 Net profit for the year (8.1) Profit margin in % 15.9 % 7.2 % 8.4 % 13.5 % 16.8 % 7.0 % 3.8 % 13.5 % Crrent assets (327.6) (326.1) Non crrent assets (622.6) (623.2) Total assets (950.3) (949.3) Segment crrent liabilities (315.7) (224.9) Segment non crrent Liabilities (60.5) (69.5) Total segment liabilities (376.2) (294.4) Eqity (574.1) (654.9) Cash flow from operating activities *** (19.6) (19.0) Cash flow from investment activities (180.5) (48.7) (2.3) (103.8) (335.2) (27.4) (19.4) (289.9) (233.8) Cash flow from financing activities 1.0 (4.6) (1.1) (6.4) (2.1) Capital expenditre (26.7) (7.1) (3.3) 0.0 (37.1) (23.6) (5.8) (2.4) 0.0 (31.7) *items otside the segments and eliminations **operating expenses before depreciation and amortization

36 36 NOTE 2 contined Actal and pro forma 2005 and geographical segments (NOK million) Operating revene EBITDA EBITDA margin 2005A 2004A 2005P Growth Total assets Captial expenditre Operating revene EBITDA EBITDA margin Total assets Captial expenditre Operating revene Norway/Denmark % 7.7 % (17.1) % (15.1) % Sweden % 5.3 % (7.6) % (6.7) % Finland % 21.5 % (2.0) % (1.8) % Visma Software % 8.5 % (26.7) % (23.6) % Norway % 5.4 % (1.7) % (1.4) % Sweden % -8.4 % (2.8) % (2.3) % Finland % 8.2 % 43.8 (0.5) % 34.2 (0.4) % Denmark % 27.6 % 81.7 (2.0) % 39.2 (1.6) % Visma Services % 6.1 % (7.1) % (5.8) % Norway % 62.6 % (0.5) % (0.5) % Sweden % 0.0 % 72.2 (0.5) % % Visma F&P % % (3.3) % (2.4) % Total operating nits % 14.5 % % % Visma ASA / eliminations 0.0 (19.6) (19.0) (19.6) Total % 14.5 % (37.1) % (31.7) % EBITDA EBITDA margin The table above shows actal 2005 and 2004 reslts for the Grop compared with pro forma figres for The pro forma figres for 2005 incldes acqired nits fll year. Location of cstomers eqals the location for operations. NOTE 3 PAYROLL AND PERSONNEL EXPENSES IFRS NGAAP (NOK 1 000) Salaries Employer's national insrance contribtions Pension expenses Other personnel expenses Total Average nmber of employees Pensions For certain nits, Visma has a contribtion-based pension scheme. The annal contribtion to the scheme is expensed as the year's pension expenses. Visma has no obligation beyond the annal contribtion. Visma has contribtion-based schemes in Denmark, Finland, Sweden and Norway. The Grop's capitalized pension liabilities of NOK originate from acqired entities. NOK apply to an nsecred scheme for a former employee in an acqired company.

37 37 NOTE 4 GOODWILL AND OTHER INTANGIBLE ASSETS 2005 (NOK 1 000) Development cost 1) Contracts & Cstomer relationships 2) Prchased rights 2) Goodwill 2) Cost as at 1 Janary 2005, net of accmlated amortisation Acqisition of sbsidiary* Additions Disposal 0 0 (9 000) Amortisation for the year (30 182) (18 202) 0 Exchange Adjstments (4 358) 838 (19 042) At 31 December At 1 Janary 2005 Cost Accmlated amortisation and impairment (18 893) (32 154) ( ) Net carrying amont At 31 December 2005 Cost Accmlated amortisation and impairment (49 075) (50 355) ( ) Net carrying amont Contracts and Cstomer relationships represents intangible assets prchased throgh the effect of a bsiness combination. The sefl lives of these intangible assets were estimated as having a finite life and is amortised nder the straight-line method over a period of 4-7 years. These assets are tested for impairment where an indicator on impairment arises. Prchased rights represents intangible assets prchased throgh the effect of a bsiness combination. The sefl lives of these intangible assets were estimated as having a finite life and is amortised nder the straight-line method over a period of 4-6 years. These assets are tested for impairment where an indicator on impairment arises. As at 1 Janary 2004, goodwill was no longer amortised and was annally tested for impairment, see note 22. *Acqisitions Investment in prchased rights NOK (1 000) Aqired (year) Visma Software AB Visma Ajorit AS Others Total Contracts and Investment in goodwill ** (NOK 1 000) Aqired (year) cstomer relationships Goodwill Plss Regnskap AS Visma Services Levanger AS Visma Collectors AS Visma Services Danmark A/S Visma Retail AS Visma Services Sverige AB Visma Advantage AS Visma Collectors AB Visma Advantage AS Econet Grop Oy Visma Clts AS Kompetanseweb AS FK-Data A/S Visma Services Norge AS Edim AS Visma Proceedo AB Edim AB Merkantil Ink. ApS Vestfold Btikkdata AS Visma Bizweb AS Total ** For frther comments on acqisitions, please see Note 1.

38 38 NOTE 4 contined 2004 (NOK 1 000) Development cost 1) Contracts & Cstomer relationships 2) Prchased rights 2) Goodwill 2) Cost as at 1 Janary 2004, net of accmlated amortisation Acqisition of sbsidiary* Additions Disposal Amortisation (18 893) (10 337) 0 Exchange adjstments At 31 December At 1 Janary 2004 Cost Accmlated amortisation and impairment 0 (21 817) ( ) Net carrying amont At 31 December 2004 Cost Accmlated amortisation and impairment (18 893) (32 154) ( ) Net carrying amont ) Internally generated 2) Prchased as part of bsiness combination The Grop has incrred the following software research and development expenses TNOK Research and development expenses inclde salaries for employees in the Grop's development department and an estimate of the development department's proportional share of the operating expenses. Developement expenses have been assessed by the Grop in accordance with IAS 38 and the conclsions are that these expenses for 2004 and 2005 do not meet the necessarry criteria to recognise these expenses as intangible assets. NOTE 5 TANGIBLE FIXED ASSETS 2005 (NOK 1 000) Machinery and eqipment Property** Total At 1 Janary 2005, net of accmlated depreciation Investment Disposal and scrap Impairment Depreciation for the year (24 664) 0 (24 664) Exchange adjstments 0 (852) (852) At 31 December 2005, net of accmlated depreciation At 1 Janary 2005 Cost Accm. depreciation ( ) (515) ( ) Net carrying amont At 31 December 2005 Cost Accm. depreciation ( ) (515) ( ) Net carrying amont Depreciation rates (straight line method) % 0-4% ** Visma ASA owns holiday apartments in Spain with a book vale of NOK

39 39 NOTE 5 contined 2004 (NOK 1 000) Machinery and eqipment Property** Total At 1 Janary 2004, net of accmlated depreciation Investment Disposal and scrap Impairment Depreciation for the year Exchange adjstments At 31 December 2004, net of accmlated depreciation At 1 Janary 2004 Cost Accm. depreciation ( ) (464) ( ) Net carrying amont At 31 December 2004 Cost Accm. depreciation ( ) (515) ( ) Net carrying amont Depreciation rates (straight line method) % 0-4% ** Visma ASA owns holiday apartments in Spain with a book vale of NOK NOTE 6 ACCOUNTS RECEIVABLE On a consolidated basis the provision for bad debts at is NOK while at it was NOK The Grop's acconts receivable which have been de for more than 180 days, exclding VAT, amont to NOK (NOK in 2004). The company considers the provision for bad debt to be adeqate. NOTE 7 OTHER OPERATING EXPENSES (NOK 1 000) 2005 IFRS 2004 NGAAP 2003 Rent Other office expenses Telephone, postage Travel expenses Vehicles and transport Leasing expenses Sales and marketing Adit, lawyers' fees and other conslting services Bad debts Total other operating expenses

40 40 NOTE 8 FINANCIAL INCOME AND EXPENSES (NOK 1 000) 2005 IFRS 2004 NGAAP 2003 Financial income incldes the following items: Dividend/transfer from investments Gain on sale of shares Other interest income Foreign exchange gains* Other financial income Total financial income Financial expenses inclde: Interest expense Loss on sale of shares in sbsidiaries Loss on sale of shares Foreign exchange losses* Other financial expenses Total financial expenses * Foreign exchange gains/losses are in all material respects associated with inter-company items that represent tre foreign exchange risk for the Grop NOTE 9 TAX ON ORDINARY PROFITS Major components of income tax expense for the years ended 31 December 2005 and 2004 are: (NOK 1 000) Crrent income tax chargetax payable Adjstments in respect of crrent income tax of previos years (938) Changes in deferred taxes (28 839) Charged directly against eqity Income tax expense (12 432) Below is an explanation of why the tax expense for the year does not make p 28% of the pre-tax profit. 28% is the tax rate of the parent company Visma ASA (NOK 1 000) Ordinary profit before tax % tax on ordinary profit before tax Adjstments in respect of crrent income tax of previos years (938) Permanent differences Different tax rate in some grop companies (590) 246 Dividend received (1 674) Recognition of negative goodwill related to deferred tax assets in acqired nits * 0 (77 712) Tax reform Tax losses carried forward not recognised Tax expense (12 432) * In certain cases Visma acqires companies where net assets in the acqired operations, inclding the fll nominal vale of net deferred tax assets/liabilities, exceed the consideration paid. The shortfall in market vale (negative goodwill) associated with acqired deferred tax assets in the form of temporary differences and/or tax losses to be carried forward is recognized as redced tax at the time of the acqisition.

41 41 NOTE 9 contined Deferred tax liabilities and deferred tax assets Consolidated balance sheet Consolidated income statement (NOK 1 000) Crrent assets/liabilities (469) (959) Fixed assets/long term liabilities Losses carried forward ( ) ( ) 0 (89 652) Net deferred tax liability / (asset) (36 969) (78 710) (28 839) Recognised deferred tax asset (89 799) ( ) Recognised deferred tax liability Net deferred tax liability / (asset) (36 969) (78 709) No deferred tax assets or liabilities are recorded directly to eqity. Dividend payments to the share holders of Visma ASA do neither effect the grop's crrent nor deferred tax. The tax losses carried forward relate in all material respect to aqisitions made. The losses are available indefinitely for offset against ftre taxable profits in the companies in which the losses arose and throgh realistic tax planning strategies within different tax regimes. NOTE 10 SHARES IN SUBSIDIARIES The consolidated financial statements inclde the financial statements of Visma ASA and the sbsidiaries listed in the following table: Visma ASA (NOK) Registered office Holding % ** Book vale *** Visma Software ASA* Oslo % Visma Services ASA* Oslo % Visma F&P Services ASA* Oslo % Total Visma Software ASA (NOK) Visma Uniqe AS Oslo % Visma Software Norge AS Oslo % Visma Avendo AS Oslo % Visma IT AS Oslo % Visma Retail AS* Bærm % Visma Software Holding AB* Stockholm % Visma Software A/S* Copenhagen % Visma Software Oy* Helsinki % Visma Clts AS Hsøysnd % Kompetanseweb AS Oslo % Vestfold Btikkdata AS* Barkåker % Visma Ajorit AS Oslo % Visma Bizweb AS Oslo % Total Visma Services ASA (NOK) Visma Services Norge AS Bergen % Visma Services Eiendomsoppgjør AS Oslo % Visma Services Lillestrøm AS Lillestrøm % Visma Services Levanger AS Levanger % Visma Services Sverige AB Stockholm % Visma Services DanmarkA/S* Copenhagen % Oy Visma Services Infocon AB Helsinki % Total

42 42 NOTE 10 contined Visma F&P Services ASA (NOK) Registered office Holding % ** Book vale *** Visma Advantage AS Oslo % Visma Advantage AB Stockholm % Visma Personnel AS Oslo % Visma Collectors AB* Helsingborg % Visma Collectors AS Trondheim % Total * Parent company in sbgrop ** For all Grop companies, the holding is eqal to the proportion of voting capital. *** Book vale in the company acconts of the individal company in the Grop. In the company acconts shares in sbsidiaries are recognized according to the cost method. NOTE 11 BANK DEPOSITS AND LOANS The parent company has cash, bank deposits, etc. of NOK (NOK in 2004), inclding NOK placed in short-term money market mtal fnds. The consolidated acconts inclde cash, bank deposits, etc of NOK (NOK in 2004) Grop accont facilities In Norway and Sweden Visma has separate grop accont facilities, with Nordea, in which most of the Norwegian and Swedish nits participate. The Grop accont facility has been established to promote optimal cash flow management. (NOK 1 000) Visma ASA CONSOLIDATED Grop Bank Facility Sweden Loan against cash pool Sweden 0 ( ) Nordea Likviditet III against cash pool Grop accont Norway Net Grop Bank Facility Nordea With respect to Nordea, Visma has the following covenants reqirements associated with the Grop accont facility and loan financing in Sweden: (EBITDA*2)-net interest-bearing debt >0, interest cover >3, positive net cash balances. For sbsidiaries participating in the scheme, this is formally regarded as an ordinary receivable/liability withot priority which the company holds with regard to Visma ASA. The sbsidiaries however have access to the cash balance in their daily operation, and for the sbsidiaries the fnds are therefore classified in the balance sheet as cash and cash eqivalents. In Norway Visma also have an nsed credit facility of NOK The conditions are 7-days NIBOR (Norwegian Interbank Offered Rate) %. Bond loan The Board of Directors at Visma ASA decided on 19 May 2004 to raise a minimm of NOK 250,000,000 as the first trance of an open bond loan with a borrowing limit of NOK 500,000,000 Any extension of the borrowing limit shall be commnicated to bondholders via the Norwegian Registry of Secrities and the Oslo Stock Exchange. The loan was opened on 27 May 2004 and will be closed at the latest five banking days before 27 May The bonds each have a nominal vale of NOK 100,000 and rank pari pass. The official name of the loan is "Floating-rate Visma ASA Open Bond Isse 2004/2008"; the ISIN (registration nmber) is NO The conditions are 6-month NIBOR (Norwegian Interbank Offered Rate) % Visma ASA (NOK 1 000) ISIN No. NO Own holding 0 (74 000) Otstanding Deferred establishment expenses Accred interest Capitalised gain on sale own holdings NOTE 12 OTHER RESERVES The following describes the natre of the eqity component other reserves: Net nrealized gains/loss on avaiable-for-sale investments. This incldes fair vale changes of shares classified as avaiable-for-sale Foreign crrency translation The foreign crrency translation is sed to record exchange differences arising from the translation of the financial statements of foreign sbsidiaries.

43 43 NOTE 13 SHARE CAPITAL AND SHAREHOLDER ISSUES At , the company's share capital consists of shares with a nominal vale of NOK 5. At the same date, the company had shareholders. One share entitles the holder to one vote. 20 largest shareholders at : Holding (%) Nordea Bank Sweden 9.10 % National Insrance Scheme Fnd 8.25 % P-Invest AS 7.54 % Morgan Stanley 5.27 % JP Morgan Chase Bank 5.01 % JP Morgan Chase Bank 4.89 % Goldman Sachs 4.59 % Nordea Bank Finland 2.89 % State Street Bank 2.23 % A/S Skarv 1.56 % RG Holding AS 1.51 % KLP Insrance 1.46 % JP Morgan Bank Lx 1.45 % Bank of New York 1.41 % Bank of New York 1.38 % Citibank 1.29 % Delphi Norway 1.28 % JP Morgan Chase Bank 1.25 % Mellon Bank 1.21 % Pictet & CIE Bank 1.12 % Other % Total % At the annal general meeting in 2004, the Board was athorized to isse p to shares for option plans for the Grop's employees. (NOK) Nmber Period Exercise price Total - option plan Otstanding options at other employees Feb Exercised Available At the annal general meeting in 2004, the Board was athorized to isse p to shares throgh isses or acqisitions, or in connection with mergers. Total Available At an extraordinary general meeting in September 2004, the Board of Directors was athorized to allow the company to acqire shares in Visma ASA with a nominal vale of p to NOK divided into p to shares, with an pper limit of 10% of the total share capital at any time. The lowest amont that may be paid for the shares is NOK 5. The highest amont that may be paid for the shares is NOK 180. The Board is free to decide on the method of acqisition and any sbseqent sale of the shares, as long as a general principle of eqitable treatment of shareholders is followed. The company's own shares are sed primarily for settlement with existing shareholders in the case of acqisitions and take-overs of operations. On , Visma ASA owns none own shares.

44 44 NOTE 14 SHARES OWNED BY THE BOARD AND EXECUTIVE EMPLOYEES At the end of the financial year, members of the Board and exective employees owned the following shares in the company: Nmber shares Percentage holding Board of Directors: Svein Ramsay Goli % Ann-Marie Nilsson % Per Boasson* % Exective employees: Øystein Moan % Tore Bjerkan % Bjørn A.Ingier % Ada Kjeseth % For information regarding options and compensation for exective employees and Board members, please see notes 13 and 15 Per Boasson* P-Invest AS Ventor AS Controlled by Per Boasson NOTE 15 COMPENSATION OF KEY MANAGEMENT PERSONNEL OF THE GROUP Compensation of key management personnel of the Grop (NOK 1 000) CEO salary and other remneration Salaries and benefits in kind Bons Options exercised in Total remneration The CEO's contract of employment provides for a termination payment eqivalent to 18 months' salary. The CEO was awarded a total of share options in The share options were allocated on the terms described in Note 23. (NOK 1 000) Remneration to the management (does not inclde CEO) Salaries and benefits in kind Options Total remneration The management grop was awarded a total of share options in The share options were allocated on the terms described in Note 23. No loans have been granted to or secrity pledged for members of the management grop.

45 45 NOTE 15 contined Loans to employees In some contries, employees are entitled to loans from the Grop. The interest on loans to employees is not lower than the market interest rate. The other borrowing terms and conditions are generally the same as normal market terms and conditions. Loans to employees comprised TNOK 215 and TNOK in 2005 and 2004 respectively. Remneration to the board of directors The Board will propose to the general meeting that the Board's remneration for 2005 is set at TNOK 625, allocated as follows: Chairman of the Board NOK TNOK 200, tree directors TNOK 100, one director TNOK 75, two directors TNOK 25. In addition, the Chairman of the Board has received an allowance of NOK for conslting services provided. Share options exercised by the Board's members are described in Note 23. Remneration to the Aditors Other Grop (NOK 1 000) Visma ASA companies Total Adit services Other attestation services Tax services Other services Total All fees are exclsive of VAT NOTE 16 SECURED DEBT AND GUARANTEE LIABILITIES (NOK 1 000) Debtor Actal garantee debtor Creditor Vale Visma ASA* Visma ASA Garantee limit lease of premises Visma ASA Visma ASA Exense ASA contract Visma ASA Visma Software ASA Byporten ANS lease of premises Total garantees *Of which NOK had been drawn at NOTE 17 COMMITMENTS Operating lease commitments - Grop as lessee The Grop has entered into commercial leases on certain motor vehicles and IT machinery. These leases have an average dration of between 1 and 5 years with no renewal options inclded in the contracts. There are no restrictions placed pon the lessee by entering theses leases. Ftre minimm rentals payable nder non-cancellable operating leases at 31 December are as follows: (NOK 1 000) Within one year After one year bt no more than five years More than five years 0 0 Total In addition the Grop has entered into commercial property leases related to the Grop's office bildings. These leases have remaining terms of between 1 and 4 years. In 2005 a 10 year lease contract for a new head qarter in Oslo was signed, starting first qarter Ftre minimm rentals payable nder non-cancellable operating leases as at 31 December are as follows: (NOK 1 000) Within one year After one year bt no more than for years More than five years Total

46 46 NOTE 18 INFORMATION ON CALCULATION OF EARNINGS PER SHARE The calclation is based on the following information: (NOK 1 000) IFRS 2005 IFRS 2004 NGAAP 2003 Majority's share of the Grop's profit/loss for the year (NOK 1 000) Time-weighted average nmber of shares 31 December Earnings per share (NOK) Effect of diltion: Share options Time-weighted average nmber of shares inclding options Dilted earnings per share (NOK) Earnings per share amonts are calclated by dividing net profit for the year attribtable to ordinary eqity holders of the parent company by the weighted average nmber of ordinary shares otstanding dring the year. Dilted earnings per share amonts are calclated by dividing net profit for the year attribtable to ordinary eqity holders of the parent company by the weighted average nmber of ordinary shares otstanding dring the year pls the effect of all diltive potential ordinary shares. On the 1st of Febrary 2006, a total of options at a strike price eqal to the closing price on 31 Janary 2006, NOK , have been granted to management at the Visma Grop. The strike price will be increased by 8% per year. The share options were allocated on the terms described in Note 23 NOTE 19 FINANCIAL MARKET RISK Financial risk The Grop s principal financial instrments comprise of Bond loan, overdraft, cash and short-term deposits. The main risks arising from the Grop s financial instrments are cash flow interest rate risk, liqidity risk, foreign crrency risk and credit risk. The board reviews and agrees policies for managing each of these risks and they are smmarized below. Cash flow interest rate risk The Grop s exposre to the risk for changes in market interest rates relates primarily to the Grop s long- term debtobligations with a floating interest rate. This is conteracted by the fact that the company does not have net interest-bearing debt, and any increase in interest rates will have a positive or netral effect on the company's net financial items. Foreign crrency risk The Grop is exposed to changes in exchange rates, especially Swedish and Danish kroner as well as the ero, as a significant part of the Grop s income is in foreign crrency. The risk is limited by the fact that associated costs are in the same crrencies. The Grop has not entered into forward contracts or other agreements to redce the company's foreign exchange risk. Credit risk The Grop trades only with recognised, creditworthy third parties. It is the Grop s policy that all cstomers who wish to trade on credit terms are sbject to credit verification procedres. In addition, receivable balances are monitored on an ongoing basis with the reslt that the Grop s exposre to bad debts is not significant. The risk that conterparties do not have the financial ability to flfil their obligations is regarded as low, as bad debts have historically been low. The Grop has made provisions for all receivables that are older than 180 days and otstanding receivables represent abot 37 days' trnover as of With respect to credit risk arising from other financial assets of the Grop, which comprise cash and cash eqivalents, available-for-sale financial assets, the Grop s exposre to credit risk arises from defalt of the conterparty, with a maximm exposre eqal to the carrying amont of these instrments. No agreements have been entered into regarding set-off or other financial instrments that minimize credit risk in the Visma Grop. Liqidity risk The Grop regards its liqidity as good, and no decision has been taken to introdce measres to change the liqidity risk. De dates for acconts receivable are maintained, and no renegotiation or redemption of other financial assets has been considered.

47 47 NOTE 20 AVALIABLE-FOR-SALE FINANCIAL ASSETS (NOK 1000) Shares listed Registered office Holding % ** 31 Dec 2004 Effect of transition to IAS 32 and 39 Fair vale 1- jan IFRS Additions and redctions Fair vale adjstments Exense ASA Oslo % (4 988) SperOffice ASA Oslo 9.66 % Shares nlisted Kvestor Holding AS Oslo % (2 134) itet AS Bodø % Shares held by Vestfold Btikkdata AS Other Total Dec 2005 Avaiable-for-sale financial assets consist of investments in ordinary shares, and therefore have no fixed matrity date or copon rate. The fair vale of the nlisted shares has been estimated sing a valation techniqe based on asmptions that are not spported by observable market prices or rates. Management believes the estimated fair vales reslting from the valation techniqe which are recorded in the balance sheet are reasonable and the most appropriate at the balance sheet date. Management has estimated the potential effect of sing reasonable possible alternatives as inpts to the valation model and has qantified this as a redction in fair vale of apporximately TNOK sing less favorable assmptions and an increase in fair vale of approximately TNOK sing more favorable assmptions. NOTE 21 - IMPLEMENTATION OF IFRS Visma ASA first adopted IFRS in 2005, with a date of transition to IFRS of 1 Janary Visma ASA's last financial statement nder NGAAP were for the year ended 31 December Reconciliation of eqity at 1 Janary 2004 (date of transition to IFRS) Eqity N GAAP Note Dividends Total adjstements Eqity IFRS Reconciliation of eqity at 31 December 2004 Eqity N GAAP Note Contracts & Cstomer relationships Goodwill 21.2 (8 421) Deferred tax liability 21.3 (34 158) Dividends Total adjstements Eqity IFRS Reconciliation of income statement 2004 Net profit N GAAP Note Amortisation Contracts & Cstomer relationships 21.1 (18 893) Amortisation Goodwill Tax expense Total adjstements Net profit IFRS

48 48 NOTE 21 contined Note 21.1 Contracts & Cstomer relationships Under NGAAP, Visma did not allocate excess vale of bsiness combination to contracts and cstomer relationships. Under IFRS excess vale of bsiness combinations will be allocated to identifiable intangible assets sch as prchased rights and contracts and cstomer relationships, and the residal excess vale will be allocated to goodwill. For the income statement this will have an affect on the amortization of contracts and cstomer relationships. Visma amortizes contracts and cstomer relationships on a straight-line basis over its sefl life which is estimated to 4-7 years. Visma has nder IFRS allocated a part of the goodwill recognised nder NGAAP as contracts and cstomer relationships. Additionally Visma, nder NGAAP, translated goodwill from foreign operations to the reporting crrency sing the exchange rate rling at the date of transaction. Under IFRS intangible assets from a bsiness combination, inclding both contracts and cstomer relationships and goodwill, are translated sing the exchange rate rling at the balance sheet date. This will effect the book vale as well as the amortizations of intangible assets as the exchange rate flctate. Note 21.2 Goodwill Goodwill is not amortized nder IFRS and this effect is reversed in the IFRS income statement. Under NGAAP, Visma allocated mainly all of the excess vale of the bsiness combinations as goodwill. For operations acqired dring 2004, Visma have nder IFRS reallocated the identified vales related to contracts and cstomer relationships from goodwill. Under NGAAP, Visma translated goodwill from foreign operations to the reporting crrency sing the exchange rate rling at the date of transaction. Under IFRS goodwill from a bsiness combination are translated sing the exchange rate rling at the balance sheet date. The difference between the fair vales of tax amortizations inclded in the recorded amont of contracts and cstomer relationships identified in bsiness combinations and the corresponding vale of the deferred tax liabilities recorded at nominal vale is recorded as goodwill. Note 21.3 Tax Under NGAAP, Visma allocated mainly all of the excess vale of the bsiness combination as goodwill. Under IFRS excess vale of bsiness combinations will be allocated to identifiable intangible assets as intellectal properties and contracts and cstomer relationships, and the residal excess vale will be allocated to goodwill. According to both NGAAP and IFRS, deferred tax liabilities arising from the initial recognition of goodwill are not recognised. In accordance with IFRS 3 Bsiness Combinations, any deferred tax assets or deferred tax liabilities arising from identifiable asset are recognised at the acqisition date. Some of the goodwill recorded as at 1 Janary 2004 is tax dedctible. Under both IFRS and NGAAP Visma is recording deferred tax liabilities related to temporary differences concerning this part of goodwill. As goodwill is not amortized nder IFRS in 2004 the temporary differences and the corresponding deferred tax liabilities are changed nder IFRS compared to NGAAP. Note 21.4 Dividends Under IFRS, dividend cannot be classified as a liability ntil the entity has an obligation to pay the dividend, which generally is not ntil dividend is approved by the general meeting. Visma has nder NGAAP at 31 December 2003 allocated TNOK as dividend (short-term liability) and TNOK at Under IFRS, dividend is a part of the eqity ntil it is approved by the general meeting and at that point reclassified as a liability ntil it has been paid to shareholders.

49 49 NOTE 22 IMPAIRMENT TESTING OF GOODWILL Goodwill acqired throgh bsiness combinations has been allocated to 11 cash generating nits for impairment testing as follows: Software division Services division Financial & Prodctivity Services division 1 Software Norway 2 Software Sweden 3 Software Denmark 4 Software Finland 5 Services Norway 6 Services Sweden 7 Services Demark 8 Services Finland 9 Financial & Prodctivity Services Norway 10 Financial & Prodctivity Services Sweden 11 Financial & Prodctivity Services Denmark Software divisions cash-generating nits The recoverable amont of the Software nits has been determined based on a vale in se calclation. To calclate this, cash flow projections are based on financial bdgets approved by senior management covering a five-year period ( ). The discont rate applied to cash flow is 9 % (2004: 9 %) and cash flows beyond the 5-year period are extrapolated sing a 0 % growth rate (2004: 0 %). Based pon the similarity of market conditions within the Nordic market, the same method for determining recoverable amonts has been applied across the different contries Services division cash-generating nits The recoverable amont of the Services nits has been determined based on a vale in se calclation. To calclate this, cash flow projections are based on financial bdgets approved by senior management covering a five-year period ( ). The discont rate applied to cash flow is 9 % (2004: 9 %) and cash flows beyond the 5-year period are extrapolated sing a 0 % growth rate (2004: 0 %). Based pon the similarity of market conditions within the Nordic market, the same method for determining recoverable amonts has been applied across the different contries Financial & Prodctivity Services division The recoverable amont of the F&P Services nits has been determined based on a vale in se calclation. To calclate this, cash flow projections are based on financial bdgets approved by senior management covering a five-year period ( ). The discont rate applied to cash flow is 9 % (2004: 9 %) and cash flows beyond the 5-year period are extrapolated sing a 0 % growth rate (2004: 0 %). Based pon the similarity of market conditions within the Nordic market, the same method for determining recoverable amonts has been applied across the different contries.

50 50 NOTE 22 contined Carrying amont of goodwill Carrying amont (NOK 1.000) Software division Services division Financial & Prodctivity Services division Total Software Norway Software Sweden Software Denmark Software Finland Services Norway Services Sweden Services Demark Services Finland Financial & Prodctivity Services Norway Financial & Prodctivity Services Sweden Financial & Prodctivity Services Denmark Total The recoverable amonts for the different cash generating nits are higher than the carrying amonts and no impairement loss is recognised in 2005 Key assmptions sed in vale in se calclation of Software, Services and Financial & Prodctivity Units for 31. December 2005 and 31. December 2004 The following describes each key assmption on which management has based its cash flow projections to ndertake impairment testing of goodwill: Bdgeted gross margins - the basis sed to determine the vale assigned to the bdgeted gross margins is the average gross margins achieved in the year immediately before the bdgeted year, increased for expected efficiency improvements. Discont rates applied - the discont rates applied in valation of recoverable amont is 9 % in all nits. The vale assigned to the key assmption is consistent with external information resorces. Other factors/assmptions: The EBITDA margin in the Software division and the Financial & Prodctivity division has been set eqal to the EBITDA margin in The EBITDA margin in the Services division is gradally improved to 10% in 2007 from 8,2 % in Estimated cash flows and growth rates sed in determining the vale in se exclde any estimated ftre cash inflows or otflows expected to arise from ftre restrctring or from improving or enhancing the asset's performance.

51 51 NOTE 23 SHARE BASED PAYMENT Employee and Board Member Share-option plans Share options were granted in the period Febrary to Jly 2002 for employees and Board members that were in service for Visma ASA. All options were granted before November 7th 2002 and there has not been made any changes that increased fair vale of these option plans after Janary 1st Therefore, IFRS 2 Share-based Payment has not been applied in acconting for share option plans. There are no cash settlement alternatives related to these plans. The following table illstrates the nmber (No) and weighted average exercise prices (WAEP) of, and movements in, share options dring the year: "2005 No." "2005 WAEP" "2004 No." "2004 WAEP" Otstanding at the beginning of the year Forfeited dring the year 0 0 (58 666) 55.7 Exercised dring the year ( ) 55.6 ( ) 56.8 Expired dring the year Otstanding at the end of the year The weighted average share price at the date of exercise for the options exercised was 83 NOK The following persons of Grop management and Board members exercised their options in 2005 Nmber Exercise price Øystein Moan NOK Tore Bjerkan NOK Bjørn A. Ingier NOK Ada Kjeseth NOK Svein Ramsay Goli NOK Gnnar Bjørkavåg NOK Gnnar Bjørkavåg NOK Knt Ro NOK Ann Marie Nilsson NOK Total At the annal general meeting in 2004, the Board was athorized to isse p to shares for option plans for the Grop's employees. On the 1st of Febrary 2006, a total of options at a strike price eqal to the closing price on 31 Janary 2006, NOK , have been granted to management at the Visma Grop. The strike price will be increased by 8% per year. The term of the options is p to 4 years.

52 52 Acconting principles The annal acconts for Visma ASA are prepared according to the Norwegian Acconting Act 1998 and generally accepted acconting principles. SUBSIDIARIES AND INVESTMENT IN ASSOCIATE Sbsidiaries and investments in associate are valed by the cost method in the company acconts. The investment is valed as cost of acqiring shares in the sbsidiary, providing that write down is not reqired. Write down to fair vale will be carried ot if the redction in vale is cased by circmstances which may not be regarded as incidental, and deemed necessary by generally accepted acconting principles. Write downs are reversed when the case of the initial write down are no longer present. Dividends and other distribtions are recognized in the same year as appropriated in the sbsidiary acconts. If dividends exceed withheld profits after acqisition, the exceeding amont represents reimbrsement of invested capital, and the distribtion will be sbtracted from the vale of the acqisition in the balance sheet. BALANCE SHEET CLASSIFICATION Net crrant assets comprise creditors de within one year, and entries related to goods circlation. Other entries are classified as fixed assets and/or long term creditors. Crrent assets are vales at the lower of acqisition cost and fair vale. Short term creditors are recognized at nominal vale. Fixed assets are valed by the cost of acqisition, in the case of non incidental redction in vale the asset will be written down to the fair vale amont. Long term creditors are recognized at nominal vale. TRADE AND OTHER RECEIVABLES Trade receivables and other crrent receivables are recorded in the balance sheet at nominal vale less provisions for dobtfl debts. Provisions for dobtfl debts are calclated on the basis of individal assessments. In addition, for the remainder of acconts receivables otstanding balances, a general provisions is carried ot based on expected loss. FOREIGN CURRENCY TRANSLATION Foreign crrency transactions are translated sing the year end exchange rates. SHORT TERM INVESTMENTS Short term investments (stocks and shares are valed as crrent assets) are valed at the lower of acqisition cost and fair vale at the balance sheet date. Dividends and other distribtions are recognized as other investment income. PROPERTY, PLANT AND EQUIPMENT Property, plant and eqipment is capitalized and depreciated over the estimated sefl economic life. Direct maintenance costs are expensed as incrred, whereas improvements and pgrading are assigned to the acqisition cost and depreciated along with the asset. If carrying vale of a non crrent asset exceeds the estimated recoverable amont, the asset is written down to the recoverable amont. The recoverable amont is the greater of the net selling price and vale in se. In assessing vale in se, the estimated ftre cash flows are disconted to their present vale. PENSIONS The company have pension schemes where the company s commitment is to contribte to the individal employee s pension schemes (contribtion plans). INCOME TAX Tax expenses in the profit and loss accont comprise both tax payable for the acconting period and changes in deferred tax. Deferred tax is calclated at 28 percent on the basis of existing temporary differences between acconting profit and taxable profit together with tax dedctible deficits at the year end. Temporary differences both positive and negative, are balance ot 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 tilized. To what extent grop contribtion not is registered in the profit and loss, the tax effect of grop contribtion is posted directly against the investment in the balance. CASH FLOW STATEMENT The cash flow statement is presented sing the indirect method. Cash and cash eqivalents incldes cash, bank deposits and other short term highly liqid placement with original matrities of three months or less. USE OF ESTIMATES The preparation of the financial statements reqires management to make estimates and assmptions that affect the reported amonts in the profit and loss statement, the measrement of assets and liabilities and the disclosre of contingent assets and liabilities on the balance sheet date. Actal reslts can differ from these estimates. Contingent losses that are probable and qantifiable are expensed as occrred.

53 53 Profit and loss statement 1 JANUARY 31 DECEMBER VISMA ASA (NOK 1 000) Note NGAAP 2005 NGAAP 2004 NGAAP 2003 Operating revene Sales revene Total operating revene Operating expenses Payroll and personnel expenses 3, Other operating expenses 7, Total operating expenses Profit/loss from operating activities (19 615) (19 017) (15 024) Financial items Financial income Financial expense 8 (10 410) (5 984) (1 842) Net financial items Ordinary profit before tax Tax on ordinary profit Profit for the year Transfers and allocations Allocated to dividend Transferred to / (from) other eqity (56 131) Total transfers and allocations Grop contribtion paid

54 54 Balance sheet 31 DECEMBER 2005 VISMA ASA (NOK 1 000) ASSETS Note NGAAP 2005 NGAAP 2004 NGAAP 2003 Fixed assets Intangible assets Total intangible assets Tangible fixed assets Property Total tangible fixed assets Financial assets Shares in sbsidiaries Other long-term receivables Total financial fixed assets Total fixed assets Crrent assets Receivables Inter-company receivables Other crrent receivables Total receivables Shares Cash and cash eqivalents Total crrent assets Total assets

55 55 VISMA ASA (NOK 1 000) LIABILITIES AND EQUITY Eqity Paid-in capital Note NGAAP 2005 NGAAP 2004 NGAAP 2003 Share capital Own shares 0 (1 600) (450) Share premim reserve Total paid-in capital Retained earnings Other eqity Total retained earnings Total eqity Non-crrent liabilities Deferred tax liability Other long-term liabilities Total non-crrent liabilities Crrent liabilities Trade creditors Pblic dties payable Allocated to dividends Other crrent liabilities Total crrent liabilities Total liabilities Total liabilities and eqity Secred liabilities and garantees 16 Oslo, 17 Febrary 2006 Svein Ramsay Gol Chairman of the Board Ann-Marie Nilsson Member of the Board Knt Ro Member of the Board Gnnar Bjørkavåg Member of the Board Ossian Hellers Member of the Board Per Boasson Member of the Board Øystein Moan CEO

56 56 Cash flow statement 1 JANUARY 31 DECEMBER VISMA ASA (NOK 1 000) Ordinary profit / loss before tax Write-down (reversal of write-down) short-term share investments 0 0 (8 624) (Gain)/loss on disposal of short-term share investments 0 0 (314) Taxes paid Cash flow from operations Changes in inventory, acconts receivable and trade creditors 9 (138) 0 Change in other accrals ( ) ( ) Net cash flow from operations ( ) (96 899) Sale of (investment in) shares ( ) ( ) Net cash flow from investments ( ) ( ) Change in long-term liabilities Net cash flow from share isses Payment of dividend (85 920) (70 114) (46 788) Prchase of own shares (22 307) (3 203) Net cash flow from financing activities (49 991) Net cash flow for the year ( ) Cash and cash eqivalents Cash and cash eqivalents

57 57 NOTE 3 PAYROLL EXPENSES VISMA ASA (NOK 1 000) Salaries Employer's national insrance contribtions Pension expenses Other personnel expenses Total Average nmber of employees NOTE 7 OTHER OPERATING EXPENSES VISMA ASA (NOK 1 000) Rent Other office expenses Telephone, postage Travel expenses Vehicles and transport Leasing expenses Sales and marketing Adit, lawyers' fees and other conslting services Total other operating expenses NOTE 8 FINANCIAL INCOME AND EXPENSES VISMA ASA (NOK 1 000) Financial income incldes the following items: Dividend/transfer from sbsidiaries Gain on sale/reversal of write-down of shares Other interest income Foreign exchange gains* Other financial income Total financial income Financial expenses inclde: Interest expense Foreign exchange losses* Other financial expenses Total financial expenses * Foreign exchange gains/losses are in all material respects associated with inter-company items that represent tre foreign exchange risk for the Grop

58 58 NOTE 9 TAX VISMA ASA Deferred tax liabilities and assets are calclated on the basis of the temporary differences between book vales and tax-related vales in the balance sheet. All calclations are based on a nominal tax rate of 28%. Specification of income tax (NOK 1 000) Tax payable Change in deferred taxes (14 291) (9 843) (10 667) Adjstment for previos years 0 0 (513) Charged against eqity * Effect of Grop contribtion Tax on ordinary profit * The tax effect of share isse costs and gains/losses on prchase and sale of own shares is recorded directly against eqity. Smmary of temporary differences making p the basis for the deferred asset/deferred tax liability (NOK 1 000) Crrent assets/liabilities (1 600) (1 038) Fixed assets/long-term liabilities Net temporary differences Net (deferred tax asset)/deferred tax liability Visma ASA's tax payable for the year has been compted as follows: (NOK 1 000) Ordinary profit / loss before tax Permanent differences (3 923) 213 Change in temporary differences Dividend received from Norwegian sbsidiaries ( ) (11 000) Net grop contribtion received / (paid) ( ) (77 774) Taxable ordinary revenes 0 0 Explanation of why the tax expense for the year does not make p 28% of the pre-tax profit (NOK 1 000) Ordinary profit / loss before tax % tax on ordinary profit / loss before tax Tax effect of: Adjstments in respect of crrent income tax of previos years 0 0 (513) Permanent differences (30) (8) 59 Dividend and grop contribtions received from Norwegian companies (35 309) (52 757) (3 080) Tax reform 2004 * Tax expense * Recording in the profit and loss accont of deferred tax assets /liabilities associated with temporary differences on shares that lapsed on 26 March 2004 de to changes in Norwegian tax rles associated with the taxation of disposal of shares.

59 59 NOTE 12 MOVEMENT IN EQUITY VISMA ASA (NOK 1 000) Share capital Own shares Share prem. reserve Other eqity Total Eqity Eqity at (1 600) Share isse Realization of own shares Dividend own shares Net profit/loss for the year Allocated to dividend (96 000) (96 000) Eqity at For frther information regarding notes, see notes to the consolidated acconts.

60 60

61 61 Hold onto yor dreams they can be yor most valable asset

62 62 Corporate Governance in Visma Corporate Governance in Visma (In accordance with the Norwegian recommendation of December 2004) The sccess of any bsiness depends on good relationships with its interest grops. This is a critical sccess factor, also for Visma. A good reptation and sond financial development are conditions for bilding and maintaining the trst of important target grops, sch as cstomers, investors, employees, sppliers, partners and athorities. This reqires control of the enterprise throgh good management and governance mechanisms. Open and honest commnication and eqitable treatment of the company's shareholders are also important to increase shareholder vale and gain investors' confidence. Visma's policy for corporate governance appears below. Other principles for bsiness management are reflected in Visma's acconting policies. In addition, mch of Visma is approved nder ISO The company's qality manals, acconting policies and corporate governance policy will help to ensre that or attitdes are reflected in or actions in all parts of the enterprise. Independence and netrality Visma emphasizes independence and netrality in all relationships between the board of directors, management and owners in other respects. The policy of independence, netrality and normal bsiness principles also applies to the relationships with other interest grops, sch as cstomers, sppliers, banks and other bsiness partners. Eqitable treatment of the shareholders and free transferability Visma aims to ensre that its shares are priced as accrately as possible. Shareholders are to be assred a competitive retrn by increasing the vale of the company s shares and issing dividends, which reflects Visma s general financial position and cash-flow. Visma's objective is that all shareholders will have eqal rights. Visma has one class of shares, and each share carries one vote at the general meeting. The shares are freely transferable, and there are no barriers to acqisition. All shareholders in Visma have eqal rights to dividends. All shareholders have eqal rights in connection with any capital increases. The company shall treat all shareholders eqally with regard to information relevant to the share price. Visma is listed on the Oslo Stock Exchange and is bond to comply with the exchange's disclosre reqirements. The company annonces all price-relevant information to the market via the exchange's notification system and on the company's Internet pages The company's eqity capital and fnding In principle, Visma strives for fnding throgh eqity capital, and to a very limited extent with interest-bearing loan capital. Visma grows fairly rapidly throgh acqisition and consolidation, and needs a strong and liqid balance sheet. The company s most important assets are goodwill associated with the bsiness and software, and Visma therefore needs a higher level of owners' eqity than more traditional indstry. The reason for this is that the intellectal assets in an IT company are primarily of vale as long as the company is doing well and is financially independent. For many of Visma's assets, there is no "market" otside the company, and ot of consideration for the company's shareholders Visma mst therefore ensre that it has a strong balance sheet at all times, with an eqity ratio of more than 50 per cent Dividend Visma's objective is to pay a dividend every year. When evalating the dividend amont, the Board of Directors emphasizes stable development, the company's dividend capacity, and the reqirements for sond eqity capital as well as for adeqate financial resorces to enable ftre growth. Under Norwegian reglations, dividends are taxable for foreign shareholders and the company is obliged to dedct tax at sorce. General meeting The company's general meeting is open to all shareholders, and all shares carry eqal voting rights. All shareholders can participate in person or throgh a proxy. It is not possible to participate and/or vote over the Internet. There are no limitations on ownership or known shareholders' agreements. For the general meeting, 14 days' notice is given in accordance with the minimm time limit in the legislation. Matters concerning the Board of Directors The Board of Directors comprises 6 representatives elected by shareholders. All the representatives are elected for a year at a time at the company's general meeting. At Extraordinary General Meeting on 17 October 2005, Gottfred Langseth retired and 2 new members were elected. As of 31 Decem-

63 63 Visma has one class of shares, and each share carries one vote at the general meeting. ber 2005, the Board has the following members: Svein Ramsay Goli, Chairman of the Board Knt Ro Gnnar Bjørkavåg Ann-Marie Nilsson Ossian Hellers Per Boasson An independent nomination committee elected by the general meeting pts forward proposals for Board members. Visma aims for balance in the composition of the Board of Directors, taking into accont competence, experience and relevant backgrond for the company's operations. It is also desired that the composition of the Board of Directors shold reflect the company's ownership strctre. The company's management is not represented in the Board of Directors and there are no family ties to the managing director or other exective employees. Remneration to the Board shall be at a competitive level to ensre the desired composition of the Board. Performance-related remneration to the Board of Directors is not sed. There are no option programmes for the Board of Directors as of 31 December Compensation of exective employees Visma emphasizes being an attractive employer. The company wishes to attract exective employees with relevant experience. The company mst at all times adapt its compensation system so that it is competitive in the market. Exective employees are compensated on terms adapted to the market. There are also incentive plans in the form of agreements on bonses for reslts achieved and growth in sales. The tax regime in Norway and in other Nordic contries as well as the forthcoming generally accepted acconting principles make option plans less attractive, and likely to be less common in ftre. As of 31 December 2005, Visma has no option plans except for the remaining options according to the option plan of 2004, described in note 13 in the financial statement. Details regarding compensation to management and the Board of Directors are described in notes to the financial statements. The Board of Directors' work Every month, the Board of Directors receives the complete acconts and balance sheet for the company as well as a management report that describes the trends of the past month. In two extended Board meetings every year, the company's strategy is reviewed and discssed by the Board of Directors. The Board of Directors will evalate its work on an annal basis and inform the nomination committee. The Board of Directors has a pragmatic attitde to possible bids to take over Visma. The Board of Directors' primary responsibility in sch cases will be to maximize earnings for all shareholders, and at the same time to take care of the interests of staff and cstomers. Any transaction that can be perceived as a sale of the company's main bsiness will be pt forward to the general meeting of Visma ASA. Information and commnication Visma strives to report qarterly figres and other price-sensitive information as early as possible. Very early reporting redces the possibility for leaks of information and contribtes to eqitable treatment of all shareholders. The responsibility for IR and pricesensitive information is concentrated with the Visma ASA s management. The company's management has reglar meetings with large shareholders, where topics sch as corporate governance and overall strategy in particlar are discssed. The importance of not discssing sbjects that may be perceived as price-sensitive is highlighted. Aditor The Grop ses the same adit firm in all sbsidiaries in all markets where the company is active. The total offer for the adit is handled and approved only by the CFO. No agreements may be made with local aditors. The aditor is sed extensively as a consltant in financial de diligence in connection with the acqisition of new bsiness and in tax isses. The aditor is not sed as a consltant in strategic qestions, or in tasks related to operations in the company. Only the CFO in consltation with the CEO approves conslting assignments. The aditor participates in the Board meeting which deals with the financial statements. At the same meeting, the aditor explains his view on the company's acconting policies, risk areas, internal control rotines and acconting processes. The aditor's compensation is reported at the annal general meeting and described in notes to the acconts.

64 64 Shares & Shareholders SHAREHOLDER POLICY Visma aims to ensre that its shares are priced as correctly as possible. Shareholders are to be assred a competitive retrn by increasing the vale of the company s shares and issing dividends, which reflect Visma s general financial position and cash flow. Existing shareholders will have pre-emption rights to sbscribe for any new shares offered for sale. INVESTOR INFORMATION Visma ASA was first listed on the Oslo Stock Exchange on 25 November, Visma believes that openly providing information and maintaining a dialoge with shareholders and the financial markets are key elements in ensring that the share price reflects the company s earnings and nderlying vale. Relevant information will be provided as qickly and accrately as possible in the form of notices to the Oslo Stock Exchange with additional pblishing on or website, com. The company also pblishes its qarterly and annal reports with presentations online throgh web streaming on visma.com. Visma ASA had a market vale of NOK million on the Oslo Stock Exchange on 31 December 2005, compared with NOK million on 31 December Visma ASA is registered in Verdipapirsentralen (the Norwegian Central Secrities Depository), with Nordea as registrar and isser. The shares have the ISIN NO The company s registration nmber in the Norwegian register Brønnøysnd is NO , and the ticker code on the Oslo Stock Exchange is VIS. SHARE CAPITAL On 31 December 2005, the company s share capital amonted to NOK , divided into ordinary voting shares each with a par vale of NOK 5.00, flly paid p and registered by name. VOTING RIGHTS AND TRADING RESTRICTIONS The company has only one class of share, with each ordinary share carrying one vote at general meetings. The only restrictions on trading in the company s shares are those affecting the insiders. The insiders are represented by the Board, the CEO, the CFO, the IRO and Company Secretary of Visma ASA, the Managing Directors and the Financial Directors in three the divisions. The Articles of Association place no limit on how many shares a shareholder can own or vote for. SHAREHOLDERS On 31 December 2005, Visma ASA had shareholders. At year-end, 59 per cent of the company s share capital was owned by foreign investors (45per cent in 2004). The 20 largest shareholders held 65 per cent of the company s shares on 31 December 2005 compared with 50 per cent last year. SHARE PRICE Visma s shares opened at NOK 77 on 2 Janary 2005 and closed at NOK 100 on 30 December 2005, a rise of 30 per cent over the year, compared with an increase of 10 per cent in Dividend paid ot in 2005 amonted to NOK 2.75 per share (NOK 2.25 in 2004). The highest share price achieved in 2005 was NOK 105 (9. December 2005), and the lowest price was NOK (29. April 2005). A total of 23.5 million Visma-shares were traded in 2005 (28.2 million in 2004). The average per day of trade was compared with in In 2005 the share had 253 trading days ot of 253 possible. OPTION SCHEMES The company operates option schemes for the management and employees. Frther information of options is described in note 13. TAXATION OF DIVIDENDS Under Norwegian reglations dividends are taxable for foreign shareholders and the company is obliged to dedct tax at sorce. The Articles of Association place no limit on how many shares a shareholder can own or vote for.

65 65 Share price development 2005 Visma % OSE TECH % 40 % 35 % 30 % 25 % 20 % 15 % 10 % 5 % 0 % -5 % -10 % Visma ASA 20 largest shareholders as of 31 December 2005 No Shareholding Percentage Name Contry Nationality Accont type % Nordea Bank Sweden A SWE SWE Nominee % Folketrygdfondet NOR NOR Ordinary % P-invest As NOR NOR Ordinary % Morgan Stanley And C GBR GBR Nominee % J. P. morgan Chase Bank GBR GBR Ordinary % Jpmorgan Chase Bank GBR GBR Nominee % Goldman Sachs Intern GBR GBR Nominee % Nordea Bank Plc Finl FIN FIN Nominee % State Street Bank & USA USA Nominee % A/S Skarv NOR NOR Ordinary % RG Holding As NOR NOR Ordinary % KLP Forsikring Aksje NOR NOR Ordinary % J. P. Morgan Bank Lx LUX LUX Nominee % Bank Of New York. Br BEL LUX Ordinary % Bank Of New York. Br BEL CYM Nominee % Citibank. N A GBR GBR Nominee % Delphi Norge NOR NOR Ordinary % J. P. morgan Chase Bank GBR USA Nominee % Mellon Bank as Agent USA USA Nominee % Pictet & Cie Banqie CHE CHE Nominee Total %

66 Visma ASA Biskop Gnnersgt. 6 P.O Box 774 Sentrm NO-0106 Oslo Tel Fax