(Amounts in MNOK)

Transcription

1 Annual Report 2005

2 Key figures* Operating revenues Contribution Contribution margin (%) EBIT EBIT margin (%) Number of employees as of 31 December Norway Operating revenues EBIT Number of employees as of 31 December Denmark Operating revenues EBIT ,.8 Number of employees as of 31 December Sweden Operating revenues EBIT Number of employees as of 31 December * The numbers are identical with the reported income statement in the annual accounts for 2005 with corresponding figures. The Ementor Group Ementor ASA Jo Lunder Rune Falstad CFO Ementor Norge AS Jo Lunder Ementor Danmark A/S Carsten Dilling Ementor Sverige AB Johan Rittner Contents 2 CEO statement 4 What does Ementor do? 12 Board of Directors report 20 Consolidated income statements Ementor Group 20 Consolidated balance sheets Ementor Group 21 Consolidated statement of changes in equity Ementor Group 21 Consolidated statement of cash flows Ementor Group 22 Notes Ementor Group 45 Income statements Ementor ASA 45 Balance sheets Ementor ASA 46 Statement of changes in equity Ementor ASA 46 Statement of cash flows Ementor ASA 47 Notes Ementor ASA 52 Auditor s report 53 Glossary 54 Shareholder information 56 Corporate governance and company management 61 Group management

3 Ementor s strategy is to strengthen its position as a leading provider of infrastructure solutions and products in the Nordic region. Ementor s goal is to be the first choice of customers, employees and partners. Customers look to Ementor for innovative, solid and efficient solutions to their IT challenges. Employees look to Ementor for professional challenges in an exciting and rewarding work environment. Partners look to Ementor for added value and good business opportunities. The goal is to create added commercial value for everyone who chooses Ementor. Ementor had employees and was represented in 12 cities in Norway, Denmark and Sweden at the end of The Company is listed on the Oslo Stock Exchange. In February 2006 the Company announced the merger of Ementor and Topnordic. This merger will form the foundation for a new, focused growth phase for Ementor.

4 2005 focus and alignment A thorough review of Ementor s businesses in the first quarter of 2005 revealed significant challenges and a substantial need to reduce the company s risk profile by focusing our operations. We have therefore conducted an extensive financial and operational restructuring programme, which is still ongoing and will also have priority in The restructuring has provided greater financial freedom through the sale of several businesses, including outsourcing in Norway and Sweden, the consulting unit Avenir in Norway, and our Finnish subsidiary. The primary objective of this restructuring has been to establish a foundation for new growth and added value for our owners. The agreement to merge Ementor and Topnordic, which was made public in February 2006, provides a solid base for a new, focused growth phase. Together, our two companies comprise a leading provider of infrastructure solutions and products in the Nordic region. The merged Group will represent a strong platform for further growth and consolidation of the Nordic IT infrastructure solutions and products market. Ementor and Topnordic have complementary businesses that, based on our respective strengths, provide exciting opportunities for employees, customers and shareholders. Ementor has decided to focus primarily on infrastructure. Together with Topnordic, the Company enters 2006 with a focused strategy to consolidate our position as a leading provider of infrastructure solutions and products in the Nordic region. Ementor and Topnordic will be the market leaders in their focus areas in Norway and Denmark, be a solid number two in Sweden, and will also be present in the Finnish market. We have the will, ability and power to implement this strategy, and will apply our expertise, experience, partner network and local presence and size to strengthen our position. In 2005, Ementor selected a management model that gave the subsidiaries in Denmark, Sweden and Norway more independence. This was done to infuse the operational change process with more speed and power. This move has given good results and was completely necessary, because the challenges in each country were so different. While all parts of the Group are still working under the same name, profile and overall strategy, and still offer many of the same services, each of the three units has also made great strides in further developing its particular areas of strength. The units have now come into their own, and we are expecting growth and good performance in every country in Ementor has a strong and balanced customer base, and according to the customer satisfaction survey conducted in 2005, our customers are very satisfied with our solutions, products and expertise. We know that we fulfil important success criteria, such as a local presence, expertise and focus, and that we are able to service customers of different types and size. At the same time we know that in the end, the only criteria we are measured by, is whether the solutions and products we provide result in added value for our customers whether in the form of greater efficiency or other benefits that our customers find important. Consolidation, efficiency improvement and a greater focus on our core business requires continuous change. All companies experience change to a greater or lesser extent, and in our industry realignment is the rule rather than the exception. For a company like Ementor, the most important element is nevertheless to maintain focus on our customers demands and needs. Through a difficult restructuring period, I find additional motivation in the great efforts made by our employees in their strong desire to make Ementor successful. All contribute their expertise and experience to build good customer relations, which is the foundation for the shareholder value we sincerely hope to create. Our employees and their expertise remain our most important asset, and we must continue to ensure that Ementor remains an exciting place to work. We are on the right track will be an exciting year for Ementor, especially with regards to the consolidated strength from the Topnordic merger. We will make good use of this consolidation to reinforce Ementor as the leading provider of infrastructure solutions and products in the Nordic region. 7 March 2006 Jo Lunder President and CEO Ementor Annual Report 2005 CEO

5 Ementor Annual Report 2005 CEO

6 What does Ementor do? Ementor is a leading provider of infrastructure solutions and products in the Nordic region. The company mainly provides services related to hardware/ software products, consulting services and service agreements. Ementor focuses mainly on designing, building and managing IT infrastructure solutions for IT platforms/systems, communication, information management/ collaboration and security. Ementor s aim is to help its customers become more competitive and reach their goals through IT. Therefore Ementor continuously strives to ensure that it possesses the necessary expertise and certifications required by the products and services it supplies. In February 2006 Ementor announced a merger with the Danish owned company Topnordic. The merged Group will comprise a strong platform for further growth and consolidation of the Nordic IT infrastructure solutions and product market. Local knowledge and presence Ementor has offices in many of the major cities in Norway, Denmark and Sweden. Even though the Company is a Scandinavian Group with a common owner and common overall strategies, the market offerings in the various countries differ. As providers of infrastructure solutions and products, the Norwegian and Swedish businesses have a great deal in common, while the Danish business has a far greater focus on IT consulting services. Ementor builds nevertheless on a common origin and culture that is based on shared values, such as flexibility, cooperation, innovation, competence and comprehension of local customer needs. One of the Company s competitive strengths is precisely its ability to use the local needs as its point of departure and adapt its offerings to the customers needs accordingly. Industry experience Experience and knowledge of the customer s industry is often of decisive importance to a company s ability to provide good advice and offer products, solutions and services that meet the customers needs. Ementor understands what challenges face the various industries, and it has specialised experience and knowledge of the public sector, financial services, trade & manufacturing, energy & utilities, health & life sciences, services, media & entertainment, telecommunication, and travel & transport. The industry experience within the markets Ementor operates in will be presented under the description of each country. Ementor Annual Report 2005 What does Ementor do?

7 Ementor Annual Report 2005 What does Ementor do? 5

8 Operating revenues per country 2005 (%) Group operating revenues per industry segment 2005 Norway Denmark Sweden Public Sector Financial Services Trade & Manufacturing Energy & Utilities Health & Life Sciences Media & Entertainment Telecommunication Travel & Transport Expertise and certifications Ementor s strength lies in the knowledge and experience the Company has acquired as a provider of infrastructure solutions and products, and its strong partnerships with leading technology suppliers. Ementor s greatest competitive strength and its most important asset is the expertise possessed by its employees in various areas and their ability to see what opportunities technology can offer customers. Ementor has also developed its own methodology for the Company s work processes, based on the experience and expertise acquired by the Company s employees over the years. Ementor is the most certified IT partner in the Nordic region. The Company s employees have a total of certifications and more than 35 per cent of the employees (all functions) have one or more certifications. Ementor has established internal control systems for health, safety and the environment in each of the countries where the Company operates. These systems are designed to ensure that the physical and psychological working conditions in the organisation are in accordance with the national legislation and safeguard the interests of the employer and employees in the best possible manner. Ementor conducts annual employee satisfaction surveys. The Group s strategy and focus Ementor announced in February 2006 that Ementor and Topnordic will be merging to create the largest provider of infrastructure solutions and products in the Nordic region. The merged Group will represent a strong platform for further growth and consolidation of the Nordic IT infrastructure solutions and product market. The business will operate under the Ementor name in Norway, Ementor and Topnordic in Sweden, and Topnordic in Denmark and Finland. A separate business area will be established in Denmark for activities that are not in Important events Eterra is launched as an independent Company. Getronics buys 20 per cent of the shares in Merkantildata Invest. Tom Adolfsen announces that he will resign as Group CEO. The Company implements considerable downsizing and cost-cutting measures due to the weak market Arne A. Jensen takes over as Group CEO. Merkantildata sells Ementor Financial Systems to TietoEnator. Merkantildata sells Rubik to Captive Finance Limited. Merkantildata sells PC Superstore to Sekvencia AB Ementor takes over Nordic Voice Competence AS (NVC) by increasing its stake from 49 to 100 per cent. Ementor acquires the consulting business of EDB Business Partner in Bergen. Merkantildata, Ementor and Eterra merge under the new name of Ementor in July. Ementor acquires MNOK 110 through a private placement to strengthen the Company s financial position for investment in big projects and outsourcing. Ementor takes over the SAP consulting business Broad Partner Services Consulting AS in Norway and the IT outsourcing business of Serco Sweden AB. TJ Group Plc. takes over Ementor s Symfoni product portfolio Ementor refinances the existing revolving credit facility and overdraft facilities, and enters into an agreement with DnB NOR Bank ASA as its new main bank. The stand alone hardware business in Denmark is spun off and sold to Topnordic A/S. A new Managing Director is appointed in Finland. Ementor sells its entire shareholdings in itet to Kunnskap Invest. In October the Group CEO Arne A. Jensen announces his resignation. MNOK 225 is raised in a rights issue. Ementor sells its shareholdings in Ajourit AS to Visma ASA. In December Jo Lunder is appointed new Group CEO Ole Morten Settevik takes over as the Managing Director in January, and the corporate staff is reduced significantly at the same time. Jo Lunder takes office as Group CEO. In March, Rune Falstad is appointed as the new Executive Vice President and CFO, and Carsten Dilling is appointed as the new Managing Director in Denmark and Deputy Group CEO. A new strategy for the Group that entails changes in the business model and market offerings is presented in July. The implementation is expected to take months. A financial platform for restructuring the business, consisting of an equity guarantee of MNOK 100 from Kistefos in connection with a rights issue and support from the banks for managing liquid assets etc. realised through restructuring activities, is presented at the same time. In September 100 per cent of the shares in the Finnish subsidiary KPY Oyj are sold. In October Ementor sells its Norwegian and Swedish outsourcing businesses to ErgoGroup AS Ementor sells its Norwegian consulting business (Avenir) to EDB Business Partner ASA in January. The merger of Ementor ASA and the Danish Company Topnordic A/S is announced in February, and, as a consequence of the merger, Jo Lunder takes over as the Managing Director of Ementor Norge AS in addition to his position as Group CEO. Ementor Annual Report 2005 What does Ementor do?

9 Norway Revenue: MNOK * Number of employees: 821* Number of certifications: Some customers in 2005: the infrastructure area with the focus on consulting and development services (business consulting, ERP services, system development and application outsourcing). The new Ementor Group s strategic focus will be on strengthening the Group s position as the leading provider of infrastructure solutions and products in the Nordic region. The descriptions below under each country do not take the merger between Ementor and Topnordic into account and thus only reflect the Ementor organisation. BKK Norwegian Directorate for Children, Youth and Family Affairs The Municipality of Bærum DnB NOR Bank ASA Central Norway Regional Health Authority IT Western Norway Regional Health ICT Eastern Norway Regional Health Authority Lyse Tele AS Matiq AS Norsk Hydro ASA The Norwegian Directorate of Taxes The Norwegian Public Roads Administration Statoil ASA Sør-Trøndelag County Municipality and collaborating municipalities Telenor ASA * incl. the sold Norwegian consulting business (Avenir) Norway Market and trends The Norwegian ICT market grew by 6.4 per cent in 2005 (source: IDC). Services and software showed stronger growth than hardware. The ICT industry is still consolidating in both the telecom and IT markets. The number of players is relatively constant, but changes in the customers purchase patterns due to outsourcing and an ever broader distribution of standard hardware and software affected the various market players differently in A strong demand is expected for mobile solutions in the future, both solutions based on the traditional PC platform and solutions based on mobile units linked via a wireless network or telecom operators. The demand for solutions that support new business architectures is also increasing. Infrastructure is becoming increasingly virtualised (an uncoupling of the physical and logical resources), and provides better utilisation of the available capacity. The trend in applications is in the direction of dividing up large, complex applications into smaller parts (componentisation) in an Service Oriented Architecture (SOA). Due to new international regulations (Sarbanes-Oxley in the US and Basel II in the EU), as well as the requirements concerning protection of privacy and sensitive information from national authorities, the IT architecture must fulfil ever stricter legal requirements. The competition climate shows different trends. While the market for simpler products is affected by overdistribution and pressure on the margins, there is still a strong demand for more advanced data centre and communication solutions. The consulting market is growing, and there is especially strong demand for consulting services with regards to communication, consolidation and virtualisation. In the future the IT infrastructure market is expected to play an ever more important and broader role, and this includes middleware and system administration as well. Strategy and market offerings Ementor is strongly represented in the Norwegian market, with offices in Oslo, Trondheim, Bergen, Stavanger, Kristiansand and Larvik, and the Company s goal is to maintain its position as the largest Norwegian provider of infrastructure solutions and products. Ementor has a leading position in the Norwegian server, communications and security markets. Great importance is attached to the fact that customers and partners have confidence in Ementor s ability to build and deliver the most appropriate solutions. Having the right expertise is therefore high on Ementor s agenda, and the Company is certified at Ementor Annual Report 2005 What does Ementor do?

10 the highest level by its most important suppliers. Ementor has worked on aligning its product and service offerings in The Company develops and manages innovative solutions in the following four business areas: IT platforms Productivity and collaboration Network and communication Security Ementor s goal is to ensure that IT delivers real business value for the customer, internally and externally, and the Company also wants to enable the customer s IT function to document the value generated. Ementor s Norwegian consulting business (Avenir) was sold to EDB Business Partner ASA in January Today Ementor has one of Norway s largest competence bases in the infrastructure area, with more than 380 consultants (in addition to the consulting unit that was sold). The Company will continue to develop this competence base in the future. Ementor s customers in Norway are primarily large and medium-sized private and public enterprises. The Company s solutions can be used in most industries, but Ementor focuses primarily on broadband operators, bank/finance, petroleum/ engineering, health services and local government. External cooperation Ementor builds on strong partner relationships. In Norway the Company is one of the largest partners of international technology suppliers such as HP, IBM, Cisco, Microsoft and SUN. In addition, Ementor has important partner relationships with Norwegian product and service suppliers such as Telenor and ErgoGroup. Ementor has, among others, the following certifications: Cisco Gold Partner, HP Premier Partner, IBM Premier Business Partner, Microsoft Gold Certified Partner, SUN I-Force Partner and Telenor certified partner. In 2005 Ementor was named Business Partner of the Year by IBM Norway. Examples of customers Lyse Tele AS Ementor entered into a framework agreement with Lyse Tele, one of Norway s leading broadband operators in the Triple Play sector, which encompasses, for example, communication equipment, server and storage equipment, and technical services. It was important to us that Ementor had nationwide delivery capacity. They have done a wonderful job so far, and we are looking forward to continued cooperation, says Eirik Gundegjerde, Managing Director of Lyse Tele AS. Eastern Norway Regional Health Authority Ementor is one of three suppliers to Eastern Norway Regional Health Authority for a framework agreement that encompasses PCs, printers, servers, storage, communication, networking, IT security, video conferencing, and consulting services for infrastructure solutions and service agreements. The suppliers were selected based on their competence and ability to deliver in all areas of the framework agreement, says the Deputy Director of Eastern Norway Regional Health Authority, Steinar Marthinsen. Denmark Market and trends The Danish businesses are making major strategic and visionary IT investments again, and the market is showing a lot of interest in the consolidation and development of IT in general. The customers are looking for efficient solutions that support their business operations, and they place high demands on the suppliers innovativeness and ability to It was important to us that Ementor had nationwide delivery capacity. They have done a wonderful job so far, and we are looking forward to continued cooperation. Eirik Gundegjerde, Managing Director of Lyse Tele AS Ementor Annual Report 2005 What does Ementor do?

11 Denmark Revenue: MNOK Number of employees: 629 Number of certifications: 928 Some customers in 2005: BEC Codan Trygg-Hansa Danish Labour Market Supplementary Pension FLSmidth A/S The Directorate for Food, Ficheries and Agri Business Hexal Danish Broadcasting Corporation (DR) Danish State Railway (DSB) Falck Danmark A/S National IT and Telecom Agency National Agency for Enterprise and Construction Ministry of Foreign Affairs of Denmark Ministry of Social Affairs Jyske Bank SDC create value. The competition is intense, and the winners are the suppliers who are able to deliver well-integrated solutions with a component mix that is tailored to the customer s business, at the right price. According to IDC, three out of four Danish businesses are planning to invest in portal solutions before the end of Many businesses expect to develop their ERP applications during the next two years, and more than a third of Danish businesses are planning to phase out one of their key applications. More than half of the businesses in Denmark expect to invest in IP telephony within a year. The primary growth driver in the Danish IT service market is the outsourcing of applications and infrastructure. Such outsourcing is also relevant for small and medium-sized enterprises. Flexibility is an important parameter. It is also expected that the outsourcing of security and network solutions will generate additional growth. The customers are concerned about controlling costs associated with their operations and the maintenance of clients, and customer service solutions will be an obvious optimisation object. Strategy and market offerings Ementor desires to provide added value to Danish customers through individual and flexible solutions and services with a high standard of quality. In 2005 the Company has enhanced the efficiency of its organisation, significantly sharpened its focus and established a far simpler structure based on three main areas: project-based services, service management & outsourcing, and product sales. Ementor s primary business areas in Denmark are: Client management, consolidation and security Hardware service Broadband and IP telephony Employee portals and subsidies administration (TAS) Management of infrastructure and SAP or Oracle solutions SAP Consulting and Business Consulting Ementor consolidated all its management and SAP consultants in Denmark in the newly established company Ementor Consulting A/S as of 1 October Ementor Communication A/S was established on 1 January 2006, and this company consolidates the network and cabling business. Ementor has offices in Ballerup outside Copenhagen and in Århus. Ementor is currently a leading supplier in the Danish market for IT projects, consultants and services, and it offers one of Denmark s broadest ranges of infrastructure solutions, outsourcing, consulting, solutions, and services. Ementor Annual Report 2005 What does Ementor do?

12 Sweden Market and trends Ementor operates in a growing market in Sweden. According to calculations from independent analysts, the Swedish IT market is currently growing by around 5 10 per cent. Since the customers own customers and users are placing ever higher demands on availability, Ementor expects that the growth in the Swedish market will be sustained in the coming years. Ementor has a strong position in the Danish public sector. The Company has, for example, long experience in supplying portals, infrastructure and administrative solutions, business consulting and management services. Ementor has a solid platform in the financial sector and the pharmaceutical industry through a number of longstanding management and service agreements. The Company is well-positioned for the implementation and management of major ERP projects in the energy and transport sector, and it is also a leading cabling project player in the utility and transport sector and in local government. External cooperation Ementor in Denmark possesses a high level of expertise through a great number of certifications. Ementor is a Cisco Gold Partner in Denmark, and it has unique partnerships with several of the world s foremost technology suppliers, such as Microsoft, SAP, Oracle, IBM, HP and Dell. Examples of customers ATP In cooperation with Ementor, ATP has implemented an ERP solution based on SAP. Our cooperation is embedded in being equal partners, and the project has been a success i.a. because of Ementor s excellent combination of outstanding competencies and flexibility, states Lars Damgaard Sørensen, CFO in ATP. Wrist WRIST Group A/S chose Ementor to design and optimize their international infrastructure and implement IP telephony on 16 locations. We are very satisfied with the solution and Ementor s handling of the implementation. The good results are due to Ementor s professionalism and strong competencies within infrastructure and IP telephony, says Henrik Buss, IT Manager. Strategy and market offerings Ementor s focus as a knowledge company is based on solving the customers challenges. Ementor is clearly differentiated in relation to its competitors in Sweden. While the Swedish IT market is divided in general into niches, Ementor can handle the overall IT infrastructure needs of the customers and is competitive in all its areas of expertise at the same time. Ementor is one of Sweden s leading providers of IT infrastructure solutions and products. The Company serves customers all over Sweden from offices in Stockholm, Gothenburg, Växjö and Malmö, offering service, support and a complete range of infrastructure solutions and products in the following areas: Communication Systems Security Information management Ementor places emphasis on exploiting its own competence and products from leading suppliers to meet the customers needs. The customers come from both the public 10 Ementor Annual Report 2005 What does Ementor do?

13 Sweden Revenue: MNOK Number of employees: 236 Number of certifications: 431 and private sector, and the Company is stronger in the public sector and among small and medium-sized enterprises. Ementor does not focus on specific industries in Sweden. Instead, it organises its competence according to the focus areas mentioned above. In Sweden, Ementor s strongest position is in communication. The Company is Sweden s next largest network integrator, and it has a strong position in the market for the supply of network products and services to public authorities and directorates. Ementor is also a leader in the delivery of Cisco IP telephony, and it has delivered several of the largest video solutions in Sweden. Ementor is also Sweden s leading supplier of consolidated system environments and a strong player in security and information management. Ementor s strength lies in its knowledge and experience as a supplier of IT infrastructure solutions and products. In Sweden 170 out of a total of almost 250 employees throughout the country are technicians and consultants with long experience and documented competence. The Company works systematically with the management of its intellectual capital and acquisition of new, relevant knowledge and new skills. External cooperation Ementor cooperates with four market leading main partners Cisco Systems, HP, IBM and Microsoft. A mutual and clear commitment on behalf of the customers represents the foundation of this cooperation. In addition to the four main partners, Ementor in Sweden cooperates with many other partners who contribute important products to the Company s focus areas. These partners include Citrix, PacketFront, McAfee, SAS Institute and Netwise. In Sweden, for example, Ementor is a Cisco Gold Partner, HP Preferred Partner, IBM Premium Partner, Microsoft Gold Partner, Citrix Platina Partner and VMware Enterprise Partner. Examples of customers Statistics Sweden Ementor is building a flexible, stable and secure network and storage solution for Statistics Sweden. This solution includes servers, data storage, networking and security. We had to modernise and we looked for the best quality we could get for our money. Ementor ranked the best in networking and storage. For us the investment Some customers in 2005: 3 (Tre) AstraZeneca City of Stockholm Handelsbanken Karolinska University Hospital Region Västra Götaland Securitas SonyEricsson Statistics Sweden Stena Line Stokab Swedish Armed Forces Telenor Uppsala University is all about better utilisation and keeping abreast of new developments, says Fredrik Hård af Segerstad, who is responsible for the IT infrastructure at Statistics Sweden. GothNet AB Ementor is assisting the main supplier Goth Net AB to build Sweden s largest active city network during the next three years. Ementor is delivering equipment, in addition to a service agreement and other services. This agreement is probably the largest of its kind with respect to city networks this year in Sweden. We are cooperating with strong subcontractors to fulfil this delivery. We have cooperated with Ementor for 15 years and we are very satisfied with what they have delivered. Ementor assumes responsibility when we meet challenges, and once again they have responded very well. That is why we have long-term cooperation, says Mats Devert, Managing Director of GothNet. Ementor Annual Report 2005 What does Ementor do? 11

14 Board of Directors report 2005 was marked by restructuring. A new top management team was in place in the first quarter of 2005, and the Board of Directors concluded its strategic review in the summer of This review determined that there was a great need to reduce the Company s risk profile by focusing operations. The Company s strategy is to focus on maintaining and strengthening Ementor s position as a leading provider of infrastructure solutions and products in the Nordic region. On 1 February 2006, the Board of Directors approved an agreement to merge with Topnordic to create a foundation for growth and added value for shareholders. In connection with the second quarter report for 2005, Ementor presented a thorough review that revealed significant challenges and a substantial need to reduce the Company s risk profile by focusing operations. Several activities were initiated to restructure the operations, and the process started in earnest in the third quarter. The Finnish subsidiary Ementor Finland Oy was sold to Kuopion Puhelin Oyj on 6 September The sale realised liquid assets of MNOK 44. On 3 October Ementor entered into an agreement with the ErgoGroup AS relating to the sale of the outsourcing businesses in Norway and Sweden. This sale realised MNOK 130 in liquid assets in 2005 (payment of an additional MNOK 20 is expected in 2006). The process of establishing an independent consulting business in Denmark was completed in October 2005, and the consulting business in Norway (Avenir), which was not associated with the infrastructure business, was sold to EDB Business Partner AS on 16 January The restructuring has made it possible to implement changes that are expected to reduce the annual operating expenses in Norway and Sweden by around MNOK 100 in The changes included a workforce reduction from the end of the fourth quarter 2005 by more than 100 people in Norway and Sweden. In parallel to the restructuring process, the Company started to look at the opportunities to realise the strategy of strengthening Ementor s position as a leading provider of infrastructure solutions and products in the Nordic region. The first and most attractive step in this strategy, and a method to create a foundation for growth and added value for our shareholders, was the merger with Topnordic. Ementor s Board of Directors approved an agreement to merge with Topnordic on 1 February Topnordic is a privately owned ICT product and infrastructure company with subsidiaries in the Nordic countries and pro forma sales of MNOK for The merged Group had pro forma sales of MNOK for Shareholders of Topnordic received payment in Ementor shares by a new issue in March Based on Ementor s share price ten trading days following the 1 February 2006, Ementor s book equity will increase by MNOK 1 034, and the shareholders of Topnordic will own 49.9 per cent of the merged Company. The merger of the two companies is an important step in the creation of a strong strategic platform for profitable growth in the Nordic market. The merged Company will be the market leader in Norway and Denmark, will hold a number two position in the Swedish market, and will have representation in the Finnish market. The Board of Directors believes that Ementor/Topnordic has good market positions, established customer relationships, 12 Ementor Annual Report 2005 Board of Directors Report

15 Ementor Annual Report 2005 Board of Directors Report 13

16 Estimated IT market growth in the Nordic region (%)* The Scandinavian IT market 2006** (approx. USD 28 billion) Norway Denmark Sweden ** Source: IDC, Q ** Source: Ementor/IDC and motivated and skilled employees at all levels; and that the merged Group is well-positioned to increase the long-term creation of value. Market development and trends The IT market showed a positive development in 2005 in all the markets where Ementor is present. Ementor s markets grew between four and six per cent from 2004 to In the software and services market, the greatest growth is still in advanced services for the outsourcing, server/ storage and communication segments. The hardware volume has increased greatly in quantity, but the growth in sales is relatively modest due to the falling prices. In the software market, software for the management and optimisation of infrastructure made the greatest contribution in 2005 as well. The project market for consulting services, system integration and application development has shown increasing growth throughout Continued growth is expected in all of Ementor s markets in the coming years. It is expected that investments will only be made in solutions that can save costs or increase productivity. Important areas will include centralised data centre, mobility and interaction solutions. Ementor also expects that there will be a greater focus on, and increased investment in, security, due in part to the continuation of the heightened threat situation and in part to the implementation of statutory regulation requirements. Hardware market sales are expected to grow in all three Scandinavian countries in the server, storage and network product areas, while the client market is expected to fall in The strongest growth is expected in server and storage solutions. Ementor believes that the market outlook for 2006 and beyond is good. In 2005 the Company made a determined effort to simplify and focus its core activities to make Ementor s profile and market offerings clearer. Most of the external analyses are positive, and feedback from Ementor s customers reinforces this picture. The anticipated market growth in the Scandinavian countries in 2006 is estimated to be between two and three percent. Ementor desires to make use of the Company s customer relationships and competence base to exploit the market growth within its focus areas. Competitive positioning Ementor had a strong local position in the Scandinavian market and a large, solid customer base for the entire breadth of the Company s offerings in The Company meets competition as a Nordic IT partner and a local player. Ementor also competes with niche players within the various business areas in each country. Ementor s competitors can be divided into two main categories: One group consists of Nordic and international competitors that can offer corresponding products and services, have large resource bases within the various business areas, and opportunities for the direct sale of products. In relation to such competitors, Ementor seeks to build competitive advantages by a local presence, broader competence and greater flexibility. The second group consists of national, regional and local competitors with Åge Korsvold Turid Grotmoll Åge Korsvold (b. 1946) Chairman of the Board MBA Wharton Current position: CEO of Kistefos AS. Previous experience: CEO of Storebrand ASA. Various positions at Procorp, Fondsfinans and Orkla. Various directorships. Chairman of the Board since July Turid Grotmoll (b. 1959) Member of the Board Master of Mgmt., Norwegian School of Management (BI). Engineer from the Norwegian Broadcasting Corp. and various education from IMD, Babson Executive and LOTS. Current position: Director Sales and Market development, Sparebank1 Skadeforsikring AS. Previous experience: Various management positions at Telenor. Member of the Board of Proseq, LA Lund, Lundgruppen, OLTD and SmartClub Telecom. Member of the Board since spring Ementor Annual Report 2005 Board of Directors Report

17 Operating revenues (MNOK)* * Historical figures for are originally reported figures, not adjusted for acquisitions/sale of business or IFRS transition effects. narrower offerings. Ementor s competitive advantages in relation to these companies are its relative size, range of market offerings and broad competence. With its business areas and Scandinavian presence, Ementor has a good foundation for selling and delivering products, solutions and services to companies in Scandinavia. Ementor has strong partnerships with the most important IT players, such as Cisco, Microsoft, IBM and HP. Cooperation based on the products, services and market initiatives of these partners gives our customers good, competitive solutions. Ementor s ambition is to reinforce its position as a leading provider of infrastructure solutions and products in the Nordic region. The Company is committed to providing added value to its customers in the form of business value and the transfer of knowledge. With its broad offerings and interaction with important partners, Ementor has a good position and credibility as an alternative to the international players in the Nordic market. Ementor shall provide products, solutions and services in a form and on terms that can create added value for Ementor s shareholders and employees. Results Even though the Board of Directors expressed an expectation of a general positive development in the ICT market in last year s annual report, they also anticipated that 2005 would bring major challenges to the Ementor Group. With plans for an evaluation of our strategic focus and restructuring of the operations, the Board of Directors envisioned that 2005 would be a transitional year for Ementor. These circumstances have also presented major challenges and had a very negative effect on the Group s results in It has taken a long time to turn this negative profit performance around. It has taken longer to realise the effects of positive development trends in the market due to the major restructuring activities. The results at the end of the year, however, show a significant improvement in relation to the start of the year. The full effect of the implemented improvement measures is not expected until the completion of the restructuring in In 2005, Ementor had consolidated operating revenues of MNOK (as opposed to MNOK in 2004), Income statement, Group 2005 a decline of 13.8 per cent. The reduction in operating revenues is due primarily to the sale of business operations with product sales in Denmark and a general decline in product sales in Norway. Operating revenue growth in Sweden was 0.3 per cent, while operating revenues in Norway and Denmark fell by 7.2 and 32.7 per cent, respectively. The Group s operating loss, after group/ other costs of MNOK 25.0 (MNOK 15.1) and unusual items of MNOK 63.3 (MNOK 126.8), was MNOK , as opposed to MNOK in the previous year. Unusual items in 2005 included costs of MNOK These costs are related to restructuring measures implemented in Norway, Sweden and Denmark; primarily workforce reductions and provisions for vacant offices. In 2005 net financial items totalled MNOK (MNOK -24.1). Operating revenues Operating profit/loss (EBIT) Net financial items/share of profit/loss from associates Profit/loss before taxes (EBT) from continued operations Profit/loss from discontinued operations Group profit/loss before taxes (EBT) Ronny Langeland (b. 1962) Member of the Board B.Com. studies at the Norwegian School of Management (BI) Current position: Private investor and consultant. Previous experience: Director of Investments at Avanse Forvaltning and Storebrand. Member of the Boards of the following stock exchange listed companies: Prosafe, Technor and Conseptor. Member of the Board since spring Cathrine Foss Stene (b. 1964) Member of the Board B. Com., Norwegian School of Economics and Business Administration (NHH), AMP from Harvard Business School, USA Current position: VP Corporate Communications SAS Braathens. Previous experience: VP Strategic Leadership SAS Group, Executive VP Manpower Norge AS, General Manager of Bankpower AS. Chairman of the Board of Fjellinjen AS, Member of the Board of Arbeidsforskningsinstituttet AS. Member of the Board since Ronny Langeland Cathrine Foss Stene Ementor Annual Report 2005 Board of Directors Report 15

18 The profit/loss before taxes from continued operations was MNOK (MNOK ). The profit/loss before taxes from discontinued operations was MNOK 97.5 (MNOK 9.2). The sale of Finnish business operations and the outsourcing business operations in Norway and Sweden is included here. After taxes of MNOK 0.1 (MNOK 10.0) the ordinary loss for the year was MNOK (MNOK ). Equity, financing and cash flow Equity and debt financing The Board of Directors believes that the financial statements for 2005 give a true and fair view of the Company s and the Group s financial status as of 31 December 2005 and of results, cash flow and changes in equity in the financial year. The financial statements were prepared on the basis of the going-concern assumption. The Group s equity at the end of the year was MNOK 86.5 (MNOK 238.3). The Group s equity ratio at the end of the year was 5.0 per cent, as opposed to 11.2 per cent at the end of the previous year. The equity is low due to the losses realised and the restructuring measures implemented in The Group has been undercapitalised and its financial capacity has not been in accordance with its risk profile in However, a number of measures were implemented in 2005 and the beginning of 2006 to secure adequate capitalisation of the Group: The sale of businesses has generated liquidity and equity, which has financed other restructuring measures and reduced the Group s financial risk profile. An agreement on a financial platform for the restructuring of the Group was negotiated in 2005 in cooperation with the Company s largest shareholder, Kistefos, and the banks. This platform consisted of an equity guarantee of MNOK 100 from Kistefos and support from the banks to apply the liquid assets through the restructuring activities. On 1 February 2006 an agreement was entered into to merge with the Danish owned company Topnordic. The merger involves a share capital increase that will give the Group MNOK in new equity based on the share price ten trading days following the 1 February 2006 annoucement. Holdings of cash and cash equivalents totalled MNOK (MNOK 557.8) as of 31 December The unused portion of drawing facilities amounted to MNOK 100. After the deduction of restricted funds, Ementor s liquidity reserve was MNOK (MNOK 652.0) at the end of the year. The Group s liquidity situation was good at the end of the year and will improve further upon the sale of Avenir in January At the end of 2005 the Group had drawn MNOK 214 on a facility of MNOK 300 for the sale of accounts receivable (securitisation), which has been provided by Skandinaviska Enskilda Banken (SEB). This was the maximum financing available based on the size of the accounts receivable from customers at the end of the year. The amount available for borrowing under the facility will vary depending on the size of the accounts receivable. In addition, MNOK 125 (MNOK 125) was drawn on the loan facility from DnB NOR as of 31 December Net interest-bearing debt as of 31 December 2005 was MNOK 47.6 (interest-bearing receivables), as opposed to MNOK one year earlier. In the opinion of the Board of Directors, Ementor had adequate financing in 2005 and at the beginning of 2006 based on the measures implemented and adopted in Cash flow and working capital The Group has focused for several years on keeping a low level of tied-up working capital, which is the sum total of accounts receivable, non-interest bearing short-term accounts receivable and the value of inventories, after the deduction of accounts payable and other current liabilities. As of 31 December 2005, the working capital was MNOK (-4.6 % of annualised operating revenues in the 4th quarter), as opposed to MNOK (-4.6 %) one year earlier. The Group s cash flow from operations was MNOK (MNOK 132.1) in This includes the payment of restructuring provisions of MNOK 77.6 (MNOK 42.4) made earlier. The Group has largely attempted to 16 Dag Sørsdahl Knut Øversjøen Dag Sørsdahl (b. 1963) Member of the Board MSc, University of Lund. Masters degree, Norwegian School of Economics and Business Administration (NHH). PMD, Harvard Business School. Current position: Investment Manager, Kistefos AS. Previous experience: Senior VP, Norway Post AS. Investment Banking, Carnegie ASA. Senior VP, Schibsted ASA. Member of the Boards of Atex Group Ltd. and Advanzia Bank SA. Member of the Board since November Ementor Annual Report 2005 Board of Directors Report Knut Øversjøen (b. 1965) Member of the Board Bachelor of Commerce, Norwegian School of Management (BI). Current position: President & CEO, Kverneland Group. Previous experience: Executive VP Finance and M&A/CFO, Umoe ASA, CFO, PGS ASA. CFO, Enitel ASA (restructuring). M&A, Elkem ASA. CFO, Hafslund ASA and Hafslund Nycomed. Member of the Boards of Umoe Catering AS, Sønnico AS, Unitor ASA, Kverneland ASA, Actinor Shipping ASA, Fesil ASA, Sparebank1 MidtNorge, Pemco AS, Tensil Ltd. and Pelican AS. Member of the Board since November 2004.

19 Development number of employees Number of employees as of 31 December Norway Denmark Sweden Group Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q limit its level of investments with the exception of investments in a new ERP system. Net ordinary investments totalled MNOK in 2005 (MNOK ) and ERP system investments accounted for MNOK 32.7 (MNOK 62.3) of this amount. Net cash flow in 2005 was MNOK (MNOK 238.4). Financial risk Market risk The Company is exposed to foreign currency fluctuations, especially Swedish Kronor (SEK), Danish Kroner (DKK), and US Dollars (USD). The Company s policy is to hedge any significant stock or loan transactions with foreign currency exposure. The Company is also exposed to fluctuations in interest rates, since most of the Company s debt has adjustable interest rates. Credit risk The risk that contracting parties do not have the financial capacity to fulfil their obligations is regarded as low, since there have historically been very few losses on receivables. No agreements relating to setting off claims or other financial instruments that would minimise the Company s credit risk have been established. Liquidity risk The Company considers its liquidity to be good. The Group has established a common cash pool system in Norway, Sweden and Denmark to manage cash flows in the Group as efficiently as possible. Shares and shareholders Ementor s shares fell 25.8 per cent in 2005, from NOK 3.02 to NOK The low for the year was NOK 1.24 on 21 October. The high for the year was NOK 3.17, which was quoted on 3 January. The information technology index fell 20.2 per cent during the same period. A total of million shares in Ementor were traded for a total of MNOK in Each share changed hands 3.6 times on average during the year, compared with 6.9 times in There were shareholders at year end, 11.6 per cent fewer than the previous year. As of 31 December 2005 the registered share capital was NOK , divided into shares with a par value of NOK 1. The Annual General Meeting in 2004 authorised the Board of Directors to establish a new option programme with a maximum of 20 million shares. As of 31 December 2005, 12.5 million shares had been issued pursuant to this authorisation (Note 14 to the Financial Statements). During the year the Company s largest known shareholder, Kistefos AS and associated companies and persons, maintained its ownership interest (owned and controlled shares) of 21.9 per cent. Ementor s Chairman of the Board, Åge Korsvold, is the CEO of Kistefos AS. Employees At the end of 2005 Ementor had a total of employees, as opposed to at the end of the previous year. This reduction is due primarily to a general workforce reduction. Extensive reorganisation processes and a focus on cost-effectiveness marked the year Truls Berntsen (b. 1960) Member of the Board (employee elected) Certificate of apprenticeship construction machine repairer, Personnel and org. development 2-year, Norwegian School of Management. Current position: Senior sales consultant, Ementor Norge AS. Previous experience: Construction machine repairer, member of trial committee for skill training Oslo Municipal, senior shop steward Verkstedklubben Pay & Brinck Jern & Metall, board member Jern & Metall dep. Oslo, board member Pay & Brinck AS, member of corporate assembly Dyno Industrier, personnel consultant Pay & Brinck AS, network responsible Pay & Brinck AS. Member of the Board since April Heljar Heradstveit (b. 1964) Member of the Board (employee elected) Degree in economics, Norwegian School of Management (BI) Current position: Business Controller, Ementor Norge AS. Previous experience: Department Manager and Senior Consultant at Eterra AS. Logistic Manager at Teamco Systemsenter and Systems Programmer at Teamco ADB. Member of the Board since Truls Berntsen Heljar Heradstveit Ementor Annual Report 2005 Board of Directors Report 17

20 Age breakdown, all employees Nordic 2005 Percentage men/women Nordic Men 77 % Women 23 % < >60 A knowledge-driven organisation like Ementor creates value by effective development and exploitation of the Company s expertise. This places great demands on managers. Management appraisal and development programs are important tools in this work. Sales training has also been a focus area during the past year. A great deal of importance is still attached the development of all employees. Goal and development interviews were held with all the employees, and employee surveys were conducted in every country. The implementation of SAP as a new ERP system in Norway and Denmark has placed high demands on the adaptation of all the work processes. The average number of man-year equivalents employed by Ementor in 2005 was 1 922, as opposed to in For the operations as a whole, registered sickness absences was 4.0 per cent, a decline of one percentage point from There were no serious accidents or injuries in connection with the Company s activities in The Company has worked systematically with health, safety and the environment, and uses its own HSE tools. Diversity contributes to better decisions and strengthens innovativeness. Ementor considers the stimulation of diversity in the organisation and its exploitation to be of significant importance. The Company s goal is for groups at all levels to represent different experience, ages, genders and other backgrounds. At the end of 2005 the percentage of women among Ementor s employees in the Scandinavia was 23 per cent (23 per cent in Norway). The Company is working systematically to recruit more women at all levels. In addition, an effort is being made to ensure that women stay at Ementor both today and tomorrow. Equal status surveys have been conducted, and plans of action have been established. Dedicated coordinators have been appointed in all three Scandinavian countries. As of 31 December 2005, 33 per cent of the shareholder-elected representatives on the Board of Directors, were women. The Company is working on increasing this percentage in accordance with the demands currently being made of Norwegian boards. Ementor Norway participates in ICT Norway s Od@ program, the aim of which is to increase the percentage of women managers in ICT Norway s member companies. Reorganisation, workforce reductions and cost-saving processes place major demands on the employees cooperativeness and flexibility. The Board of Directors would like to thank all the employees for their great efforts and cooperativeness that contribute to the development of Ementor. Change in number of employees 2005 Employees as of 31 December Net reduction due to natural attrition and restructuring Employees as of 31 December Ulf Dahl Ryen (b. 1966) Member of the Board (employee elected) Master of Science, Information Technologies Current position: Sales Manager Ementor Norge AS. Previous experience: Support Manager Merkantildata, IT Manager Bolig- og Næringsbanken, Key Account Manager Eterra. Ulf Dahl Ryen Member of the Board since April Ementor Annual Report 2005 Board of Directors Report

21 Board of Directors and corporate management As of the Extraordinary General Meeting of 4 November 2004, the Board of Directors has consisted of the following shareholder-elected members: Board Chairman: Åge Korsvold Board members: Turid Grotmoll, Ronny Langeland, Cathrine Foss Stene, Dag Sørsdahl and Knut Øversjøen As of the Annual General Meeting of 20 April 2005, the employee-elected members have comprised: Board members: Truls Berntsen, Heljar Heradstveit and Ulf Dahl Ryen There have been significant corporate management changes in Jo Lunder took office as the President and CEO on 7 February. Ementor Norway and Ementor Denmark have both replaced their Managing Directors in Ole Morten Settevik took office as the Managing Director of Ementor Norge AS on 12 January, and Carsten Dilling assumed the corresponding position at Ementor Danmark A/S on 17 March. As a result of the merger with Topnordic, Ole Morten Settevik decided to resign from his position. In addition to responsibility as the President and CEO, Jo Lunder assumed responsibility as the Managing Director of Ementor Norge AS from 2 February Rune Falstad assumed the position of Executive Vice President and Chief Financial Officer from 1 August. Ementor s corporate management consists of the following members: Jo Lunder, President and CEO of Ementor ASA and Managing Director of Ementor Norge AS Rune Falstad, Executive Vice President and Chief Financial Officer Ementor ASA Carsten Dilling, Managing Director of Ementor Danmark A/S and Deputy CEO of Ementor ASA Johan Rittner, Managing Director of Ementor Sverige AB Environmental measures The physical products that Ementor sells are developed and manufactured by international technology companies. Ementor does not have any production of physical products, and the distribution is largely outsourced to distribution partners. Hence there is little pollution connected with the Company s own operations. Ementor participates in measures required by law to protect the environment, including schemes to return obsolete ICT equipment in Norway. The Group utilises modern and functional offices as a tool for improving the working environment among the employees. Source separation of waste has been introduced at most of the Group s offices. Corporate governance and company management The annual report includes a separate description of the Group s guidelines and control routines. The key principles of Ementor s policies in this area are: An open information policy Equal treatment of all shareholders A Board of Directors consisting of outside members that are not associated with the Company s operations See also the separate section on corporate governance and company management on page 56. Outlook for 2006 The macroeconomic outlook is relatively good at the start of 2006, and the market outlook for Ementor s focus areas is positive. The year 2005 was marked by restructuring, and in spite of the improvement in the fourth quarter results compared to the start of the year, Ementor must continue to reduce its cost base and improve the internal control of its underlying operations. The Company s focus on infrastructure solutions and products in the Nordic region and the merger with Topnordic will consolidate our position as a leading provider of infrastructure solutions and products. The Board of Directors believes that Ementor/Topnordic has good market positions, established customer relationships, and motivated and skilled employees at all levels; and that the merged Group is well-positioned with a view to increasing the long-term creation of value. The Board of Directors is looking forward to Ementor s performance in Oslo, 7 March 2006 Åge Korsvold Chairman of the Board Turid Grotmoll Ronny Langeland Cathrine Foss Stene Dag Sørsdahl Knut Øversjøen Truls Berntsen Heljar Heradstveit Ulf Dahl Ryen Jo Lunder President and CEO Ementor Annual Report 2005 Board of Directors Report 19

22 Consolidated income statement/balance sheet Ementor Group Consolidated income statement IFRS NGAAP 1) (Amounts in MNOK) Note Operating revenues Goods consumed Employee compensation and benefit expense Depreciation and amortisation 8, Other operating expenses Unusual items Operating profit/loss Finance income Finance cost Net finance Share of profit/loss of associates Profit/loss before taxes from continued operations Taxes on continued operations Profit/loss for continued operations Discontinued operations Ordinary profit/loss for the year Earnings per share (Amounts in NOK) - basic, group total diluted, group total basic, continued operations diluted, continued operations ) Figures from the NGAAP financial statement for 2004 with comparative figures for 2003 (not restated for operations dicontinued in 2005). Consolidated balance sheet IFRS (Amounts in MNOK) Note ASSETS Property, plant and equipment Goodwill Other intangible assets Non-current assets Inventories Trade receivables Other receivables Cash and cash equivalents Current assets Total assets EQUITY AND LIABILITIES Share capital Other reserves Retained earnings Shareholders equity Interest-bearing borrowings/liabilities Retirement benefit obligations Non-current liabilities Trade payables Interest-bearing borrowings/liabilities Provisions Other liabilities Current liabilities Total liabilities Total equity and liabilities Oslo, 7 March 2006 Åge Korsvold Chairman of the Board Turid Grotmoll Ronny Langeland Cathrine Foss Stene Dag Sørsdahl 20 Knut Øversjøen Truls Berntsen Heljar Heradstveit Ulf Dahl Ryen Jo Lunder President and CEO Ementor Annual Report 2005 Financial Statements

23 Consolidated statements of changes in equity/cash flows Ementor Group Consolidated statement of changes in equity (Amounts in MNOK) Share capital 1) Other reserves 2) Retained earnings Total equity Balance as of 1 January Currency translation differences Profit for the year Employees share option scheme, value of employee services Issue of share capital Changes related to own shares Balance as of 31 December Balance as of 1 January Currency translation differences Profit for the year Employees share option scheme, value of employee services Issue of share capital Balance as of 31 December ) See Note 14. 2) Other reserves are entirely currency translation adjustments. Consolidated statement of cash flows (Amounts in MNOK) Note Profit/loss before taxes 1) Depreciation Gain/loss on disposal of subsidiaries Share of profit/loss and gain/loss on disposal of associates Change in inventory Change in trade receivables Change in trade payables Change in other accruals Taxes paid Net cash flow from operations Aquisition of subsidiaries/businesses Disposal of subsidiaries/businesses Purchase of property, plant, equipment and IT-systems Proceeds from sale of property, plant, equipment and IT-systems Sale of other investments Net cash flow from investing activities Proceeds from share issues Proceeds from borrowings Repayments of borrowings Net cash flow from financing activities Net cash flow for the year Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year ) Includes all interests paid and received (see Note 22). Ementor Annual Report 2005 Financial Statements 21

24 Notes Ementor Group Note 1 General information Ementor is a leading provider of infrastructure solutions and products in Scandinavia with headquarter in Oslo. The Company has a strong position with key global technology partners such as Cisco, IBM, Microsoft and HP. Ementor had employees as of 31 December The Company is located in Norway, Denmark and Sweden with 12 offices. The Company is a limited liability company incorporated and domiciled in Norway. The address of its registrated office is Brynsalléen 2, Oslo. Ementor ASA is listed on the Oslo Stock Exchange and had shareholders as of 31 December Kistefos AS is currently the largest single shareholder with 21.9 % of the shares. Ementor is reporting its consolidated financial statements in accordance with IFRS (International Financial Reporting Standards), as determined by EU. All numbers are presented in NOK millions (MNOK). These consolidated financial statements have been approved for issue by the Board of Directors on 7 March Because of the loss in 2005, the Board of Directors has decided that no dividend shall be paid for The Board proposes that the loss of the parent company Ementor ASA of MNOK should be covered by a transfer from the premium fund by MNOK and a transfer to carried forward losses by MNOK Free equity that can be distributed as a dividend totals MNOK 0. Note 2 Summary of significant accounting policies 2.1 Basis of preparation The consolidated financial statements of Ementor have been prepared in accordance with International Financial Reporting Standards (IFRS) as determined by EU, and include Ementor ASA and subsidiaries in which Ementor ASA, directly or indirectly, has a controlling interest through ownership interests or agreements. The consolidated financial statements have been prepared under the historical cost convention, and modified by any revaluation of assets and liabilities at fair value through profit or loss according to the policies for the relevant areas. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying Ementor s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed separately. Certain new standards, amendments and interpretations to existing standards have been published. These are as follows and are mandatory for the Group s and holding company s accounting periods from 2006 or later, but which the Group has not early adopted: IAS 19 (Amendment), Employee Benefits (effective from 1 January 2006) IAS 39 (Amendment), Cash Flow Hedge Accounting of Forecast Intragroup Transactions (effective from 1 January 2006) IAS 39 (Amendment), The Fair Value Option (effective from 1 January 2006) IAS 39 og IFRS 4 (Amendment), Financial Guarantee Contracts (effective from 1 January 2006) IFRS 1 (Amendment), First Time Adoption of International Financial Reporting Standards and IFRS 6 (Amendment), Exploration for and Evaluation of Mineral Resources (effective from 1 January 2006) IFRS 6, Exploration for and Evaluation of Mineral Resources (effective from 1 January 2006) IFRS 7, Financial Instruments: Disclosures, and a supplementary change of IAS 1, Presentation of Financial Statements - Capital Disclosures (effective from 1 January 2007) IFRIC 4, Determining whether an Arrangement contains a Lease (effective from 1 January 2006) IFRIC 5, Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds (effective from 1 January 2006) IFRIC 6, Waste Electrical and Electronic Equipment (effective from 1 January 2006) The management judgement is that none of these changes are relevant for the Group s and holding company s current operations and financial statements in Consolidation Subsidiaries Subsidiaries are all entities over which Ementor has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to Ementor. They are de-consolidated from the date that control ceases. Ementor uses the purchase method of accounting to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of Ementor s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Minority interests are included in Ementor s income statement, which is specified as majority and minority interests. Correspondingly, minority interests are included as part of Ementor s shareholders equity and is specified on the balance sheet. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are correspondingly eliminated. Accounting policies for subsidiaries have been changed where necessary to ensure consistency with the policies adopted by Ementor Associates Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20 % and 50 % of the voting rights. Investments in associates are accounted for by the equity method of accounting and are initially recognised at cost. Investment in associates includes goodwill identified on acquisition. The share of any associates post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative postacquisition movements are adjusted against the carrying amount of the investment. When the share of losses in an associate equals or exceeds its interest in the associate, further losses are not recognised, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions with associates are eliminated to the extent of Ementor s interest in the associates. Unrealised losses are also eliminated. Accounting policies for associates should be changed where necessary to ensure consistency with the policies adopted by Ementor Discontinued operations In connection with the sale or winding-up of a substantial part of operations, revenues, expenses and gains/losses tied to the discontinued 22 Ementor Annual Report 2005 Financial Statements

25 Notes Ementor Group operations are reported separately from Ementor s other income items. Income elements, gains/losses and tax expenses for discontinued operations are presented net on one separate line in the income statements. The criteria for this accounting presentation are that a binding sales agreement has been signed for assets that can be attributed to the operations in question or the operations are made available for sale by decision-making bodies, actively marketed for sale and it is highly probable that a sale will be carried out within one year Temporary ownership Companies acquired for the purpose of temporary ownership and held for sale within twelve months from the balance sheet date are not consolidated or treated as associates. Such shareholdings are presented as non-current available-for-sale financial assets. 2.3 Comparatives Comparative figures for previous years are changed in the event of significant changes in accounting principles. If changes are made in classifying and grouping accounting items, the comparative figures are changed accordingly. This also applies when presenting discontinued operations on separate lines on the income statement (the corresponding figures for the balance sheet are not changed). Historical figures are not changed in the event of changes in Group composition or the acquisition of subsidiaries. 2.4 Segment reporting Ementor s primary reporting format is the geographical segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments. Ementor s secondary reporting format is the business segments. A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. In the segment reporting, the internal gain on sales between the various segments is eliminated. 2.5 Foreign currency translation Functional and presentation currency Items included in the financial statements of each of Ementor s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Norwegian kroners (NOK), which is the functional and presentation currency of Ementor ASA Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except if deferred in equity as qualifying cash flow or net investment hedges. Translation differences on non-monetary items, such as equities held at fair value through profit or loss, are reported as part of the fair value gain or loss. Translation differences on non-monetary items, such as equities classified as available-for-sale financial assets, are included in the fair value reserve in equity Group companies The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet. (ii) Income and expenses for each income statement are translated at average exchange rates. (iii) All resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders equity. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. 2.6 Classification Assets are classified as current when intended for sale or consumption in the normal operating cycle, or held primarily for the purpose of being traded, or expected to be realised within twelve months, or classified as cash or equivalents. All other assets are classified as non-current. Liabilities are classified as current when expected to be settled in the normal operating cycle, or held primarily for the purpose of being traded, or due to be settled within twelve months, or there are no unconditional rights to defer settlement for at least twelve months. All other liabilities shall be classified as non-current. 2.7 Property, plant and equipment Recognition For the years presented, Ementor owns no land or buildings. Computer equipment, office machines vehicles and office furnishing/fittings are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Repair and maintenance costs are charged to the income statement during the financial period in which they are incurred. Costs are included in the asset s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to Ementor and the cost of the item can be measured reliably. Depreciation is calculated using the straight-line method to allocate their cost over their estimated useful lives as follows: (i) Computer equipment, 3-5 years (ii) Office machines, 3-5 years (iii) Vehicles, 3-5 years (iv) Office furnishing/fittings, 3-10 years The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset s carrying amount is written down immediately to its recoverable amount if the asset s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement Finance leases Leases for which most of the risk rests with the renter are classified as finance leases. Ementor presents finance leases in the financial statements as assets and liabilities, equal to the present value of the cash flow to the lease. When calculating the present value of the lease the implicit interest cost in the lease is used when it can be determined. If it Ementor Annual Report 2005 Financial Statements 23

26 Notes Ementor Group cannot be determined, Ementor s marginal borrowing rate in the market is used. Direct costs relating to the lease are included in the asset s cost price. Monthly rent is separated into an interest element and a repayment element. Interest costs are allocated to different periods, so that the effective interest rate is the same in different periods. Assets that form part of a finance lease are depreciated. The depreciation period is consistent for equivalent assets that are owned by Ementor. If it is not certain that Ementor will take over the asset when the lease expires, the asset is depreciated over the lease s term or the depreciation period for equivalent assets owned by Ementor, whichever is the shorter. If a sale and leaseback transaction results in a finance lease, any gain will be postponed and recognised as revenue over the period of the lease Operating leases Leases for which most of the risk rests with the other contracting party are classified as operating leases. Lease payments are classified as operating costs and recognised in the income statement during the contract period. If a sale and leaseback transaction results in an operating lease and it is clearly stated that the transaction has been carried out at its fair value, any gain or loss will be recognised in the income statement when the transaction is carried out. If the sales price is less than the fair value, any gain or loss will be recognised in the income statement directly, apart from in situations when this leads to future lease payments that are below the market price. In such cases, the gain/loss is amortised over the lease period. If the sales price is above the fair value, the excess price is amortised over the asset s estimated period of use. 2.8 Intangible assets Recognition Intangible assets are recognised in the balance sheet if it can be proven that there are probable future economic benefits that can be attributed to the asset, which is owned by Ementor; and the asset s cost price can be reliably estimated. Intangible assets are recognised at their cost price. Intangible assets with indefinite useful lives are not amortised, but impairment losses are recognised if the recoverable amount is less than the cost price. The recoverable amount is calculated each year or if there are any indications of a fall in value. Intangible assets with a finite useful life are amortised and any need for impairment losses to be recognised is considered. Depreciation is carried out using the straight-line method over the estimated useful life. The amortisation estimate and method will be subject to an annual assessment Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of Ementor s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisitions of associates is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units represents the lowest levels for which there are separately identifiable cash flows. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold Computer software and development cost Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives. Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Computer software development costs recognised as assets are amortised over their estimated useful lives. 2.9 Impairment of non-financial assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units) Financial instruments Ementor classifies financial instruments in the following categories: Held-to-maturity Financial instruments with fixed or determinable cash flows and a fixed maturity that the Group has the positive intention and ability to hold to maturity are classified as held-to-maturity investments. Financial instruments that are held to maturity are included in the non-current asset unless the maturity date is less than 12 months after the balance sheet date. Investments held to maturity are carried at amortised cost. The interest element is disregarded if it is insignificant At fair value through profit or loss Financial instruments that are held with the intention of making a gain on short-term fluctuations in prices are classified as financial assets at fair value through profit or loss. Financial instruments at fair value through profit or loss are classified as current assets, and are carried at fair value at the balance sheet date. Changes in the fair value are recognised in the income statement and included in the net financial income/expenses. Derivatives are also classified under this group when not part of a hedge according to IAS Financial assets available-for-sale All other financial instruments, with the exception of loans and receivables originally issued by the company, are classified as available for sale. Financial instruments that are available for sale are presented as current assets if the management has decided to sell the instrument within 12 months of the balance sheet date. Available for sale financial instruments are carried at fair value at the balance sheet date. The gain or loss resulting from changes in the fair value are recognised directly in equity until the investment has been disposed of. The accumulated gain or loss on the financial instrument that has previously been recognised in equity will then be reversed and the gain or loss will be recognised in the income statement Inventories Purchased goods for resale are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less selling expenses. Cost is determined using the first-in, first-out (FIFO) method. Ementor also holds an inventory to satisfy the need for spare-parts related to service contracts. The spare- parts inventory is recognised at cost less accumulated linear write-downs over the average length of the contracts Trade receivables Trade receivables, including work in progress, are recognised at amortised cost. The interest element is disregarded if it is insignificant. A provision for impairment of trade receivables is established when there is objective evidence that Ementor will not be able to collect all amounts due according to the original terms of receivables. 24 Ementor Annual Report 2005 Financial Statements

27 Notes Ementor Group The amount of the provision is the difference between the asset s carrying amount and the estimated future cash flows expected to be received. The periods change in provisions are recognised in the income statement Cash and cash equivalents Cash includes cash in hand and at bank. Cash equivalents are short-term liquid investments that can be converted into cash within three months and to a known amount, and which contain insignificant risk elements. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet Share capital Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Costs directly attributable to the issue of new shares related to an acquisition of a business, are included in the cost of acquisition as part of the purchase consideration. Where any Group company purchases the Company s equity share capital (own shares), the consideration paid, including any directly attributable costs (net of income taxes,) is deducted from equity attributable to Ementor s equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable transaction costs and the related income tax effects, is included in equity attributable to Ementor s equity holders Borrowings Borrowings are recognised at fair value, net of transaction costs incurred. Transaction costs are charged as an expense over the term of the loan (effective interest rate). Borrowings are classified as current liabilities unless Ementor has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date Income tax Income tax consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all taxable temporary differences, with the exception of: (i) Goodwill for which amortisation is not deductible for tax purposes (ii) Temporary differences relating to investments in subsidiaries, associates or joint ventures when the Group decides when the temporary differences are to be reversed and this is not expected to take place in the foreseeable future. In the case of recent losses, deferred tax assets are recognised when there are convincing evidence that Ementor will have a sufficient profit for tax purposes to utilise the tax asset. At each balance sheet date, Ementor carries out a review of its unrecognised deferred tax assets and the value it has recognised. Ementor recognise formerly unrecognised deferred tax assets to the extent that it has become probable that Ementor can utilise the deferred tax asset. Similarly, Ementor will reduce its deferred tax assets to the extent that it can no longer utilise these. Deferred tax and deferred tax assets are measured on the basis of the current tax rates and laws applicable to the companies in the Group where temporary differences have arisen. Deferred tax and deferred tax assets are recognised irrespective of when the differences will be reversed. Deferred tax and deferred tax assets are recognised at their nominal value and classified as a non-current asset or a long-term liability in the balance sheet Employee benefits Pension obligations Group companies operate various pension schemes. The schemes are generally funded through payments to insurance companies. Ementor has both defined benefit and defined contribution plans. Ementor s schemes in Norway are defined benefit plans. The schemes in the other Nordic countries are defined contribution plans. A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. A defined contribution plan is a pension plan under which Ementor pays fixed contributions into a separate entity. Ementor has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions, in excess of the greater of 10 % of the value of plan assets or 10 % of the defined benefit obligation, are charged or credited to income over the employees expected average remaining working lives. Past-service costs are recognised immediately in income, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time. In this case, the past-service costs are amortised on a straightline basis over the vesting period. For defined contribution plans, Ementor pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Ementor has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due Share-based compensation Employee options at Ementor represent rights for employees to subscribe to shares in the company at a future date at a predetermined subscription price (subscription right). Subscribing normally requires continued employment. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted. At each balance sheet date, the entity revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the income statement, and a corresponding adjustment to equity over the remaining vesting period. The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium when the options are exercised Termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. Ementor recognises termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy Bonus plans Ementor recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation Provisions Provisions are recognised when Ementor has a valid liability (legal or constructive) as a result of events that have taken place and it can be proven probable (more probable than not) that a financial settlement Ementor Annual Report 2005 Financial Statements 25

28 Notes Ementor Group will take place as a result of this liability, and that the size of the amount can be measured reliably. Provisions are reviewed on each balance sheet date and their level reflects the best estimate of the liability. When the effect of time is insignificant, the provisions will be equal to the size of the expense necessary to be free of the liability. When the effect of time is significant, the provisions will be the present value of future payments to cover the liability. Restructuring provisions only include direct expenses linked to the actual restructuring that is necessary and which is not part of the dayto-day operations. Restructuring provisions are recognised when the company has a detailed restructuring plan in which the business area is identified; the premises and type of departments that will be affected, the number of employees who will be compensated for dismissal, the type of expenses that will be incurred and when the restructuring is to begin have been clarified; and the restructuring plan has been commenced or communicated to those who will be affected by it. Provisions are not recognised for future operating losses Contingent liabilities and assets Contingent liabilities are defined as: (i) Possible obligations resulting from past events whose existence depend on future events. (ii) Obligations that are not recognised because it is not probable that they will lead to an outflow of resources. (iii) Obligations that cannot be measured with sufficient reliability. Contingent liabilities are not recognised in the annual financial statements apart from contingent liabilities, which are acquired through the acquisition of an entity. Significant contingent liabilities are stated, with the exception of contingent liabilities where the probability of the liability occurring is remote. A contingent asset is not recognised in the annual financial statements, but is stated if there is a certain level of probability that a benefit will accrue to Ementor. has accepted the deliverance and collectibility of the related receivables is reasonably assured. Revenue is recognised as follows for Ementor s different types of revenues: Products Sales of goods are recognised when Ementor has delivered products to the customer. Products channelled directly from the distributor to the customer are in all essentials made on the account of Ementor s own risk and reward, and therefore presented as gross sales in the income statement Consulting Consulting revenues billed by the hour delivered, are recognised when Ementor has delivered the services to the customer Fixed price projects Includes both fixed price consulting projects and combined consulting and product deliveries. Project revenue and costs related to earned revenue are recognised according to the stage of completion of the project. The stage of completion is determined based on accrued cost related to services delivered compared to total estimated cost for the project. Earned revenue for the period is earned revenue at the balance sheet date, less earned revenue in prior periods. Costs related to earned revenue are total estimated costs multiplied by the degree of completion. Costs of earned revenue for the period are increases in the amount from prior periods. Any expected excess of total project costs over total project revenue is recognised as an expense in the period identified Service contracts Includes time-limited service & support and outsourcing contracts, or contracts running until dismissal by either party. Service revenues are recognised in the accounting period in which the services are rendered, and such revenues are normally allocated linear over the length of the contracts. Costs related to earned service revenues are recognised according to the stage of completion. The stage of completion represents recognised revenues compared to total revenues for the contract Revenue recognition Revenue comprises the fair value for the sale of goods and services, net of value-added tax, rebates and discounts and after eliminated sales within the Group. Revenues are not recognised unless the customer Note 3 Transition to IFRS From 2005 Ementor is reporting its interim consolidated financial statements in accordance with IFRS (International Financial Reporting Standards) as determined by EU. The transition date was 1 January 2004, providing comparable IFRS figures for For previous years, Ementor has reported in accordance with NGAAP (Norwegian Generally Accepted Accounting Principles). The IFRS transition effects for Ementor were explained in a report published 18 April 2005, and can be found on the Group s web sites at The 1 January 2004 and 31 December 2004 comparative IFRS equity is reconciled against NGAAP in the following table: (Amounts in MNOK) NGAAP equity IFRS adjustments: Deferred tax asset 1) Goodwill 2) Employee benefits 3) Temporarily owned companies 4) Lease agreements 5) Other changes 7) Total IFRS adjustments IFRS equity Ementor Annual Report 2005 Financial Statements

29 Notes Ementor Group The 2004 comparative results according to IFRS and NGAAP are reconciled in the following table: (Amounts in MNOK) 2004 NGAAP profit/loss for the year IFRS adjustments: Goodwill 2) 10.6 Temporarily owned companies 4) 35.7 Share based payments 6) -3.8 Lease agreements 5) 0.1 Other changes 6) -2.1 Total IFRS adjustments 40.5 IFRS profit/loss for the year Differences between Group 2004 net cash flow according to IFRS (MNOK 238.4) and NGAAP (MNOK 240.2) is entirely related to temporarily owned companies consolidated under IFRS. Explanation of IFRS adjustments: 1) Deferred tax assets are not recognised at transition to IFRS. NGAAP is a combination of requirements from the accounting act, accounting standards and established accounting practice. Under NGAAP, deferred tax assets have been generally been capitalised to the extent that it is probable that net timing differences and tax losses carried forward giving rise to the deferred tax assets can be utilised. Under IFRS, capitalisation of deferred tax assets is subject to strict requirements in respect of probability, as an entity with a history of recent losses can only recognise deferred tax assets related to carry forward losses and other temporary differences to the extent that there is convincing evidence that sufficient taxable profit will be available. To reflect the stricter recognition criteria s according to IFRS, no deferred tax assets are recognised at transition. 2) Under IFRS, goodwill is no longer amortised but frozen at the NGAAP carrying value on transition, and tested annually for impairment. 3) All cumulative estimation differences of actuarial and financial losses related to pensions are recognised in equity at the transition date. 4) Companies acquired for the purpose of temporary ownership and held for sale are consolidated or treated according to the equity method under IFRS (the companies are owned by Ementor for more than one year at the transition date). Under NGAAP the investments were carried at cost less write-downs. 5) An IFRS assessment of all Groups lease agreements, has resulted in a reclassification of some IT leasing agreements from operating leases to finance leases. 6) Under NGAAP an expense was only recognised for stock-options with a positive intrinsic value on the date of issue. Social security tax on the taxable advantage for the employees was charged to expense based on the intrinsic value on the balance sheet date. Under IFRS, an expense is recognised in the income statement for all share-based payments. This expense is calculated based on the fair value at the date of the award, using a stock-option pricing model. 7) Includes changes related to the IFRS pension calculation and financial instruments. Note 4 Financial risk management 4.1 Financial risk factors The Group s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk. The Group s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures. Risk management is carried out by Corporate Staff (Group Treasury) under policies approved by the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the Group s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and the investment of excess liquidity Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Swedish krona (SEK), Danish krona (DKK), Euro (EUR) and US dollar (USD). Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. To manage their foreign exchange risk arising from future commercial transactions and recognized assets and liabilities, entities in the Group use forward contracts. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity s functional currency. Group Treasury is responsible for managing the net position in each foreign currency by using external forward currency contracts. External foreign exchange contracts are designated at Group level as hedges of foreign exchange risk on specific assets, liabilities or future transactions on a gross basis. The Group has foreign operation, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group s foreign operations is not hedged Credit risk Ementor has for years had modest losses on trade debtors. New customers must be approved before they are granted credit. The responsibility for issuing granting credit is decentralized to each operating unit. Credit insurance is used only to a small extent. The Group has no significant concentrations of credit risk. Derivative counterparties and cash transactions are limited to high-credit-quality financial institutions. The Group has policies that limit the amount of credit exposure to any financial institution Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, Group Treasury aims to maintain flexibility in funding by keeping committed credit lines available Cash flow and fair value interest rate risk As of 31 December 2005 the Group had a net positive interest-bearing position of MNOK 48 the interest rates on deposits and loans have a term of less than 12 months. As the Group has no significant interestbearing assets, the Group s income and operating cash flows are substantially independent of changes in market interest rates. The Ementor Annual Report 2005 Financial Statements 27

30 Notes Ementor Group Group s interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. The nominal value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The Group is not actively managing its cash flow interest rate risk. 4.2 Accounting for derivative financial instruments and hedging activities The Group has recognized all changes in the fair value of any derivative instrument immediately in the income statement. Note 5 Critical accounting estimates and judgements in applying the entity s accounting policy When applying the entity s accounting policies the management make judgements that have significant effects on the amounts recognised in the financial statements. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The main estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are specified below. The most important and critical judgements in applying the entity s accounting policies are also specified. Uncertainties related to estimates of provisions for empty office space are described in Note 19. Impairment of goodwill and other fixed assets The most important estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are related to impairment assessment of goodwill and other fixed assets. The 31 December 2005 book value of goodwill is MNOK 113.3, other intangible assets MNOK 98.1 and property, plant and equipment MNOK Goodwill has an indefinite useful life and is tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverable amounts of cash-generating units are determined based on judgements of fair values less costs to sell or value-in-use estimates. Impairment tests performed at year-end 2005 do not indicate that any asset s carrying amounts exceeds its recoverable amounts. Revenue recognition The Group uses the percentage-of-completion method in accounting for fixed-price projects and service contracts. Use of the percentageof-completion method requires the Group to estimate the services performed to date as a proportion of the total services to be performed. These judgements represent a particularly critical area when applying the entity s accounting policies. Note 6 Segment information I - GEOGRAPHICAL MARKETS Ementor s primary reporting format is geographical markets. Ementor had operations in Norway, Sweden and Denmark in Other activities include group functions and eliminations. The geographical division is in conformity with the Group s legal organisation and the internal management reporting. Thus the distribution of revenue, expenses, assets and liabilities to different countries follows the Group s legal structure. Transactions between the three countries take place under normal commercial terms. Below is an allocation of key figures to the different countries. Since the countries do not have independent financing, financial items and interest-bearing debt are not distributed (Amounts in MNOK) Norway Sweden Denmark Other Total Operating revenues Operating expenses, excl. depreciation and unusual items Depreciation Unusual items Operating profit/loss Net finance Profit/loss before taxes from continued operations Profit/loss before taxes from discontinued operations Profit/loss before taxes Emloyees, continued operations as of 31 December Ementor Annual Report 2005 Financial Statements

31 Notes Ementor Group 2004 (Amounts in MNOK) Norway Sweden Denmark Other Total Operating revenues Operating expenses, excl. depreciation and unusual items Depreciation Unusual items Operating profit/loss Net finance Share of profit/loss of associates Profit/loss before taxes from continued operations Profit/loss before taxes from discontinued operations Profit/loss before taxes Emloyees, continued operations as of 31 December The segment assets, liabilities and capital expenditure for the year ended are as follows: 2005 (Amounts in MNOK) Norway Sweden Denmark Other Total Assets Liabilities Capital expenditure (Amounts in MNOK) Norway Sweden Denmark Other Total Assets Liabilities Capital expenditure II - BUSINESS SEGMENTS Ementor s secondary reporting format is business segments. 1) Infrastructure Solutions: This is Ementor s core business and includes infrastructure consulting, service & support and product sales. 2) Other operations: All other businesses, including system development and integration, management consulting and application outsourcing. Below is an allocation of key figures to the business segments. Operating revenues Infrastructure Solutions Other operations Holding/eliminations Total Total assets Infrastructure Solutions Other operations Holding/eliminations Total Total assets are allocated based on where the assets are located. Capital expenditure Infrastructure Solutions Other operations Holding/eliminations Total Capital expenditure is allocated based on where the assets are located. Ementor Annual Report 2005 Financial Statements 29

32 Notes Ementor Group III - ANALYSIS OF SALES BY CATEGORY Consulting revenues Service revenues Product revenues Eliminations Total Note 7 Discontinued operations Below is a summary of transactions reported as discontinued operations in the past two years. Income statement figures from these businesses are presented net on a separate line As a step in the Group s focusing on its core infrastructure operations in Scandinavia, the following businesses were sold in 2005: Ementor Finland Primo September 2005 Ementor s Finnish subsidiary was divested. The sale gave Ementor a gain in the 2005 consolidated accounts of MNOK Outsourcing businesses in Norway and Sweden The outsourcing businesses in Norway and Sweden were divested primo November The sale gave Ementor a gain in the 2005 consolidated accounts of MNOK Finland Outsourcing (Amounts in MNOK) Total 2005 Income statement figures Operating revenues Operating expenses Net financial items Profit/loss before tax from discontinued operations Tax expense on profit/loss Profit/loss after tax from discontinued operations Calculation of gain/loss Non-current assets Current assets (no cash transferred) Total assets Non-current liabilities Current liabilities Net assets Net proceeds from sale 1) Gain/loss before tax from sale of discontinued operations Tax expense on gain/loss Gain/loss after tax from sale of discontinued operations Total tax expense Total discontinued operations Cash flow Net cash flow from operations Net cash flow from investing activities Net cash flow from financing activities (incl. sales proceeds) Net cash flow for the year ) The total proceeds received in 2005 from the sale of the Outsourcing businesses in Norway and Sweden are MNOK 130. A total of MNOK 150 has been recognised as total selling price in 2005, and represent the unconditional proceeds from the sale at year-end. Additional proceeds depend on conditions to be clarified in 2006 (transfer of contracts), and will be recognised when conditions are met. 30 Ementor Annual Report 2005 Financial Statements

33 Notes Ementor Group 2004 The following divestment was carried out in 2004: Ajourit In October 2004 the fully owned Norwegian ICT course supplier, Ajourit, was divested. The company was not part of core business and was held for sale. The sale gave Ementor a gain in the 2004 consolidated accounts of MNOK Ajourit Finland Outsourcing (Amounts in MNOK) Total 2004 Income statement figures Operating revenues Operating expenses Net financial items Profit/loss before tax from discontinued operations Tax expense on profit/loss Profit/loss after tax from discontinued operations Calculation of gain/loss Non-current assets Current assets (incl. cash of MNOK 1.0) Total assets Non-current liabilities Current liabilities Net assets Net proceeds from sale Gain/loss before tax from sale of discontinued operations Tax expense on gain/loss - - Gain/loss after tax from sale of discontinued operations after tax Total tax expense - - Total discontinued operations Cash flow Net cash flow from operations Net cash flow from investing activities Net cash flow from financing activities (incl. sales proceeds) Net cash flow for the year Ementor Annual Report 2005 Financial Statements 31

34 Notes Ementor Group Note 8 Property, plant and equipment Vehicles & Furniture & Computer (Amounts in MNOK) machinery fittings equipment Total As of 1 January 2004 Cost Accumulated depreciation Book amount as of 1 January Year ended 31 December 2004 Book amount as of 1 January Additions Disposals Depreciation charge Book amount as of 31 December As of 31 December 2004 Cost Accumulated depreciation Book amount as of 31 December Year ended 31 December 2005 Book amount as of 1 January Additions Disposals 1) Depreciation charge Book amount as of 31 December As of 31 December 2005 Cost Accumulated depreciation Book amount as of 31 December ) Gain/loss from disposals of property, plant and equipment were insignificant for Financial leases: Computer equipment includes the following amounts where the Group is a lessee under a finance lease: Cost - capitalised finance leases Accumulated depreciation Book amount as of 31 December Operating leases: The future minimum lease payments under non-cancellable operating leases are as follows: 2005 Less than Later than 1 year 1-5 years 5 years Total cost of leased premises (gross) Subleased premises Net payments after deduction for sublease Other leasing costs Total future lease payments Ementor Annual Report 2005 Financial Statements

35 Notes Ementor Group Note 9 Intangible assets Internally Other generated intangible (Amounts in MNOK) Goodwill 1) int. assets 2) assets Total As of 1 January 2004 Cost Accumulated amortisation and impairment Book amount as of 1 January Year ended 31 December 2004 Book amount as of 1 January Exchange differences Additions Amortisation charge Book amount as of 31 December As of 31 December 2004 Cost Accumulated amortisation and impairment Book amount as of 31 December Year ended 31 December 2005 Book amount as of 1 January Exchange differences Additions Disposals Impairment charge Amortisation charge Book amount as of 31 December As of 31 December 2005 Cost Accumulated amortisation and impairment Book amount as of 31 December ) Goodwill is allocated to the Group s cash-generating units identified according to country of operation and business segment. 2) Internally generated intangible assets are development expenses incurred during relating to the implementation of a common ERP system for the Group based on SAP (the RACE project). The implementation was completed in the Norwegian and Danish operations in The system will be written-down over a period of 5 years, starting in Allocation of goodwill 2005 Infrastructure Discontinued (Amounts in MNOK) Solutions Other operations operations Total Norway Denmark Sweden Total Infrastructure Discontinued (Amounts in MNOK) Solutions Other operations operations Total Norway Denmark Sweden Finland Total The Group has made no material acquisitions accounted for according to the purchase method in 2004 and Ementor Annual Report 2005 Financial Statements 33

36 Notes Ementor Group Note 10 Investments in associates The Group s share of the results of associates in 2004 is entirely related to the Norwegian company Itet AS. Ementor sold its 46.8 % shareholding 1 July 2004 for MNOK 3.0, and recognised a net loss of MNOK Beginning of the year Share of profit/loss Divestment consideration Divestment gain/loss Other equity movements End of the year - - Note 11 Trade and other receivables Trade receivables Less: write-down of bad debts Trade receivables - net Prepayments Other short-term items Other receivables Total trade and other current receivables (fair value) There is no concentration of credit risk with respect to trade receivables, as the Group has a large number of customers, internationally dispersed. The Norwegian subsidiary, Ementor Norge AS, pledged receivable balances amounting to MNOK (MNOK in 2004) as security to a bank in exchange for cash as of 31 December 2005, providing the subsidiary with drawings on the facility of MNOK (MNOK in 2004). The transaction has been accounted for as a collateralised borrowing (Note 16). The Group has recognised a write-down of MNOK 2.3 (MNOK -5.3 in 2004) in the income statement relating to trade receivables during the year ended 31 December Note 12 Inventories Cost inventories Accumulated write-down Book amount as of 31 December Cost inventory of spare parts Accumulated depreciation Book amount as of 31 December Net inventory in the balance sheet Write-down of inventories and depreciation of inventory of spare parts, recognised as expense and included in cost of goods sold, amounted to MNOK 20.7 (MNOK 23.6 in 2004). Inventory of spareparts are written-down over a period of 3 years. 34 Ementor Annual Report 2005 Financial Statements

37 Notes Ementor Group Note 13 Liquidity reserve Cash and cash equivalents Cash in hand and on deposit 1) of which are deposited withholdings Unrestricted cash Unutilised short-term borrowing facilities Liquidity reserve Loan facilities Overdraft facilities 2) of which utilised - - Revolving credit facility/conduit financing (see Note 16) of which utilised ) Conduit related customer payments (see Note 16) are paid through a bank account registered in the name of the bank before transfer to Ementor s operating account. There is no risk related to the rights of the funds, and the account is included in Ementor s balance sheet (MNOK 77.5 and MNOK at year-end 2005 and 2004 respectively). 2) Relates in full to a overdraft facility given to Ementor ASA by DnB NOR Bank ASA in The overdraft facility has the same covenant structure and the same pledged securities as the revolving credit facility of MNOK (see Note 16). The effective interest rate on short-term bank deposits was 1.9 % (1.6 % in 2004); these deposits have an average maturity of 90 days. Note 14 Share capital Number of shares Share option (Amounts in MNOK) (in millions) Ordinary shares Own shares Share premium scheme Total As of 1 January Employees share option scheme, value of employee services Own shares acquired Issue of share capital As of 31 December Employees share option scheme, value of employee services Issue of share capital As of 31 December The total authorised number of ordinary shares in Ementor ASA as of 31 December 2005 was shares (unchanged compared with last year) with a par value of NOK 1.0 per share. All issued shares are fully paid and only one class of shares exists (all shares gives the identical right to vote). Own shares include shares at an average cost price of NOK 5.2, mainly acquired through a reduction of the share remuneration from previous years purchase of subsidiaries. Share options Share options are granted to directors and selected employees. Movements in the number of share options outstanding and their related weighted average exercise prices are as follows: Average exercise Number Average exercise Number price in NOK of options price in NOK of options per share 2005 (in millions) per share 2004 (in millions) As of 1 January Granted Lapsed As of 31 December Ementor Annual Report 2005 Financial Statements 35

38 Notes Ementor Group The following share option programmes are outstanding at the end of the year: Exercisable Exercise price options Options granted NOK per share (in millions) at year-end (in millions) Programmes Issued Expiry date as of as of Management/key employees President and Chief Executive Officer Management Management Management Total The conditions for the different share option programmes are set for each programme on an individual basis. The fair value of options granted, using the Black-Scholes valuation model, was MNOK 12.5 as of 31 December 2005 (MNOK 3.8 in 2004). The significant inputs into the model were share prices at the grant dates, exercise prices shown above, standard deviation of expected share price returns, dividend yield, option life disclosed above, and annual risk-free interest rates. The volatility measured at the standard deviation of expected share price returns is based on statistical analysis of daily share prices over the last three years. A cost of MNOK 8.7 has been charged as an expense in 2005 related to share options schemes (MNOK 1.5 is related to an adjustment of the call price for certain schemes in October 2005). In addition, MNOK 0.9 has been charged as an expense in 2005 related to employers national insurance contributions. Main shareholders Shareholders with a stake of 1 % or more of total issued shares as of 31 December 2005: Shareholders Shares % ABG Sundal Collier SIS Segaintersettle Storvestre, Rikard A Carnegie Investment ca Umoe Industri AS Skandinaviska Enskilda DnB NOR Bank ASA Saga Equity Fund Carnegie ASA meg Skandinaviska Enskilda a/c Nordea Bank Denmark Holberg Norge Verdip Other Total number of shares Shares and options owned by corporate management and Board members: 1) Shares 2) Options Corporate management Jo Lunder President and Chief Executive Officer Ementor ASA & Managing Director Ementor Norge AS Rune Falstad Executive Vice President and Chief Financial Officer Ementor ASA Carsten Dilling Managing Director Ementor Danmark A/S & Deputy Group CEO Ementor ASA Johan Rittner Managing Director Ementor Sverige AB Board of Directors Åge Korsvold Chairman of the Board Cathrine Foss Stene Member of the Board - - Dag B. Sørsdahl Member of the Board - - Knut Øversjøen Member of the Board - - Ronny Johan langeland Member of the Board - - Turid Grotmoll Member of the Board - - Heljar Heradstveit Member of the Board (employee elected) Truls Berntsen Member of the Board (employee elected) - - Ulf Dahl Ryen Member of the Board (employee elected) ) Corporate management and Board members at the time of settling the financial statements for ) Direct and indirect ownership. 36 Ementor Annual Report 2005 Financial Statements

39 Notes Ementor Group Note 15 Trade and other payables Trade payables Amounts due to related parties (see Note 26) Total trade payables Social security and other taxes Deferred income Accrued expenses Other liabilities Total trade and other current payables Note 16 Borrowings Non-current Financial leasing obligations due after Current Revolving credit facility 1) Conduit financing First year s instalment on leasing agreements Other current interest-bearing debt Total borrowings ) Arrangement costs totalling MNOK 1.1 (MNOK 4.5 in 2004) are deducted. Total borrowings include secured liabilities (revolving credit facility and conduit financing) of MNOK (MNOK in 2004). Revolving credit facility As of 31 December 2005, the Group had drawn MNOK on a revolving borrowing facility provided by DnB NOR Bank ASA. The facility was established in 2004 and the expiry date was 28 February In 2006 the expiry date has been extended to 10 April 2006, and the future financial structure will then be considered as a part of the merger with Topnordic (see Note 27). Amounts drawn on the facility are classified as short-term debt. The facility has a covenant structure with a focus on the measurement of specific key figures, such as available liquidity, equity share and ordinary investments in operational fixed assets. In addition, limitations are set for additional borrowings, sale and purchase of companies, merger, demerger, guarantees, capital reduction, loans to shareholders and maintenance of the stock-exchange listing. Security has been pledged in Ementor ASA s shares in the three main country subsidiaries (see Note 25). Conduit financing In 2003, the Group signed an agreement with Kebnekaise Funding Ltd. and Skandinaviska Enskilda Banken AB to securitize the accounts receivable of the Norwegian operating company, Ementor Norge AS. The maximum financing based on this agreement will depend on the size of the accounts receivable, and shall not exceed MNOK As of 31 December 2005, MNOK had been drawn on this facility. This was the maximum available financing based on the size of the accounts receivable at year end. Drawings on the facility are done on a monthly basis, and are therefore classified as short-term debt. The facility has a covenant structure were minimum requirements are set for risk-bearing capital and available liquidity. All accounts receivable to Ementor Norge AS are pledged as security for the facility (see Note 11). If a shareholder owns or controls more than 40 % of the shares in Ementor ASA, or if a shareholder is obliged to either sell or make an offer for the remaining shares, the lender shall approve the continuance of the facility. The same applies if any of the shares in Ementor Norge AS are sold. Ementor Annual Report 2005 Financial Statements 37

40 Notes Ementor Group The exposure of the Group s borrowings to interest rate changes and the contractual repricing dates at the balance sheet date are as follows: 6 months or less months years Over 5 years - - Total The maturity of non-current borrowings is as follows: Between 1 and 2 years Between 2 and 5 years Over 5 years - - Total Interest rates at the balance sheet date were as follows: 2005 (NOK) 2004 (NOK) Financial leasing obligations due after % 3.9 % Revolving borrowing facility 5.1 % 4.6 % Conduit financing 4.3 % 4.5 % First year s instalment on leasing agreements 4.3 % 3.9 % Average interest rate 4.5 % 4.2 % Note 17 Taxes Specification of income tax expenses Tax payable 1) Changes in deferred tax - - Income tax expense Income tax expense attributable to continued operations Income tax expense attributable to discontinued operations - - 1) Too much/too little booked in previous years. Calculation of income tax expenses Profit/loss before tax Tax calculated at domestic tax rates applicable to profits in the respective countries Expenses not deductible for tax purposes Changes to temporary differences Tax losses for which no deferred income tax assets are recognised Correction of previous years tax expense Income tax expence Ementor Annual Report 2005 Financial Statements

41 Notes Ementor Group Deferred tax and deferred tax assets Deferred tax assets Property, plant and equipment Goodwill Inventory Accounts receivable Accrued liabilities Pensions Loss carried forward 1) Other differences 2) Deferred tax assets - gross Deferred tax liabilities Work in progress Other differences 2) Deferred tax liabilities - gross Net calculated deferred tax assets Net recognised deferred tax assets 3) - - 1) Carry forward losses as of 31 December 2005 totals MNOK and include a disputed loss of MNOK (calculated deferred tax effect of MNOK 643), see Note 24. From 2006 tax losses does not fall due within a specified time limit in any of the three countries, and can be carried forward until utilised. 2) Other differences are related to country specific temporary differences, mainly tax conditioned gain/loss accounts in Norway. 3) Deferred tax assets are not recognised (see Note 3). Capitalisation of deferred tax assets is subject to strict requirements in respect of probability, as an entity with a history of recent losses can only recognize deferred tax assets related to carry forward losses and other temporary differences to the extent that there is convincing evidence that sufficient taxable profit will be available. To reflect these requirements, no deferred tax assets are recognised in 2004 and Note 18 Retirement benefit obligations The majority of the Group s employees in Norway are covered by pension schemes entitling them to defined future pension benefits. The pension benefits are mainly dependent on the number of earning years, wage level upon reaching pension age and the size of the social security benefit. Foreign subsidiaries have pension schemes corresponding to contribution schemes. The pension agreements for the Norwegian companies in the Group are financed through a group insurance in a life insurance company. The Group obligation covers 980 employees and 77 current pensioners as of 31 December Pension obligations are based on the following financial assumptions: (in %) Discount rate Expected return on plan assets Future annual wage increases Future adjustments of statutory base amount Future pension increases The net pension cost are derived as follows: Present value of the period s pension earnings Interest cost of pension obligation Return on plan assets Employers national insurance contributions Amortisation of gains and losses Pension cost, benefit plans Pension cost for the year, contribution schemes Pension cost for the year (see Note 20) Ementor Annual Report 2005 Financial Statements 39

42 Notes Ementor Group Actual pension obligation and net pension obligation recorded in the balance sheet are reconciled as follows: Gross pension obligation Pension assets at market value Net pension obligation at market value Deferred effect of actuarial and financial gains and losses Employers national insurance contributions Pension obligation recorded in the balance sheet Movement in the obligation recognised in the balance sheet: Beginning of the year Reduction of obligations from divestment of businesses Total expense - as shown above Contribution paid End of the year Note 19 Provisions for other liabilities and charges Discontinued Profit-sharing Legal and tax Fixed-price (Amounts in MNOK) Restructuring operations and bonuses claims loss contracts Total As of 1 January Charged to consolidated income statement: - Additional provisions during the year Exchange differences Discount unwinding Used during the year As of 31 December Provisions are recognised when Ementor has a valid liability and it can be proven probable that a financial settlement will take place as a result of this liability, and that the size of the amount can be measured reliably. Provisions reflects the best estimate of the liability at the balance sheet date. All provisions booked at year-end 2005, except provisions for empty office space, are expected to be utilised in Provisions for empty office space (MNOK 98.6) will be utilised over the length of the corresponding lease agreements ( ). When provisions for empty office space are made the cost according to the leasing agreement is compared with expected rental income (price and timing of subleasing). The judgments involves uncertainty and represent managements best estimate at the balance sheet date. Restructuring The amounts are mainly related to costs of headcount reduction programmes, and unused office premises that are not tied to revenues of future periods (see Note 21). Discontinued operations Includes provisions towards the buyer and the divested entity undertaken in connection with discontinued operations (see Note 7). The provision at year-end 2005 includes a claim from a former employee (claim for salary/commission for sales to customers following termination of employment with Ementor Finland Oy). The claim amounts to approximately MEUR 0.2. Legal and tax claims Norwegian tax authorities have denied Ementor Norge AS the right to tax deductions for loss incurred as a result of an intra-group transfer of shares in connection with the separation of the Atex companies from Sysdeco in 1997, as well as the allocation of tax loss carry forward after the demerger in In a ruling from March 2004, Oslo Municipal Court ruled in favour of Ementor Norge AS with respect to the loss on shares, and the tax calculation was directed to the tax authorities for new tax assessment. The decision was in favour of the tax authorities with respect to the allocation of tax loss carry forward. Ementor Norge AS has appealed the latter part of the ruling to Borgarting Appeal Court. The appeal hearings are carried out in Ementor Norge AS has made a provision of MNOK 28.8, which includes the assessed tax in relation to this matter plus accrued interest. Profit-sharing and bonuses Includes provisions related to profit and revenue related bonuses/commissions to management and employees. Fixed-price loss contracts Any expected excess of total contract costs over total contract revenue is recognised as an expense (liability) when identified. 40 Ementor Annual Report 2005 Financial Statements

43 Notes Ementor Group Note 20 Employee benefit expense and remunerations Wages and salaries Social security costs Share options granted to directors and employees Pension costs (see Note 18) Other personnel expenses Total employee compensation and benefit expense Average number of employees (continued operations) Wages and remuneration to the President and CEO The President and CEO, Jo Lunder, received a salary of NOK for the period of employment in In addition, Lunder received NOK to cover a personal pension scheme. Mr. Lunder has received an option programme described in Note 14. Mr. Lunder is entitled to performance based bonuses in the period until 31 December A bonus provision of NOK are charged as an expense in Remuneration to the Board of Directors NOK was paid in fees to the Board of Directors of Ementor ASA in Shares and options owned by the Board of Directors are described in Note 14. Payment upon termination of employment TThe Group CEO is entitled to receive a payment equal to 12 months salary as part of the non-competition clause entering into effect upon termination of the employment, and payment equal to 6 months in the event of resignation due to change of control. In Sweden and Denmark the two Managing Directors have agreements of payment upon termination of the employment equal to 15 and 18 month s salary respectively. Loans to employees Loans to employees in Group companies total NOK as of 31 December Audit fees Audit fees for the Group amounted to NOK in Other assurance services totalled NOK , tax advisary services totalled NOK and other non-audit services totalled NOK All amounts are exclusive VAT. Note 21 Unusual items Unusual items for 2005 amount to MNOK 63.3, and consist of costs related to restructuring activities implemented in These expenses, which are of an unusual nature, are crucial for evaluating the accounts of the Group, and are therefore separated and grouped on a separate line on the income statements to render the other lines in the income statements more easily comparable to historical figures. A total restructuring charge of MNOK 16.3 is accounted for related to management changes, initiatives to improve the efficiency and reduce costs in the Danish operation. Restructuring activities are also implemented to improve the efficiency and reduce costs both in the Norwegian and the Swedish operations. A total restructuring charge of MNOK 47.0, related to headcount reductions and empty office space, is accounted for in connection with these activities (MNOK 29.7 related to Norway and MNOK 17.3 related to Sweden). The restructuring activities initiated in 2005 are completed as of 31 December In connection with the 2005 restructuring activities, a total of approximately 135 staff reductions were made. Specification of unusual items Personnel-related costs in connection with workforce reduction and restructuring Costs in connection with unused premises and rebuilding of premises Other restructuring costs and other costs of an unusual nature Group total of which related to discontinued operations of which related to continued operations As of 31 December 2005 remaining provisions in the balance sheet connected to unusual items amount to MNOK (see Note 19). Of this accrual, MNOK 98.6 relates to empty office space and MNOK 19.0 relates to workforce reductions. Ementor Annual Report 2005 Financial Statements 41

44 Notes Ementor Group Note 22 Finance costs net Interest income Other financial income Total financial income Interest costs on loans 1) Interest costs on finance leases 1) Other financial expenses Total financial expenses Finance costs - net The exchange differences charged/credited to the income statement are included as follows: Included in operating profit/loss Finance costs - net Total ) Interest paid during 2005 totals MNOK 30.1 (MNOK 25.6 in 2004). Intrest received during 2005 totalled MNOK 14.5 (MNOK 9.2 in 2004). Note 23 Earnings per share Basic Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year. Profit attributable to equity holders of the Company Profit attributable to equity holders of the Company for continued operations Weighted average number of ordinary shares in issue (millions) Basic earnings per share (NOK) Basic earnings per share for continued operations (NOK) Diluted Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company s dilutive potential ordinary shares are share options issued. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company s shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. Profit used to determine diluted earnings per share Profit used to determine diluted earnings per share for continued operations Weighted average number of ordinary shares in issue (millions) Diluted earnings per share (NOK) Diluted earnings per share for continued operations (NOK) Ementor Annual Report 2005 Financial Statements

45 Notes Ementor Group Note 24 Contingent liabilities and assets Ordinary course of business The Group has contingent liabilities in respect of bank and other guarantees and other matters arising in the ordinary course of business. It is not anticipated that any material liabilities will arise from the contingent liabilities. The Group has given guarantees in the ordinary course of business amounting to MNOK (MNOK in 2004) to third parties (see Note 25). Legal disputes Tax assessment of Merkantildata AS for 2003 Norwegian tax authorities (Ligningsnemda) have denied Ementor (Merkantildata AS) the right to deduct a loss of MNOK incurred as a consequence of an intra-group transfer of shares in connection with the separation and planned stock-exchange listing of the business segment Ementor in Ementor is of the view that the denied loss of MNOK as a consequence should be added to the tax base on the realised shares. The shares are transferred again in 2003 in connection with the merger of the former business segments Eterra and Ementor, which would create an equivalent loss for tax purposes in the fiscal year Ementor has appealed the ruling to Overligningsnemda. Dispute between Ementor Danmark A/S and Topnordic A/S Topnordic has initiated arbitration proceedings against Ementor Danmark A/S. The case concerns a claim by Topnordic against Ementor Danmark A/S of approximately MDKK 17. Ementor Danmark A/S has raised a counter claim of approximately MDKK 30, of which MDKK 1.3 has been accepted by Topnordic. The maximum exposure of Ementor Danmark A/S in the case is calculated to MDKK 7-9. Negotiations have been conducted concurrently with the proceedings. The Ementor-Topnordic merger (see Note 27) will lead to a settlement of the case. Dispute between Ementor Danmark A/S and the municipality of Værløse The dispute concerns a claim by the municipality of Værløse against Ementor Danmark A/S relating to Ementor Danmark A/S delivery of the computer system M*Care to the municipality of Værløse. A negative outcome of the case for Ementor Danmark A/S has a worst case scenario of MDKK This dispute has been solved between the parties in March 2006 without any effect on profit/loss for Ementor. Dispute between Ementor Danmark A/S and Scribona Danmark A/S Scribona Danmark A/S is sublessee to property leased by Ementor Danmark A/S. Scribona Danmark A/S has informed Ementor Danmark A/S that they intend to vacate the leased premises before the expiry of the non-termination period. Ementor Danmark A/S calculates its exposure in the event of a negative outcome to be between MDKK 22 and 32. Ementor is of the opinion that it has a strong case if the case is brought before the courts. Note 25 Commitments Guarantees Guarantees to financial institutions 1) Other guarantee commitments 2) Total guarantees ) All major subsidiares has issues personal guarantees in favor of DnB NOR Bank ASA as security for the revolving credit facility (see Note 16). 2) As a regular part of operations, guarantees are given for fulfilment of contracts, advances from customers and lease matters. Such guarantees usually involve a financial institution issuing a guarantee as security for the customer. Pledged assets As security for the revolving credit facility (see Note 16) Ementor ASA has pledged the shares of all major subsidiaries in the three countries. The Group s posted equity for these entities totals MNOK (MNOK in 2004). The Norwegian operating company, Ementor Norge AS, has pledged all of its accounts receivable as security for their securitisation (see Note 16). The book value of accounts receivable pledged as security totals MNOK (MNOK in 2004). Note 26 Related parties and significant agreements After the sale of the logistics operation (PC Lan) from Ementor in October 1999, the Group entered into non-exclusive outsourcing agreements with the Swedish distribution group Scribona, whereby over time Scribona has taken over the major part of the distribution of Ementor s volume products in Norway, Sweden and Denmark (ended June 2004 in Denmark). The outsourcing agreement reduces costs related to the distribution of goods and ensures the quality of the deliveries. The sale of goods handled by Scribona is reported as ordinary revenue in Ementor s accounts. Transactions with Scribona are performed on ordinary arm s length basis. Purchases from Scribona totals approximately MNOK 510 in 2005 (MNOK 810 in 2004), and year-end payables were MNOK 136 (MNOK 135 in 2004). Other related-parties are directors and key management (see Note 20). Ementor Annual Report 2005 Financial Statements 43

46 Notes Ementor Group Note 27 Events after the balance sheet date Divestment of Avenir On 16 January 2006 Ementor entered into an agreement with EDB Business Partner ASA to sell it s Norwegian consulting entity, Avenir, with effect from 1 January 2006 at a price of MNOK Avenir is reported under the primary country segment Norway and the secondary business segment Other operations in Operating revenues for Avenir in 2005 totalled MNOK 222. No material gain or loss is expected to be reported from the transaction in the first quarter of Term of borrowing facilities extended In February 2006 the term of borrowing facilities provided by DnB NOR Bank ASA are extended (see Note 16). Ementor and Topnordic merger On 1 February 2006 the Board of Directors in Ementor approved an agreement to merge with Topnordic, establishing Ementor as a leading Nordic infrastructure solutions and value added reseller. Topnordic is a privately owned ICT product and infrastructure company, with subsidiaries in all Scandinavian countries. Topnordic shareholders will receive consideration in Ementor shares, through a placing in March The extraordinary general meeting in Ementor approved the issuance of new shares on 3 March Based on the share price (NOK 2.72) ten trading days following the 1 February 2006 announcement, the book equity of Ementor is estimated to be increase by MNOK (estimate for pro forma purposes), and Topnordic shareholders will hold 49.9 % of the combined company ( of the total shares in Ementor ASA after the share issue). Mr. Ib Kunøe, the majority shareholder of Topnordic, and the new Chairman of Ementor, will control about 32 % of the merged company. Pro forma 2005 IFRS income statement figures estimated for the combined Ementor and Topnordic are as follows: Income statement figures (pro forma) (Amounts in MNOK) 2005 Operating revenues Operating expenses Operating profit/loss (EBIT) Net financial items Ordinary profit/loss before taxes (EBT) Tax expense 19.3 Ordinary profit/loss for continued operations Net assets acquired and goodwill (purchase consideration) are preliminary estimated as follows: (Amounts in MNOK) Purchase consideration 1) Net assets acquired (see below) Goodwill 2) ) Excluding direct cost relating to the acquisition, estimated to MNOK ) The entire excess value is provisionally allocated to goodwill in the preliminary purchase consideration calculation. The 31 December 2005 pro forma assets and liabilities arising from the acquisition are as follows: Acquiree s carrying (Amounts in MNOK) amount 1) Non-current assets Cash and cash equivalents 54.5 Other current assets Minority interests 0.9 Non-current liabilities 19.2 Current liabilities Net assets acquired ) Assumed equal to fair value in the preliminary purchase consideration calculation. 44 Ementor Annual Report 2005 Financial Statements

47 Income statements/balance sheets Ementor ASA Income statement IFRS NGAAP (Amounts in MNOK) Note Operating revenues Employee compensation and benefit expense Depreciation and amortisation Other operating expenses Unusual items Operating profit/loss Finance income Finance cost Net finance Profit/loss before taxes Taxes Ordinary profit/loss for the year Earnings per share 1) (Amounts in NOK) - basic diluted ) Both the basic and the diluted number of shares are the same as for the Group s consolidated financial statement (see Note 23). Balance sheet IFRS (Amounts in MNOK) Note ASSETS Intangible assets Investments in subsidiaries Non-current assets Other receivables Cash and cash equivalents Current assets Total assets EQUITY AND LIABILITIES Paid-in equity Shareholders equity Other liabilities Retirement benefit obligations Non-current liabilities Trade payables Interest-bearing borrowings/liabilities Other liabilities Current liabilities Total liabilities Total equity and liabilities Ementor Annual Report 2005 Financial Statements 45

48 Statements of changes in equity/cash flows Ementor ASA Statement of changes in equity Share Own Carry-forward Share option (Amounts in MNOK) capital 1) shares 1) loss scheme 1) Total equity Balance as of 1 January Profit for the year Employee share option scheme, value of employee services Issue of share capital Changes related to own shares Balance as of 31 December Balance as of 1 January Profit for the year Employee share option scheme, value of employee services Issue of share capital Balance as of 31 December ) See also Note 14 in the Group s consolidated financial statement. Statement of cash flows (Amounts in MNOK) Note Profit/loss before taxes Depreciation Gain/loss on disposal of subsidiaries and associates Write-down of shares in subsidiaries and associates Change in account payables Change in other accruals Net cash flow from operations Payments related to share issues in subsidiaries and associates Disposal of subsidiaries and associates Purchase of property, plant, equipment and IT-systems Proceeds from borrowings Net cash flow from investing activities Proceeds from share issues Proceeds from borrowings Net cash flow from financing activities Net cash flow for the year Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Ementor Annual Report 2005 Financial Statements

49 Notes Ementor ASA Note 1 General information, accounting principles and unusual items About Ementor ASA This is the legal financial statement for Ementor ASA which functions as the holding company for the Group and includes the Group s top management with associated staff (7 employees). See also Note 1 in the Group s consolidated financial statements. On 3 March 2006 the extraordinary general meeting in Ementor ASA approved the merger with Topnordic. This is described in Note 27 in the Group s consolidated statements. Accounting principles and transition to IFRS The accounting principles described for the Group are consistent with those used for the parent company. Critical accounting estimates and judgements in applying the Group s accounting policy is mainly related to impairment of assets (shares in subsidiaries with a book value of MNOK and intangible assets with a book value of MNOK 96.0 as of 31. December 2005). See also Note 5 in the Group s consolidated financial statements. The 2004 comparative results and 1 January 2004 and 31 December 2004 comparative IFRS equity is reconciled against NGAAP in the following table: Equity as of Equity as of Result year ended (Amounts in MNOK) NGAAP equity and result Changes related to deferred tax asset 1) Share based payments and other changes 1) IFRS equity and result ) See Note 3 in the Group s consolidated financial statements for explanations. Operating revenues Corporate staff operating expenses (holding-company cost), except for the part estimated to be related to ownership costs, are for 2005 allocated to the reporting segments (country subsidiaries). For previous years such allocations were not carried out. Unusual items Unusual items include write-downs of shares in subsidiaries totalling MNOK (MNOK in 2004) due to the negative development in the year, see Note 3. In addition, a loss of MNOK 7.0 relating to the divesting of Ementor Finland is booked in 2005 (see Note 7 in the Group s consolidated financial statement). Also, net restructuring costs and other unusual items of MNOK -2.9 (revenue) are booked in Ementor Annual Report 2005 Financial Statements 47

50 Notes Ementor ASA Note 2 Property, plant & equipment and intangible assets Vehicles & Intangible (Amounts in MNOK) machinery assets 1) Total As of 1 January 2004 Cost Accumulated depreciation Book amount as of 1 January Year ended 31 December 2004 Book amount as of 1 January Additions Disposals Depreciation charge Book amount as of 31 December As of 31 December 2004 Cost Accumulated depreciation Book amount as of 31 December Year ended 31 December 2005 Book amount as of 1 January Additions Depreciation charge Book amount as of 31 December As of 31 December 2005 Cost Accumulated depreciation Book amount as of 31 December Depreciation rate (linear) 5 years 1) Relates in full to the RACE project described in Note 9 in the Group s consolidated financial statement. Note 3 Investments in subsidiaries (Amounts in MNOK) Head office Holding and voting share (%) Share capital Carrying value Ementor Norge AS Oslo, Norway Ementor Sverige AB Stockholm, Sweden Ementor Danmark Holding A/S Copenhagen, Denmark Other dormant companies Total shares in subsidiaries 1) ) Shares in subsidiaries are valued at cost less any write-downs. The accumulated write-down of investments in subsidiaries as of 31 December 2005 amounts to MNOK Note 4 Other receivables Prepayments Receivables on subsidiaries Other short-term items Other current receivables Ementor Annual Report 2005 Financial Statements

51 Notes Ementor ASA Note 5 Liquidity reserve Cash and cash equivalents Cash in hand and on deposit 1) of which are deposited withholdings Unrestricted cash Unutilised short-term borrowing facilities Liquidity reserve Loan facilities (see Note 7) Overdraft facilities of which utilised - - Revolving credit facility of which utilised ) The subsidiaries deposits into the parent company s cash pool of net MNOK as of 31 December 2005 (MNOK in 2004) are posted as cash and cash equivalents in Ementor ASA and as outstanding accounts in the subsidiaries (see Note 6). Note 6 Trade and other payables Trade payables, subsidiaries Trade payables, other Total trade payables Social security and other taxes Short-term debt to subsidiaries Accrued expenses Total other liabilities Total trade and other current liabilities Note 7 Borrowings Non-current Long-term debts to subsidiaries Current 1) Revolving borrowing facility Total borrowings ) Terms and conditions for the Company s current borrowing facilities are described in Note 13 and 16 in the Group s consolidated financial statement. Ementor Annual Report 2005 Financial Statements 49

52 Notes Ementor ASA Note 8 Taxes Calculation of income tax expenses Profit/loss before tax Tax calculated at the 28 % tax rate in Norway Expenses not deductible for tax purposes Changes to temporary differences Tax losses for which no deferred income tax assets are recognised Income tax expense - - Deferred tax and deferred tax assets Deferred tax assets Property, plant and equipment Accrued liabilities Pensions Loss carried forward 1) Deferred tax assets - gross Deferred tax liabilities Tax conditioned gain/loss accounts Deferred tax liabilities - gross Net calculated deferred tax assets Net recognised deferred tax assets 2) - - 1) From 2006 tax losses in Norway does not fall due within a specified time limit, and can be carried forward until utilised (former 10 year limit suspended from 1 January 2006). 2) See Note 17 in the Group s consolidated financial statement. Note 9 Retirement benefit obligations The Company s employees are covered by pension schemes entitling them to defined future pension benefits. The pension benefits are mainly dependent on the number of earning years, wage level upon reaching pension age and the size of the social security benefit. The pension agreement is financed through a group insurance in a life insurance company. The Company s obligation covers 8 employees as of 31 December Pension obligations are based on the following financial assumptions: (in %) Discount rate Expected return on plan assets Future annual wage increases Future adjustments of statutory base amount Future pension increases The net pension cost are derived as follows: Present value of the period s pension earnings Interest cost of pension obligation Return on plan assets Pension cost Actual pension obligation and net pension obligation recorded in the balance sheet are reconciled as follows: Gross pension obligation Pension assets at market value Net pension obligation at market value Deferred effect of actuarial and financial gains and losses Employers national insurance contributions Pension obligation recorded in the balance sheet Ementor Annual Report 2005 Financial Statements

53 Notes Ementor ASA Movement in the obligation recognised in the balance sheet: Beginning of the year Total expense - as shown above Contribution paid End of the year Note 10 Employee benefit expense and remunerations Wages and salaries Social security costs Share options costs Pension costs - defined benefit plans (see Note 9) Other personnel expenses Total employee compensation and benefit expense Wages and remuneration to the President and CEO, remuneration to the Board of Directors and employee share options are described in Note 14 and Note 20 in the Group s consolidated financial statement. The loan to employees described in Note 20 is entirely related to Ementor ASA. Audit fees for Ementor ASA amounted to NOK in Tax advisary services totalled NOK and other non-audit services totalled NOK All amounts are exclusive VAT. Note 11 Finance costs net Interest income from subsidiaries Other interest income Exchange differences Other financial income Total financial income Interest costs from subsidiaries Interest costs on other borrowings 1) Other financial expenses Total financial expenses Finance costs - net ) Interest paid during 2005 totals MNOK 12.5 (MNOK 10.2 in 2004). Interest received during 2005 totalled MNOK 10.2 (MNOK 6.0 in 2004). Note 12 Commitments Guarantees to subsidiaries Other guarantee commitments Total guarantees Ementor Annual Report 2005 Financial Statements 51

54 Notes Auditor s Ementor Report ASA 52 Ementor Annual Report 2004 Auditor s Report

55 Glossary Application Computer program or group of programs. Application outsourcing Contracting-out of services involving operation, management and development of applications. Broadband operators Company that offers broadband services (for example ADSL, IP telephony, video and TV). Business Intelligence The discipline of extracting relevant information from a company s total data capture. Client management Administration, monitoring and updating of equipment outside the computer room (PC, printer, mobile phone, PDA). Collaboration solutions Solutions for information exchange, documentation and control. Communication The enterprise s functional communications channels, such as computer networks, telephony, video conferencing, service & support. Communication solutions Computer-based solutions for communication on hardware, program (application) or person level. Data centre The room where the company s common computer resources (servers, storage and communications equipment) are located. ERP Acronym for Enterprise Resource Planning, a business management system which, through a common corporate database, integrates all facets of the business, including planning, manufacturing, sales, and marketing. EU Basel II New and more comprehensive and risksensitive capital adequacy regulations (for banks, financial institutions and securities brokerages). The capital adequacy requirement reflects risk, a more active supervision, increased demands for information, greater Board liability, better risk management. The object is a system that ensures financial stability. High-end products Knowledge-intensive products (software, servers, security, storage and communications products). Hosting Housing of ICT equipment, including physical security, power, communications, temperature etc. ICT Information and Communication Technology. Information management Involves handling of documents and procedure management, decision-making support systems, portals, collaboration and CRM systems. IT Information Technology. IT architecture The design or structure of an enterprise s IT platform. Low-end products Standardised products that are distributed in large numbers through various channels. Middleware Software; often an extension of operating systems that ensure exchange of data between programs, applications and processes. Mobile units Technological units that are easily portable, for example pocket PC/PDA, laptop PC, mobile phone. Network Two or more technical units connected in a group. Typical networks include telephony networks, mobile networks and computer networks. Networks may be publicly accessible or intra-company/private. Operation Responsibility for and performance of IT services pursuant to agreement or specification. Outsourcing When a company decides to contract out functions that are (usually) not core activities, such as IT systems or business processes. Security In an IT context this may be measures that protect an IT infrastructure against security threats. SOA (Service Oriented Architecture) Software architecture that splits up large applications into smaller pieces that are easier to develop. Based on standards for development of software and information exchange between applications. Subsidies administration (TAS) System developed in Denmark for administration of subsidies. System administration Discipline of administering and monitoring an IT platform. System development Adaptation, further development or integration of various applications or basic software. USA-Sarbanes-Oxley Legislation in the USA for listed companies and their subsidiaries. The Act makes the Board and management directly liable for the information about the company provided to the market and includes a strong focus on the creation of internal control systems. Virtualisation Disconnection from logical and physical resources. Ementor Annual Report 2005 Glossary 53

56 Shareholder information Ementor has as an objective to provide the market with relevant and complementary information as a basis for a balanced and accurate valuation of its shares. The Company attaches importance to maintaining an open dialogue with the stock market and media through company disclosures, press releases and other media information, as well as presentations for analysts and investors. Communication Ementor pursues an open information policy towards shareholders and the overall market. The Company distributes accurate and complete information to investors and analysts by mail, the Internet, and fax. Information for shareholders and investors is available at investor. Ementor s Company disclosures are published at the Oslo Stock Exchange under the ticker code EME at The Company s press releases are published through HUGIN and are also available on the Company s investor pages. From October 2004, the Oslo Stock Exchange introduced a marking of companies providing a defined set of investor relation information for the market on their websites. Ementor has obtained both the I (Information) and the E (English) symbol. The I symbol is awarded companies that make a defined minimum of information available on their websites to meet certain requirements with regard to open, as well as electronically distributed company presentations and also perform prompt interim reporting. The E symbol is awarded companies that also present the same information in English. Ementor is in regular contact with investors and analysts to provide them with the best possible information about the Company s performance and financial situation. The Company is covered by the leading Norwegian brokerages and a number of international investment banks. Share price performance Share price NOK Index points Volume Ementor IT index OSE Volume JAN 05 FEB 05 MAR 05 APR 05 MAY 05 JUN 05 JUL 05 AUG 05 SEP 05 OCT 05 NOV 05 DEC 05 Source: Oslo Børs Informasjon Financial calendar 2006 Annual General Meeting First quarter result Second quarter result Third quarter result 27 April 25 April 14 July 19 October The fourth quarter result and provisional annual accounts for 2006 will be published towards the end of January/beginning of February Share information Share price, 31 December (NOK) Share price, high (NOK) Share price, low (NOK) Number of shareholders, 31 December Shares held by foreign investors (%) Number of shares traded (mill. shares) Value of shares traded (MNOK) Turnover velocity (per share) Information for shareholders and investors is available at Ementor s stock exchange announcements are published at the Oslo Stock Exchange, under the ticker code EME, at 54 Ementor Annual Report 2005 Shareholder information

57 Shareholding per country as of 31 December 2005 (2004) Norway 84 % (82 %) Sweden 6 % (1 %) Switzerland 5 % (0 %) Denmark 2 % (1 %) Others 3 % (3 %) Source: The Norwegian Central Securities Depository Shareholder and dividend policy Ementor s primary goal is to create added value for its shareholders. The Company s dividend policy is to distribute per cent of its annual profits as dividends in periods with surplus liquidity. Because of the reported results, the Company has proposed that no dividend will be distributed for the 2005 accounting year. Share price performance Shares in Ementor fell 25.8 per cent in The Software & Services index (OSE45GI) at the Oslo Stock Exchange rose with 20.2 per cent during the same period, and the total index (OBX) rose 35.5 per cent. In 2005, million shares in Ementor were traded for a total of MNOK Each share changed hands 3.6 times on average during the year, compared with 6.9 times in At year-end the number of shareholders was , a reduction of 11.6 per cent from the previous year. As of 31 December 2005, the price of the EME share for tax assessment purposes was NOK Shareholder composition Ementor has a diversified shareholder structure with more than shareholders. Although Norwegian shareholders dominate the list of shareholders, countries such as Sweden, Switzerland and Denmark are also represented. The Norwegian shareholders increased their relative holdings in During the year the Company s largest known shareholder, Kistefos AS and associated companies and persons, held an unchanged ownership stake (owned and controlled shares) of 21.9 per cent. The company s largest shareholders as of 31 December 2005 appear in Note 14 to the Financial Statements. Shares owned by management and the Board of Directors Shares and options owned by managers and the Board of Directors appear in Note 14 to the Financial Statements. Earnings Tax rate RISK amount as of Year per share as of (NOK) Number Ownership Number of shareas of of shares % holders % > Total Ementor Annual Report 2005 Shareholder information 55

58 Corporate governance and company management Solid corporate governance contributes to the creation of value, and builds trust among external and internal stakeholders. Good corporate governance requires effective cooperation between the dayto-day management and the Board of Directors, respect for the Company s other stakeholders, and open, honest communication with the outside world. Below is a description of Ementor s foundation for good corporate governance. Ementor follows the Norwegian recommendation of December 2004 for good corporate governance. Business operations The object of Ementor is to sell data processing services, computer equipment, systems and related activities, and to participate in other companies for financial purposes. The above is stated in Article 2 of the Company s Articles of Association, which are also available on the Company s website. Equal treatment The Group s share capital consists of only one class of shares. The Articles of Association do not contain any voting right restrictions. All the shares have equal status. However, Ementor s conduit financing of the Norwegian accounts receivable contains a clause that requires approval by the lender if a shareholder acquires or controls 40 per cent or more of the shares/votes in Ementor, or if the shareholder in question is required to make a mandatory bid by law or to dispose of his shares in the Company. Purchase of own shares At the Annual General Meeting of 21 April 2005, the Board of Directors was authorised to purchase the Company s own shares. This authorisation is in accordance with Section 9 4 of the Norwegian Public Limited Companies Act, and grants the Board authorisation to allow Ementor ASA and/or its subsidiaries to buy shares in Ementor ASA for a maximum par value of MNOK 20 at prices of between NOK 1 and NOK 200. The Board is free to elect the methods to be used for the acquisition and sale of the Company s own shares. This authorisation is valid until the Annual General Meeting in 2006 and will expire no later than 30 June Free negotiability The shares are freely negotiable. The Articles of Association do not contain any trading restrictions. Share capital The Group s equity totalled MNOK 86.5 at the end of This gives an equity ratio of 5.0 per cent. With respect to the measures implemented to strengthen the Group s equity, reference is made to the Equity and debt financing section in the Board of Directors report on page 16. The Board of Directors continuously assesses the Company s capital adequacy requirements in light of the Company s strategy and risk profile. 56 Ementor Annual Report 2005 Corporate governance and company management

59 Authorisation to issue shares The Annual General Meeting in 2005 authorised Ementor s Board of Directors to issue a maximum of 20 million shares, each with a par value of NOK 1, by one or more private offerings to employees of the Company, as part of an option/ incentive programme. This authorisation is valid until the Annual General Meeting in 2006 and will expire no later than 30 June As of 31 December 2005 this authority had not been exercised; however, a total of 12.5 million share options have been issued to employees. Note 14 to the Financial Statements provides a summary of the option programme. In addition, the Board of Directors was authorised by the Annual General Meeting in 2005 to increase the Group s share capital by MNOK 38 through the issuance of a maximum of 38 million shares, each with a par value of NOK 1. This authority had not been exercised as of 31 December This authorisation is valid until the Annual General Meeting in 2006 and will expire no later than 30 June In both of the cases above, the existing shareholders have waived their preemptive rights to subscribe for and be allotted shares pursuant to Section 10 4 of the Norwegian Public Limited Companies Act. Dividends The General Meeting declares the annual dividend based on a proposal from the Board of Directors. The Company s dividend policy is to distribute per cent of its annual profits as dividends in periods with surplus liquidity. Because of the reported results, the Company has proposed that no dividend will be distributed for the 2005 accounting year. General Meeting The General Meeting guarantees shareholders participation in the Company s highest body. Shareholders who represent at least 5 per cent of the shares may demand that an Extraordinary General Meeting be held to deal with a specific topic pursuant to Section 5 7 of the Norwegian Public Limited Companies Act. The General Meeting shall normally be held by 1 June annually. Notice shall be sent at least two weeks prior to the General Meeting. Registration may be performed by a written reply, fax or through the Internet. The case documents should contain adequate detail so that the shareholders can make a decision on the matters that are to be discussed and the registration deadline should be set as close as practically possible to the actual meeting. Shareholders who cannot participate in person may vote by proxy. The agenda is set by the Board of Directors, and the main items are normally: report by the President and CEO, approval of the annual report and accounts, election of an auditor, election of members to the Board and the election committee, as well as adoption of remuneration to the auditor, Board and members of the election committee. As a minimum, the Board Chairman, a representative from the election committee, the auditor, the President and CEO and the Chief Financial Officer will attend the General Meeting. The General Meeting is chaired by an independent chairperson. In 2005 the Annual General Meeting was held on 21 April, and per cent of the share capital was represented. Election committee The election committee shall consist of the Board Chairman and two members elected by the General Meeting pursuant to Article 7 of the Articles of Association. The committee elects its own chairman. The members who are elected by the General Meeting have a term of office of two years. A new committee was elected by the Annual General Meeting in 2005 and consists of: Bente Rahte Jan-Fredrik Wilhelmsen Åge Korsvold (Board Chairman) Board of Directors Election and composition of the Board of Directors The General Meeting elects the shareholder-elected representatives to the Board of Directors. The election committee prepares the nominations for shareholder-elected Board members prior to the election. Importance is attached to the combined Board having expertise in the work of boards and the Company s principal operations, in addition to being independent in relation to the Company s day-to-day management Ementor Annual Report 2005 Corporate governance and company management 57

60 and the Company s principal shareholders. Resolutions concerning the composition of the Board are made on the basis of a simple majority. The Board elects its own Chairman. The Board of Directors currently consists of six shareholder-elected members and four members elected by and from among the employees. The shareholderelected members are: Åge Korsvold (Board Chairman), Dag B. Sørsdahl, Knut Øversjøen, Turid Grotmoll, Ronny J. Langeland and Cathrine Foss Stene. Åge Korsvold and Dag B. Sørsdahl are associated with Kistefos AS and Knut Øversjøen is associated with the Umoe Group. Kistefos AS and Umoe Invest AS are both among the Company s largest shareholders. The other Board members are independent in relation to the Company s largest shareholders and the Company s management. The Board members are elected for a term of two years and may stand for re-election. All the shareholder-elected members were elected in 2004 and are thus up for election in Independence of the Board of Directors The Board of Directors considers itself to be independent of the Group s administrative management. Importance is attached to there not being any conflicts of interest between the shareholders, Board, corporate management and the Company s other stakeholders. Remuneration to the Board of Directors The General Meeting determines the annual remuneration to the Board of Directors. This remuneration shall reflect the Board s responsibility, expertise and time spent, and it is not dependent on results. The total remuneration adopted at the Annual General Meeting in 2005 was NOK The full annual remuneration totals NOK for the Board Chairman, NOK for shareholder-elected Board members and NOK for employee-elected Board members. Board Member Dag Sørsdahl acted as the President and CEO for the Company until 7 February Sørsdahl received a remuneration of NOK for this work. No other remuneration beyond the ordinary directors fees has been paid to Board members. For a detailed account of the remuneration paid to Board members and their shareholdings in the Company, see Notes 20 and 14, respectively, to the Financial Statements. Work of the Board of Directors The Board of Directors has primary responsibility for management of the Group. The Board shall ensure proper organisation of the business operations, draw up plans/strategies and budgets, keep itself informed of the Company s financial position and ensure that the operations, accounting and asset management are subjected to proper scrutiny. The function of the Board is primarily to safeguard the interests of all the shareholders, however, the Board also bears responsibility for the Company s other stakeholders. A clear division of work has been defined between the Board of Directors and day-to-day management. The Board Chairman is responsible for ensuring that the work of the Board is performed in an efficient and correct manner in accordance with the duties of the Board. The President and CEO is responsible for the Company s operative management. The guidelines for the work of the Board of Directors are set forth in separate rules of procedure. The rules of procedure contain, for example, provisions relating to Board meeting notices, the Board s administrative procedures, division of work between the Board and the President and CEO, the Board s obligations and authority, impartiality requirements, confidentiality requirements and the handling of insider information. Notice and structure of meetings The Board of Directors schedules fixed meetings every year. Normally eight to ten meetings are held. Additional meetings are called as required. A total of 13 meetings were held in Board members regularly receive information on the Company s operational and financial performance prior to the scheduled Board meetings. Board members also receive monthly reports on the operations. The Company s business plan, strategy and risk are regularly subjected to review and evaluation by the Board of Directors. The Board members are free to consult the Company s senior executives if they feel a need to do so. The Board of Directors discussions and Solid corporate governance contributes to the creation of value, and builds trust among external and internal stakeholders. 58 Ementor Annual Report 2005 Corporate governance and company management

61 minutes of meetings are confidential, unless the Board determines otherwise, or unless there is clearly no need for confidentiality. In addition to the Board members, the President and CEO, Chief Financial Officer and Company Secretary participate in the meetings. Other participants are invited as required. All matters of significant importance shall be submitted to the Board of Directors. This applies, for example, to approval of the annual and quarterly reports, strategy and strategic plans, acquisition and sale of businesses, and investments. Any guarantees or contracts beyond the limits defined in the authorisation granted by the Board to the President and CEO shall be approved by the Board. Use of Board committees The Group shall have an election committee pursuant to the Articles of Association. The Board of Directors has evaluated whether additional Board committees should be established, including an audit committee. In the opinion of the Board there is no need to establish additional Board committees beyond the election committee. Insider trading The Board of Directors has adopted instructions for Ementor s primary insiders, which regulate trading in financial instruments and include provisions relating to prohibition of trading, investigation and reporting requirements, ban on giving advice, duty of confidentiality, etc. The instructions were updated on 2 September 2005 due to changes to the Stock Exchange Regulations and Securities Trading Act. Board of Directors self-evaluation The Board of Directors perform an annual evaluation of how the Board members function individually and as a group. The evaluation is performed in cooperation with external resources. Remuneration to the President and CEO The President and CEO s terms are set by the Board of Directors. The remuneration to the President and CEO is specified in Note 20 to the Financial Statements. The Board of Directors represented by the Board Chairman reviews the President and CEO s salary and other remuneration on an annual basis. In the opinion of the Board the President and CEO s terms shall be competitive, but not leading. Information and communication Annual report and accounts interim reporting The Group ordinarily presents its preliminary annual accounts in the beginning of February. The complete accounts, Board of Directors report and annual report are sent to the shareholders and other stakeholders two weeks prior to the General Meeting. Beyond this, interim accounts are reported on a quarterly basis. Other market information Open investor presentations are organised in connection with the publication of the Group s annual and quarterly results. The Ementor Annual Report 2005 Corporate governance and company management 59

62 President and CEO reviews the results and comments on the performance of each individual country and market, as well as the outlook. The Group s Chief Financial Officer also participates in these presentations. Investor-related information and presentations associated with the annual and quarterly results are available on the Group s website at Beyond this, the Group maintains a running dialogue and conducts presentations for analysts and investors. The Company s financial calendar with an overview of the dates for the General Meeting, publication of the annual report, interim reports, etc., have been published on the Company s website ( The Company s presentations, which are also published online on the Internet via a webcast, are also available on the Company s website ( The Group considers informing the shareholders and investors on the Group s performance and its economic and financial status to be of vital importance. Importance is attached to making the same information available to the market and the stakeholders at the same time. Caution with regard to the unfair distribution of information shall therefore be exercised when talking to analysts and investors. Takeovers The Group s Articles of Association contain no defence mechanisms against the acquisition of shares, nor have any other measures been instituted to restrict the opportunity to acquire shares in the Company. Auditor Auditor s relationship to the Board of Directors The Board Chairman holds a meeting with the auditor and corporate management prior to the Board of Directors discussion of the financial statements. The auditor is always present at the Board meeting where the annual financial statements are discussed. At this meeting, the Board of Directors is briefed on the financial statements and any matters of particular concern to the auditor. Auditor s relationship to the corporate management PricewaterhouseCoopers has been the Company s auditor since In addition to ordinary auditing, the auditing firm has provided consulting services related to accounting, tax and reporting. Reference is made to Note 20 to the Financial Statements. The corporate management holds annual meetings with the auditor. At this meeting a report from the auditor on the Company s accounting principles, risk areas and internal control routines is reviewed. The Board of Directors will evaluate regularly whether the auditor is performing his audit function in a satisfactory manner. The auditor s remuneration is approved by the Company s General Meeting. Notice of how the remuneration breaks down between auditing and other services will be given at the General Meeting. 60 Ementor Annual Report 2005 Corporate governance and company management

63 Group management Jo Lunder (b. 1961) President & CEO Ementor ASA Managing Director Ementor Norge AS MBA, Henley Management College. Master of Business and Marketing, Oslo Business School. Previous experience: Chairman of the Board, President, CEO and COO at VimpelCom. Managing Director Telenor Privat, deputy Managing Director Telenor Mobil and other managerial positions in the Telenor Group. Management positions in Nordea/Norgeskreditt. Ementor employee since February Carsten Dilling (b. 1962) Deputy CEO Ementor ASA Managing Director Ementor Danmark A/S Bachelor of Commerce, BSc in Economics Previous experience: CEO Columbus IT Partner, several top management positions in IBM. Ementor employee since March Jo Lunder Carsten Dilling Rune Falstad (b. 1952) Executive Vice President & Chief Financial Officer Ementor ASA Bachelor of Commerce Previous experience: CFO Visma Software ASA, CFO Unitor ASA, CFO Canargo Energy Ltd., management positions in STK AS/ITT. Ementor employee since August Johan Rittner (b. 1959) Managing Director Ementor Sverige AB Bachelor of Business and Administration Previous experience: Managing Director Prohunt, Director and Sales Manager in IBM. Ementor employee since September Rune Falstad Johan Rittner 61

64 EMENTOR ASA, Brynsalleen 2, Box 6472 Etterstad, NO-0605 Oslo, Tel , Fax , org.no , EMENTOR NORGE AS, Brynsalleen 2, Box 6472 Etterstad, NO-0605 Oslo, Tel , Fax , org.no , EMENTOR DANMARK A/S, Lautrupvang 6, DK-2750 Ballerup, Tel , Fax , org.no , EMENTOR SVERIGE AB, Allén 6A, Box 1093, SE Sundbyberg, Tel , Fax , org.no , ALL PHOTOS EMENTOR 2006