Annual report
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Annual Report 2025 Empowering Europe through digitalisation
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In this report Executive summary 4 Letter from the Chair and the CEO 5 Netcompany in numbers 8 Netcompany presence 9 Five-year highlights 10 Our business 11 Vision and strategy 12 Market opportunities 14 Product and platform suite 16 Industry verticals 17 Netcompany Banking Services 23 Financial review 25 Financial performance 26 Financial guidance 28 Operating entities 30 Revenue visibility 34 Capital and other financial positions 35 Corporate governance 36 Governance structure 37 Our leadership 38 Board of Directors 40 Executive Management 42 Risk management 46 Shareholder information 51 Data ethics 54 Sustainability statements 55 General disclosures 62 Environment 75 Social 101 Governance 118 General disclosures appendix 127 Financial statements 131 Consolidated financial statements 132 Parent company financial statements 188 Board of Directors and Executive Management statements 205 Independent auditor’s reports 206 Financial terms 213 Company information 214 2 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Purpose We empower societies, institutions and businesses by leveraging our digital know-how, talent and technology to create innovative solutions Front page Sebastian Grube Østergaard, Data Consultant Table of content Janni Schmidt Hansen, Manager Management comments Please find the video with our Chair, CEO, and CFO on our website, where they share their diverse perspectives on the fiscal year. Remuneration Report As part of our annual reporting, we have released our Remuneration Report. See the video with comments from our Chair, CEO & CFO netcompany.com/investor/annual-report Read our Remuneration Report netcompany.com/investor/governance – shaping a modern, just, and competitive Europe
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Ulrik Vestergaard Knudsen, Chief Corporate Affairs Officer Executive summary »In a world of constant change, Netcompany remains a stable, visionary, and reliable partner, and we are confident in our direc- tion, building the digital foundation for a strong, independent, and prosperous Europe.« Letter from the Chair and the CEO 5 Netcompany in numbers 8 Netcompany presence 9 Five-year highlights 10 4 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Letter from the Chair and the CEO Leading Europe’s digital future in an era of change The past year has been defined by significant geopolitical and economic shifts, creating an environment of profound uncertainty across the globe. In these times, the imperative for a resilient, secure, and digitally sovereign Europe has never been more critical. At Netcompany, we have embraced this challenge and have decisively positioned ourselves as a pivotal partner in building a stronger, more independent, and digitally empowered continent. Our journey, which began 25 years ago with a vision for respon- sible digitalisation, has culminated in our current role as a European market leading provider of mission critical digital services and solutions, supporting governments and enterprises throughout Europe. Our performance this year stands as a testimony to the resilience and relevance of our strategy. In a volatile market, we have demonstrated our ability to grow and thrive, a success built upon a clear and deliberate strategy that anticipates the future of our industry. Organically, we realised close to 8% revenue growth and delivered adjusted EBITDA margin around 17%. Including our acquisitional merger with SDC A/S mid-year, we grew revenue by more than 20% com- pared to last year. André Rogaczewski, CEO 5 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Letter from the Chair and the CEO
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Our strategy is anchored in core pillars that not only guide our operations but also define our value proposition. This year we have increased our focus on European digital sov- ereignty, our product and platform-based Go-To-Market approach, and the integration of Artificial Intelligence (AI) as a fundamental enabler. European digital sovereignty The increased focus from European govern- ments, large enterprises, and the European Union on enhancing digital capabilities based on solutions from European vendors is not a passing trend; it is a fundamental realign- ment. The drive for digital sovereignty – the ability for a nation or region to have control over its own digital destiny – underpins the relevance and timing of our strategic invest- ments. To reinforce our standpoint, we ran the “Stand Tall Europe” campaign in the spring of 2025 – a clear statement on the importance companies like ours have in the continued strengthening of European sover- eignty. We are immensely proud to be a trusted European vendor, committed to developing, hosting, and maintaining critical digital infrastructure on European soil, gov- erned by European regulations. By providing solutions developed in Europe, for Europe, we help ensure that control over critical data and digital infrastructure remains within the continent. Our expanding footprint outside of Denmark, with significant project wins in the UK, Greece, and the Netherlands, demonstrates the widespread demand for a partner who understands and embodies these principles. We are not just any IT pro- vider; we are a strategic IT partner. Our product and platform approach We firmly believe that the future does not belong to traditional IT consultancy compa- nies that build bespoke solutions from scratch for every engagement. That model is becoming increasingly inefficient and slow. The future belongs to European product and platform companies that leverage compo- nents, pre-built products, and AI to deliver solutions in a fast, reliable, and responsible way. In 2023, we formally embraced this vision with the launch of our product and platform strategy, a decision that is now yielding signif- icant results and clearly differentiates Netcompany from our peers. Our approach allows us to deliver superior value faster and with lower risk. We are building on proven, reusable platforms like PULSE, our real-time data orchestration engine, AMPLIO, our plat- form for regulated case management and process automation, and AMI, our engine to provide an enhanced communication platform. We support both the EU and individual mem- ber states in achieving a more efficient and yet compliant offering to Tax and Customs through our products SOLON, ERMIS and LUMENUS. This benefits both our customers and our business. Customers implement robust, state-of-the-art solutions faster, while we achieve accelerated revenue growth and real- ise improved efficiencies. The merger of SDC into Netcompany Banking Services during the year extends our product and platform strategy further into the Financial Services Industry. By commercialis- ing traditional bank offerings, through a com- bination of modern core banking capabilities and innovative platforms, we tap into the larg- est vertical for IT spending in the private sec- tor – Financial Services. Our vision for Netcompany Banking Services is to facilitate that banks using our platform can set a new standard for the advice and service custom- ers can expect – not just from their bank, but from the entire banking sector. We have launched a number of new products during the year based on our existing plat- forms. One of them is VERÁ, our response to the urgent need for improved resilience and defence capabilities in Europe. VERÁ is an AI-enabled platform providing real-time awareness, prediction, and response to hybrid threats – build on the PULSE platform. Another new product we have launched is AMPLIO Estate – an innovative core system for property management. These are examples of how we differentiate ourselves from traditional IT services players, with our products and platforms. The Core of our solutions: AI In Netcompany, AI is a fundamental, inte- grated part of our delivery model and our products and platforms. We recognised early on that, to lead the digital transformation, we had to transform ourselves first. Therefore, our workforce of +9,500 talented individuals are trained in and use our internal digital assistant, EASLEY AI. EASLEY AI is our proprietary platform for gen- erative AI, trained on Netcompany’s vast repository of deliverables, methodologies, »The future belongs to European product and platform companies that leverage components, pre-built products, and AI to deliver solutions in a fast, reliable, and responsible way.« André Rogaczewski, CEO 6 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Letter from the Chair and the CEO
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André Rogaczewski CEO and Co-Founder Bo Rygaard Chair of the Board of Directors and best practices. It assists our employees in every phase of a project – from design and architecture to building, testing, and operat- ing solutions. While we are still early in the adoption of EASLEY AI in all aspects through- out the Group, this will ensure that we main- tain a competitive edge, enhance quality, and drive efficiency across the company. Our AI capabilities extend beyond generative models. We design our products and plat- forms to be AI-ready, ensuring that our clients are not just prepared for today, but for the future. With PULSE, we have a strong position as a European leader in predictive AI and digital ecosystems. Applying AI within AMI enables a totally different experience with digital mail – bringing dead PDF docu- ments to life in a GDPR compliant environ- ment. And within AMPLIO the deep embed- ded AI capabilities enable our customers to unlock significant operational savings in their operations. Furthermore, within ERMIS, AI supports increased fraud detection, and within SOLON, it facilitates multiple simulation capabilities for various tax revenue management models, to name just a few examples. Unlocking the potential In a world of constant change, Netcompany remains a stable, visionary, and reliable part- ner. Our vision and purpose continue to attract talent to our Group, and our projects and way of working has led to an increase in our eNPS of more than 30% from 22 to 32. Our exceptional people, and our strong finan- cial performance in combination with our products and platforms provide a solid foun- dation for long-term value creation, allowing us to pursue our long-term goal commun- cated in connection with our Capital Markets Day on 31 October 2025: 5 to 10% revenue growth throughout any business cycle, yield- ing at least 20% adjusted EBITDA margin no later than by 2029. We are confident in our direction and immensely proud to be at the forefront, build- ing the digital foundation for a strong, inde- pendent, and prosperous Europe. Bo Rygaard, Chair 7 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Letter from the Chair and the CEO
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Group adjusted EBITDA1 DKK million 1,272.5 Group reported revenue1 DKK million 20.7% 15.9% 0.1pp 49.4pp Gender distribution Management3 % female 23.3% 1.3pp 7,891.7 1.4pp Gender distribution employees3 % female 28.7% Organic adjusted EBITDA margin2 in constant currencies % 16.9% → 0.0pp Gender distribution Board of Directors3 % female 40.0% Cash conversion ratio1 % 97.7% 6.1pp Renewable electricity share3 % 100.0% Netcompany provides essential IT solutions for both societal and business needs, aiding our private and public customers in their digital evolution towards a more digital, efficient, and responsible future. Netcompany in numbers Financial Sustainability 1 Figures are calculated in accordance with formulas on page 213 2 Breakdown of calculation can be found in the table on page 26 2 Figures are calculated in accordance with accounting principles within the sustainability statements 8 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Netcompany in numbers
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Netcompany presence Average workforce1,2 5.1% 9,392 2,923 Greece 3,035 Denmark 686 Luxembourg 659 United Kingdom 889 Poland 380 Norway 368 Belgium 352 Vietnam 202 Netherlands 1 Presented figures are pro forma and include the impact from the merger of SDC A/S into NBS 1 July, applied retrospectively 2 The map indicates countries in which we have more than 50 FTEs 9 Netcompany presence Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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DKK million 2025 2024 2023 2022 2021 Public sector revenue 4,828.3 4,496.0 4,108.5 3,594.9 2,210.4 Private sector revenue 3,063.4 2,044.5 1,969.9 1,949.7 1,421.6 Revenue recognised over time 7,824.5 6,473.1 6,016.0 5,516.3 3,630.4 Revenue recognised at a point in time 67.2 67.4 62.4 28.3 1.5 Organic revenue 7,044.1 6,540.6 6,078.4 4,172.8 3,346.4 Non-organic revenue 847.6 0.0 0.0 1,371.9 285.6 Total revenue 7,891.7 6,540.6 6,078.4 5,544.6 3,632.0 Special items -355.3 -2.7 -0.5 0.0 -37.7 Adjusted EBITDA 1,272.5 1,097.9 901.2 1,106.2 880.9 EBITDA 917.3 1,089.8 900.7 1,112.1 843.0 Adjusted EBITA 1,054.2 909.9 712.7 967.6 793.2 EBITA 699.1 901.8 712.2 973.5 755.3 Operating profit (EBIT) 561.8 785.5 578.0 839.4 703.8 Net financials -169.2 -145.0 -138.0 -77.8 -33.4 Net profit 256.9 467.5 304.0 602.8 574.3 Financial position Investments in intangible assets 121.9 91.0 107.9 118.0 11.3 Investments in tangible assets 105.3 54.9 98.5 52.2 46.2 Total assets 9,903.6 8,072.3 8,159.8 7,193.9 7,021.1 Equity 3,488.4 3,615.4 3,830.1 3,526.9 3,037.9 Dividends paid 0.0 0.0 0.0 0.0 49.1 Cash flow figures Cash flow from operating activities 582.9 966.9 758.6 773.0 465.6 Cash flow from investing activities -914.9 -178.2 -302.8 -244.3 -1,254.5 Cash flow from financing activities 372.9 -988.9 -343.4 -646.0 882.4 Free cash flow 355.8 821.1 552.1 602.7 408.0 Net increase in cash and cash equivalents 40.9 -200.2 112.4 -117.3 93.5 Earnings per share Earnings per share (DKK) 5.48 9.67 6.13 12.26 11.73 Diluted earnings per share (DKK) 5.42 9.58 6.09 12.15 11.59 2025 2024 2023 2022 2021 People Average number of workforce 8,929 8,007 7,684 6,906 3,787 Average number of full-time employees 7,960 6,854 6,638 6,044 3,595 Share of women, Board of Directors¹ 40.0% 40.0% 40.0% 50.0% 40.0% Share of women, Management¹,2 23.3% 22.0% 20.7% 18.4% N/A Share of women¹ 28.7% 27.3% 27.1% 26.1% N/A CEO pay ratio 1:27 1:16 1:18 1:18 1:20 Environmental key figures (tonnes) CO2e scope 1¹,2 2,086.6 1,692.3 1,553.9 1,460.0 N/A CO2e scope 2 (market-based)¹,2 152.7 478.2 427.4 1,675.8 N/A CO2e scope 3¹,2 79,682.4 67,636.3 63,890.2 63,868.6 N/A EU Taxonomy-alignment share of eligibility Revenue¹ 37.3% 42.9% 44.8% 60.0% N/A CapEx¹ 5.1% 6.8% 0.9% 31.7% N/A OpEx¹ 26.0% 40.0% 39.0% 58.8% N/A Financial ratios Revenue growth 20.7% 7.6% 9.6% 52.7% 27.9% Gross profit margin 28.1% 29.1% 28.0% 32.0% 36.7% Adjusted EBITDA margin 16.1% 16.8% 14.8% 20.0% 24.3% EBITDA margin 11.6% 16.7% 14.8% 20.1% 23.2% Adjusted EBITA margin 13.4% 13.9% 11.7% 17.5% 21.8% EBITA margin 8.9% 13.8% 11.7% 17.6% 20.8% Operating profit margin 7.1% 12.0% 9.5% 15.1% 19.4% Effective tax rate 31.6% 25.1% 29.7% 20.3% 21.1% Return on equity 7.2% 12.6% 8.3% 18.4% 21.0% Solvency ratio 35.2% 44.8% 46.9% 49.0% 43.3% ROIC 4.8% 9.3% 5.9% 12.0% 14.8% ROIC (adjusted for goodwill) 14.0% 26.1% 16.9% 36.6% 54.1% Cash conversion ratio 97.7% 147.1% 135.1% 85.2% 66.4% Financial figures have been calculated in accordance with formulas on page 213. ¹ Sustainability key figures and EU Taxonomy-alignment have been calculated in accordance with accounting principles described in the sustainability statements. 2 Shares of women, Management for 2024 and 2023, and CO2e figures for 2024, 2023 and 2022 have been restated, see page 109 and page 81, respectively for further description. Five-year highlights 10 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Five-year highlights
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Our business Elpida Syka-Lerioti, Associate Engineer »I wasn’t just given a desk and a to-do list. I was given the opportunity to grow« Vision and strategy 12 Market opportunities 14 Product and platform suite 16 Industry verticals 17 Netcompany Banking Services 23 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements 11
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Building talent and empowering societies Our commitment to developing exceptional talent and contributing to democratic soci- eties directly supports our European leader- ship ambition. By attracting and training top talent, we build the human capital neces- sary to execute complex projects, at scale across multiple markets, and to continu- ously deliver market-leading innovative products and platforms. Our focus on empowering a modern Europe through technology creates strong relation- ships with governments and institutions, establishing us as the trusted partner of choice for digital transformation initiatives. As a European company, we understand the unique needs and values of European soci- eties, building the foundation for sustained growth. 02. Driving responsible digitalisation Responsible digitalisation is central to our strategy and aligns naturally with European values and regulatory frameworks. Our commitment to transparency, trust, and integrity creates strong resonance with European governments and enterprises seeking digital transformation partners who commits to European values. We prioritise solutions that foster citizen engagement and ensure transparent access to government activities. Our practices pro- mote sustainability, building long-term part- nerships that expand our market presence, pursuing digital sovereignty through imple- mentation of responsible technology. Vision and strategy Leading Europe’s digital future, responsibly Our ambition is to become a leading modern pan-European tech company. We are positioned to achieve this by leveraging our role as a leading European IT services company with market-leading products and platforms. We are committed to enabling digitalisation across Europe through our tech-enabled, human-driven approach, empowering governments, businesses, and institutions to harness technology for democracy, transparency, and social progress. Netcompany’s strategy is to accelerate growth and profitability by transitioning from a pure IT services model to a hybrid model, driving expansion through our portfolio of scalable products and platforms and related expertise. This strategic transformation positions Netcompany to capture Europe’s digital transformation opportunity while building the scale, capabilities, and market presence necessary to become a leading modern pan-European tech company. Our approach combines consulting expertise with proven technical assets, utilising reusable founda- tions, platforms, and products that accelerate implementation while significantly reducing costs. Our strategic approach is built on six core capabilities that create sustainable competi- tive advantages and enable us to capture market leadership through superior delivery excellence and strategic market expansion. These interconnected capabilities form the foundation of our growth strategy toward becoming Europe’s leading modern tech company. 12 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Vision and strategy
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Scaling our proven business model Our business model and methodologies serve as key differentiators that will drive our European expansion across multiple strategic industry verticals. This proven approach enables successful integration of acquired companies and ensures consistent delivery excellence regardless of market or sector. We focus on carefully targeted verticals in both the public and private sector. With dedicated sales teams and experienced industry leaders strengthening client rela- tionships, our technical teams can focus on delivery excellence while leveraging deep industry insights to accelerate revenue growth through reusable solutions deployed to various customers within the same verti- cal across multiple countries. 05. Accelerating European market expansion Strategic market expansion represents the direct path to achieving our leadership ambition. In relevant markets, we establish new operations to build local presence and expertise, while strategic acquisitions are reserved for opportunities that add signifi- cant scale and market penetration in key European markets. Through targeted acquisitions, we instantly gain scale, local expertise, and customer relationships. Combined with organic growth through winning significant new projects, this dual approach ensures we build the comprehensive market presence necessary to establish leadership across Europe. 06. Partnering for sustainability We are committed to a more sustainable future and proud of the progress we enable for our customers, European society, and its businesses. Digitalisation makes our every- day operations more efficient, and through our long-term partnerships with innovative service providers, we support our clients in operating their solutions and IT infrastruc- ture with the lowest possible environmental footprint. This sustainability focus strengthens our position as the preferred partner for European organisations committed to responsible digital transformation, directly supporting our path to market leadership. 03. Products and platforms Our extensive portfolio of coding founda- tions, platforms, and products forms the engine of our growth strategy. These assets increasingly incorporate AI capabilities in the core that enhance automation and accelerate development cycles and thereby enable us to deliver solutions faster and more cost-efficient than building from scratch, providing a competitive advantage in winning new business across European markets. As we expand across Europe, these proven products and platforms allow us to scale rapidly while maintaining quality standards, directly supporting our ambition to achieve market leadership through superior delivery capabilities. 13 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Equity story
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Total IT spend in Europe DKKbn 2024 3,680.8 2025 4,026.0 2026 4,416.4 2027 4,855.0 2028 5,342. 1 1,780.1 1,900.7 1,870.1 2,155.9 1,970.7 2,445.6 2,079.9 2,775.1 2,197.3 3,144.8 Total addressable IT spend in Europe DKKbn 2024 2,732.3 2025 3,002.7 2026 3,308.5 2027 3,653.4 2028 4,037.3 1,178.9 1,553.3 1,240.1 1,762.6 1,308.5 2,000.0 1,383.0 2,270.4 1,463.0 2,574.2 Core addressable IT spend in Europe DKKbn 2024 2,391.4 2025 2,624.4 2026 2,888.6 2027 3, 187.3 2028 3,520. 1 1,122.61,268.8 1,181.4 1,443.0 1,247.1 1,641.5 1,318.7 1,868.7 1,395.5 2,124.6 IT services Software Market opportunities Towards European market leadership Netcompany is growing a strong presence across Europe, operating in Denmark, Norway, the UK, the Netherlands, Luxembourg, Belgium, Greece and other countries, aiming to become a leading mod- ern pan-European tech company. Our opera- tions in Northern Europe, which are among the most digitalised regions, provide expertise that can be leveraged continentwide. While some markets are relevant due to their size, others hold potential for increased digitalisa- tion. We are currently servicing customers in Germany and Sweden too and find both mar- kets highly interesting – Germany for its size and Sweden for its comparability to both the Danish and Norwegian market. Our extensive reach, and the products and platforms that we offer, enables us to deliver relevant digital solutions across sectors and regions. We customise our approach based on each country’s digital maturity, enabling effective market penetration. The total IT market Defined as the expected IT market spend based on market analysis conducted by the International Data Corporation (IDC) and includes total expected IT spend across all potential IT services, not limited to the ones in which Netcompany operates and also includes IT spend on software. The addressable IT services market Derived from the total IT services market, but lim- ited to the services and software in which Netcompany operates such as; systems integration, IT consulting, custom application development, application management, hosted application man- agement and hosting infrastructure services. Furthermore, the addressable market has been nar- rowed using the pace layers; systems of innovation, systems of differentiation and systems of records as defined by Gartner. The core addressable IT services market Defined as the part of the addressable market, which is dominated by medium and large compa- nies with significant annual IT budgets, with strate- gic focus on using digitalisation as a competitive advantage by implementing complex projects where sophisticated IT capabilities are required. Committed to quality, innovation, and cus- tomer satisfaction, Netcompany is set to shape the future of IT and digital transforma- tion in Europe. Based on market data from IDC, total IT spend in Europe – encompassing both IT ser- vices and software – amounted to more than DKK 4,000bn in 2025 and is expected to increase by around 10% annually towards 2028. We assess the addressable IT market to grow by around 10% annually towards 2028, with the core addressable IT market expanding at the same pace and reaching more than DKK 3,500bn in 2028, representing large potential for continued growth for Netcompany. Given our ongoing commercialisation of prod- ucts and platforms, we include software spend in the core addressable market. Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements 14 Market opportunities
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IT spend in existing markets 2025 DKK bn UK NL DK BE/ LU NO GR 278.9 270.5 78.2 84.9 33.8 42.5 42.9 41.0 21.9 29.3 5.0 6.3 Core adressable IT service spends Core adressable IT software spends IT spend in target markets 2025 DKK bn DE 195.0 304.7 SE 39.4 58.2 Core adressable IT service spends Core adressable IT software spends IT Services, existing markets 662.4 IT Services, target markets 378.7 Software, existing markets 706.4 Software, target markets 545.8 IT Services, existing markets 457.5 IT Services, target markets 246.8 Software, existing markets 579.9 Software, target markets 447.3 IT Services, existing markets 444.3 IT Services, target markets 234.3 Software, existing markets 474.6 Software, target markets 362.9 IT spend in our existing and target markets IT spend DKKbn Addressable IT spend DKKbn Core addressable IT spend DKKbn Total DKKbn 2,293.3 Addressable IT spend consist- ing of DKK 1,037.4bn in 2025 in our existing markets, and DKK 694.1bn in our target markets. Core addressable IT spend of DKK 918.9bn in our existing markets and DKK 597.2bn in our targets markets. 44.8% of core addressable IT spend related to IT services and 55.2% related to software. In addition to total IT spend of DKK 1,368.8bn in 2025 in our existing markets, IT spend in our target markets, consisting of Sweden and Germany, amounted DKK 924.5bn. Total DKKbn 2,293.3 Total DKKbn 1,731.4 Total DKKbn 1,516.1 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements 15 Market opportunities
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Product and platform suite Proven assets driving growth VERÁ An AI-based command-and-control plat- form that delivers real-time situational awareness and coordinated response in defence operations. LUMENUS An AI-driven risk analysis product that helps public sector organisations identify fraud and non-compliance. Netcompany Banking Services A core banking platform designed to meet the demands of modern financial institu- tions – multi-country and multi language across different regulatory landscapes. LIFE & PENSION A cloud-native administration product for managing all policy types in the pension and life insurance sectors. PULSE A real-time data engine platform that con- nects and organises information across complex ecosystems like utilities and transport. PERSEUS A specialised product automating social security and pension administration, from revenue collection to benefits management. DX4B A cloud-native, modular digital banking product delivering web, mobile, and open banking services for financial institutions. AIRHART A modular airport management platform that unifies operational data to enhance efficiency and passenger experience. AMPLIO A modular platform for regulated case management and process automation in complex organisations. SOLON TAX A commercial product that modernises rev- enue management and taxpayer operations for multiple tax types. ADVISOR An AI-powered financial planning tool pro- viding detailed advice and simulations for major life events. ERMIS A comprehensive customs management product handling the full declaration lifecy- cle, from submission to clearance. AMI A secure communication platform that con- nects governments, businesses, and citi- zens for unified digital correspondence. Products Products are solutions that have reached a high level of maturity and commercial availability, making them suitable for widespread distribution across multiple markets. Platforms Platforms are flexible solutions that offer reusability across different verticals but still allow for some tailored customisation driven by clients. Co-owned products In special cases, smaller bolt-on acquisitions or investments in joint projects can give us significant functionality to our offerings. EASLEY AI A secure, model-independent AI platform that increases productivity through intelli- gent document management and automation. 16 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Product and platform suite
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Our Go-To-Market strategy combines deep technical expertise with dedicated industry focus, ensuring that every client engagement is led by professionals with direct sector expe- rience. A few years ago, we introduced our product and platform strategy to sharpen our industry vertical approach and accelerate innovation. Over the past year, we have deliv- ered against this strategy across our target verticals – Digital Government, Tax & Customs, Infrastructure, Defence & Resilience and Financial Services – offering a robust portfolio of products and platforms solving complex sector needs. Combined with our proven methodology for implementing complex solu- tions, this approach continues to ensure client success and drive measurable impact on our business. Digital Government Financial Services Infrastructure Defence & ResilienceIndustry verticals Delivering value through vertical expertise Tax & Customs 17 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Industry verticals
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EASLEY AI Netcompany empowers the transformation of public services through a comprehensive suite of Govtech products and platforms. Leveraging extensive experience from com- plex, mission-critical projects, we enable governments to deliver secure, user-centric digital services. Our products and platforms, facilitate seamless, interactive communica- tion between authorities, citizens, and busi- nesses. By connecting public bodies and modernising critical infrastructure, we help build smarter, more resilient societies for the digital age. Geographical presence Products & platforms Denmark, EU Institutions, Germany, Greece, Netherlands, Norway, Sweden, United Kingdom Digital Government Case Empowering citizens with the EU Digital Identity Wallet Case Next-generation registration system accelerates IND’s EU compliance Case Norwegian municipality sets a new standard for digital administration Europe is establishing a new digital infrastruc- ture for secure, privacy-preserving cross-border identification and authentication across the Union, strengthening Europe’s digital sovereignty. Supported by a consortium spearheaded by Netcompany, the Commission launched an updated version of the Reference Implementation for the EU Digital Identity Wallet in December, enhanced with key features and aligned with the latest technical standards. This marks another significant step in support- ing the Member States’ public rollout of the wal- let in December 2026. The EU Digital Identity Wallets give citizens a simple and secure way to control and share personal data across Europe, enabling cross-border services and simplifying everyday tasks such as opening a bank account or regis- tering for healthcare. The EU Digital Identity Wallet meets strict EU standards for security and transparency, letting citizens choose exactly what data to share and applying robust verification methods to reduce the risk of fraud. This positions Europe as a global leader in digital identity and secure data exchange. European countries are facing significant changes in the area of migration, challeng- ing national authorities to strengthen screening processes, replace manual rou- tines, and meet tight compliance deadlines. Accelerating the Dutch Immigration and Naturalisation Service’s digital transforma- tion, we deliver a modern registration sys- tem that streamlines migration management and ensures compliance with new EU legis- lation across Europe. The Dutch Immigration and Naturalisation Service (IND) needed a new system to com- ply with the requirements of the EU Pact on Migration and Asylum. An implementation deadline in 2026 meant that rapid integra- tion of a modern, digital solution was essential. By utilising key components from our AMPLIO platform, our solution transforms manual workflows into a centralised, ser- vice-oriented digital infrastructure, consoli- dating applicant data and streamlining case management. Through reuse of modular IT components, we enable IND to meet the EU’s 2026 com- pliance deadline. The Dutch solution sets a standard for other EU countries, demonstrating how AMPLIO can accelerate digital transformation and support future visions of agile public ser- vices across Europe. We will transform case management in Nesodden Municipality with an AI-powered solution, demonstrating how artificial intelli- gence can streamline workflows and ele- vate public services across organisations. Case management in the public sector con- sumes significant time and resources due to manual tasks such as documentation, infor- mation retrieval, and decision-making. But this is all about to become much easier. Nesodden Municipality and its digitalisation partner Ikomm are taking a major step towards the future by partnering with us to implement an innovative, AI-supported case management solution. By integrating our EASLEY AI platform, Nesodden Municipality will automate man- ual processes, enhance quality, and provide caseworkers with comprehensive process support. Once implemented, our solution will summarise cases, compile key informa- tion, and enable proactive decision-making in accordance with Norwegian law. The goal is to free up time for professional judgement while ensuring safer, more effi- cient, and user-friendly administration. Scalable across all departments, the part- nership will demonstrate how AI can trans- form public sector workflows and set a standard for other public organisations seeking to deliver better and more effective services. AMI AMPLIO PERSEUS 18 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Industry verticals
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EASLEY AI Netcompany is at the forefront of digitalising Europe’s tax and customs landscape, deliv- ering robust, scalable solutions that under- pin modern revenue collection and border management. Our advanced products and platforms, streamline compliance, enhance fraud prevention, and simplify interactions for millions of taxpayers and businesses. By replacing legacy systems for authorities, we help our clients meet evolving legislative and security demands, while supporting efficient, transparent, and future-ready public services. Products & platforms Tax & Customs ERMIS SOLON TAX Geographical presence Albania, Austria, Denmark, Greece, Hungary, Iceland, Lithuania, Luxembourg, Netherlands, Norway, Sweden, Ukraine, United Kingdom Case Netcompany reappointed for New Transit Customs Solution contract Netcompany has been reappointed by HM Revenue and Customs (HMRC) to deliver the New Computerised Transit System Phase 6 (NCTS6) through Netcompany's leading cus- toms solution ERMIS, continuing work that has successfully modernised UK transit operations and will ensure compliance with UK and European requirements. NCTS6 is a legal requirement of all Common Transit Convention (CTC) member countries, including the UK. NCTS5 went live on 28 June 2024 for Northern Ireland and 1 July 2024 for Great Britain, improv- ing how traders move goods through the UK. The ERMIS implementation replaced legacy systems with a modern, automated platform that reduces administrative burden, accelerates processing times and delivers enhanced control and visibility across the entire transit process. The Phase 6 appointment reflects Netcompany's proven capability in delivering critical government systems through ERMIS. The platform already supports HMRC's transit activities within Border & Trade, facilitating over 2 million trade declarations annually in the UK, and processes over 20 million declarations and 150 million transactions annually throughout the EU. Case The Greek tax authorities embark on an ambitious digital transformation with SOLON TAX The Greek tax authorities are undertaking an ambitious modernisation of their entire tax administration landscape with SOLON TAX at its core. The solution will replace multiple legacy sys- tems and streamline hundreds of processes, creating a unified, end-to-end digital platform. This modern architecture will improve efficiency, strengthen security, and simplify tax collection, while equipping the authorities with enhanced tools to counter tax evasion. Citizens and busi- nesses will gain access to intuitive self-service capabilities that reduce friction and speed up case handling. In doing so, the programme mirrors broader international trends toward what is often referred to as Tax 3.0 – a more data-driven, transparent, and proactive approach to tax administration. By modernising legacy infrastructure and enabling real-time digital interactions, SOLON TAX supports this evolution in a concrete, operational way. Valued at €70 million over five years, the agreement builds on Netcompany’s strong presence in Greece and our deep tax and customs expertise developed over more than two decades. LUMENUS 19 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Industry verticals
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AIRHART by Smarter Airports EASLEY AI Netcompany’s Infrastructure vertical leads the digital transformation of Infrastructure in broader terms, including transportation and logistics, supporting businesses in optimis- ing operations and adapting to changing market demands. Our real-time data engines and control towers provide a single source of truth, enabling seamless integra- tion of planning, execution, and results. Solutions like PULSE, originally designed for airport digitalisation, now empower adapt- able logistics management across diverse industries – breaking down silos and enhancing forecasting and responsiveness. Alongside transport and logistics, we enable innovation in energy & utilities, helping energy suppliers, e-Mobility, waste manage- ment, telecoms, and wind power companies modernise legacy systems and accelerate their transition to data-driven, custom- er-centric operations. Our platforms stream- line processes and prepare organisations for AI adoption, ensuring resilient, future- ready infrastructure across all sectors. Geographical presence Products & platforms Infrastructure PULSE Denmark, Norway, Germany, Greece, Switzerland, United Kingdom Case Munich Airport shows a blueprint for orchestrated operations Munich Airport’s implementation of AIRHART exemplifies how a strategic orchestration plat- form can power digital transformation, enabling innovation, integration, and operational excel- lence at scale. Munich Airport is redefining how major hubs modernise their operations. Rather than focus- ing on isolated technology upgrades, Munich Airport has adopted a platform-first strategy and positioned AIRHART as the orchestration layer that connects people, systems, and pro- cesses throughout the airport ecosystem. AIRHART is supporting a range of operational needs, including real-time dashboards, a next-generation digital twin for airside opera- tions, and mobile task management for airfield operations. Each initiative builds upon a shared foundation, ensuring that digitalisation enhances efficiency, consistency, and collabo- ration across the operation. We pursue a parallel transformation strategy. With Munich Airport deploying AIRHART alongside its legacy operational systems, inno- vation can progress without disruption. This approach accelerates value delivery and reduces risk, illustrating how AIRHART can work with existing infrastructure and progressively deliver a modern, orchestrated future. AIRHART also unifies specialist airport systems, from security resource management tools to AI-driven turnaround optimisation engines, gathering insights through a single real-time interface that provides a single operational overview and improves situational awareness for all stakeholders. Collaboration has been key. Regular exchanges between Munich Airport and Copenhagen Airports have enabled knowledge sharing, co-development, and joint design sessions that directly shaped the evolution of the platform. Munich Airport’s journey is not only transform- ing one of Europe’s leading airports but also actively shaping the future capabilities of AIRHART for the global aviation community. 20 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Industry verticals
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EASLEY AI Netcompany’s Defence vertical is dedicated to bolstering digital sovereignty and opera- tional readiness for European democracies. We design and deliver secure, resilient IT solutions for high-assurance and classified environments, enabling defence organisa- tions to modernise infrastructure and main- tain strategic advantage in a rapidly evolving threat landscape. A central innovation in this vertical is VERÁ, Netcompany’s next-generation command and control platform. VERÁ leverages artifi- cial intelligence to provide real-time situa- tional awareness, predictive analytics, and coordinated response capabilities across all operational domains – air, land, sea, space, and cyber. By creating a digital twin of the defence and civil ecosystem, VERÁ fuses data from disparate sources into a unified view, empowering commanders to make data-driven decisions in complex scenarios. Key features include AI-powered anomaly detection, risk and delay prediction, and automated logistics planning, all designed to counter modern hybrid threats such as cyberattacks, sabotage, and disinformation. VERÁ’s open standards architecture ensures that clients retain full control over their data and systems, reinforcing digital sovereignty and adaptability. Defence & Resilience VERÁ Products & platforms »In a time of persistent hybrid threats, overall alertness – the ability to react fast across sectors and domains, isolate incidents, and restore balance – is of crucial importance.« AMPLIO Geographical presence Denmark, United Kingdom 21 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Industry verticals
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Netcompany is redefining the Financial Services Industry (FSI) with comprehensive digital platforms and deep sector expertise across banking, insurance, and pensions. In 2025, the acquisition of SDC A/S, com- pleted through its merger with Netcompany Banking Services (NBS), marked a pivotal step, demonstrating our ability to transform the future of banking in Europe. With NBS’s regulated core banking infrastructure – serving millions of customers and process- ing billions of transactions – Netcompany now powers scalable, secure, and innova- tive financial operations for over 50 banks across the Nordics. This modern core banking engine is seam- lessly integrated with our established plat- forms facilitating case management, com- munication, AI, and digital banking experiences – alongside advanced pension and advisory solutions from Festina Finance. By uniting robust infrastructure with digital experience technologies, we enable financial institutions to accelerate innovation, optimise compliance, and deliver future-ready services. Geographical presence Cyprus, Denmark, Faroe Islands, Germany, Greece, Netherlands, Norway, Sweden Financial Services Case The Pension Platform for the Next Decade Three structural pressures face pension funds today; ageing demographics, rising digital expectations from customers, and tightening regulations. These demands place significant pressure on existing pension solutions, as expectations can- not be met by simply layering automation, self-service, and AI onto a legacy IT architecture. At the same time, the pension fund seeks to launch new products with a short time-to-mar- ket, which poses an additional challenge. We have partnered with Forca – one of Denmark’s leading pension administrators – to implement our industry-leading solution – AMPLIO Life & Pension with EASLEY AI and mit. dk. The solution reduces administrative costs through automation, unlocking resources to strengthen advisory services, deliver seamless end-to-end customer experiences, and acceler- ate product innovation. The 10-year agreement with an option to extend for up to 12 additional years, will support admin- istration of over DKK 120bn in asset under man- agement on behalf of Forca’s 700,000+ members. The solution is available to pension funds across Europe. AMI AMPLIO EASLEY AI ADVISOR by Festina Finance LIFE & PENSION by Festina FinanceDX4B Products & platforms Netcompany Banking Services 22 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Industry verticals
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Netcompany Banking Services Transforming the future of banking in Europe As of 1 July, Netcompany completed the acquisition of SDC A/S through a taxable merger, whereby former SDC was merged into a newly formed company – Netcompany Banking Services A/S, fully owned by Netcompany. This strategic move provides a strong foothold for Netcompany in the Financial Services Industry (FSI), advancing our vision for a transformed banking experi- ence across Denmark, the Nordics, and Europe. The total addressable IT services market within the FSI in the Nordic region is estimated at DKK 44 billion in 2025 and is pro- jected to grow by more than 10% annually towards 2028, underscoring the strategic importance of this acquisition. A modern banking platform built for scale and innovation Netcompany Banking Services (NBS) is a pre- mier provider of core banking solutions and critical IT infrastructure, partnering with more than 50 banks and serving millions of custom- ers across the Nordic region. As a regulated financial infrastructure operator, NBS pro- cesses over 1.6 billion core transactions and 40 million card and instant payments monthly. Following the merger, the combined workforce of Netcompany and NBS focusing on the FSI now exceeds 1,000 full-time employees, greatly expanding our technological and domain expertise within financial services. The transaction was financed with a DKK 1 bil- lion cash payment, utilising existing credit facilities. Strategic fit and synergy with Netcompany’s FSI vertical This acquisition extends Netcompany’s invest- ment in the FSI vertical, which already includes co-ownership of Festina Finance and a suite of digital platforms such as AMPLIO, AMI, EASLEY AI, and Dx4B. Combining our existing digital platforms with NBS’s infrastructure and market leading core banking platform creates significant opera- tional and commercial synergies, including enhanced offerings, increased efficiency, and strengthened compliance. Integrating and setting new standards for banking services Integration is progressing faster than planned, with NBS operating as a fully owned subsidi- ary under a governance model that ensures »Together with Netcompany, we have a shared ambition to make the banking sector a driving force for digital innovation« Klaus Skjødt, Former SDC Chair 23 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Netcompany Banking Services
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close collaboration with bank customers. We are focused on harmonising technology and fostering a culture of innovation to ensure business development and value creation. The integration of Netcompany Banking Services (NBS) enhances our ability to deliver best-in-class solutions for current and future banking clients. By uniting technology with sector expertise, we enable banks to optimise operations, enhance customer satisfaction, and adapt swiftly to regulatory and market changes. NBS is expected to contribute positively to Group revenue and earnings from 2026 onwards, supporting our long-term goals of sustainable growth and sector leadership. »Our ambition is to deliver future-ready services for banks and their customers, not only in Denmark and Scandinavia, but across Europe.« André Rogaczewski, CEO at Netcompany Looking ahead This acquisition is a significant milestone for Netcompany. We are set to deliver the next generation of digital banking solutions and remain committed to driving digital transfor- mation in the financial sector and beyond. 24 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Netcompany Banking Services
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Claes Kinch, Senior Consultant Financial review »Trust doesn’t happen overnight. It takes time« Financial performance 26 Financial guidance 28 Operating entities 30 Revenue visibility 34 Capital and other financial positions 35 25 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements 25
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Revenue DKK million 2025 2024 7,891.7 6,540.6 Gross profit DKK million 2025 2024 2,219.1 1,928.4 Adjusted EBITDA DKK million 2025 2024 1,272.5 1,097.9 2025 2024 256.9 467.5 Net profit DKK million Financial performance DKK million 2025 (reported) 2025 (constant)1 2024 % change (reported) Non-organic impact % change (constant) Revenue 7,891.7 7,901.9 6,540.6 20.7% 13.0pp 20.8% Cost of service -5,672.6 -5,680.3 -4,612.1 23.0% 15.0pp 23.2% Gross profit 2,219.1 2,221.6 1,928.4 15.1% 8.1pp 15.2% Gross profit margin 28.1% 28.1% 29.5% -1.4pp -1.2pp -1.4pp Sales and marketing costs -60.9 -61.1 -52.8 15.3% 4.1pp 15.7% Administrative costs -885.7 -887.5 -777.7 13.9% 9.0pp 14.1% Adjusted EBITDA 1,272.5 1,273.0 1,097.9 15.9% 7.6pp 15.9% Adjusted EBITDA margin 16.1% 16.1% 16.8% -0.7pp -0.8pp -0.7pp Special items -355.3 -355.3 -2.7 N/A N/A N/A Other operating income / expense 0.2 0.2 -5.4 -103.2% -1.0pp -103.2% EBITDA 917.3 917.8 1,089.8 -15.8% -20.3pp -15.8% EBITDA margin 11.6% 11.6% 16.7% -5.0pp -4.5pp -5.0pp Depreciation -218.2 -218.9 -188.0 16.0% 3.8pp 16.4% Amortisation -137.3 -137.3 -116.3 18.1% 17.8pp 18.1% Operating profit (EBIT) 561.8 561.6 785.5 -28.5% -31.7pp -28.5% Operating profit margin 7.1% 7.1% 12.0% -4.9pp -4.4pp -4.9pp Net financials -169.2 -169.1 -145.0 16.7% 0.9pp 16.6% Income / loss from investment in joint venture -14.7 -14.7 -10.8 36.1% 0.0pp 36.1% Income / loss investment in associates -2.2 -2.2 -5.6 -60.7% 2.9pp -60.7% Profit before tax 375.7 375.6 624.0 -39.8% -40.1pp -39.8% Tax -118.7 -118.7 -156.5 -24.1% -28.3pp -24.1% Effective tax rate 31.6% 31.6% 25.1% 6.5pp 5.6pp 6.5pp Profit 256.9 256.9 467.5 -45.0% -44.1pp -45.1% Above figures have been calculated in accordance with formulas on page 213. 1 Performance in constant currencies was measured by using average exchange rates from the comparable period. 26 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Financial performance
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Netcompany Group In 2025, organic revenue grew 7.7% (constant 7.9%) compared to 2024. The organic growth was driven by 7.4% growth in revenue from the public sector and 8.4% growth in revenue from the private sector. Revenue growth was realised in all segments. In a market with lim- ited growth opportunities, our products and platforms ensured that Netcompany stood out as a reliable and value adding strategic partner, which materialised into new projects during the year, with significant wins in both the public and private sector. Reported revenue grew 20.7% in 2025, of which 13 percentage points were non-organic related to Netcompany Banking Services1 (NBS). Licence revenue accounted for 1% of the Group’s organic revenue in 2025, in line with 2024. In 2025, average FTEs amounted to 8,929 impacted by the inclusion of NBS that accounted for approximately 900 FTEs. Excluding NBS, client facing FTEs of 7,913 increased by 5.6% compared to 2024. In addi- tion, 877 client facing FTEs from Netcompany Banking Services were included in the Group as of 1 July 2025. By the end of 2025 we had more than 9,500 highly talented employees in the Group. The attrition rate for 2025 excluding Netcompany Banking Services was 18.1% — on par with 2024. Organic gross profit increased by 7% in 2025, yielding an organic gross profit margin of 29.3%, consistent with 2024. The Group’s margin remained stable despite increased time spent on product and business develop- ment during the first half of 2025, as well as time allocated to preparing for the integration of SDC into NBS. Reported gross profit – including the impact from Netcompany Banking Services - increased 15.1% to DKK 2,219.1m in 2025. Reported gross profit margin was 28.1% in 2025, negatively impacted by NBS by 1.2 per- centage points compared to 2024. Sales and marketing costs increased by 15.3% to DKK 60.9m in 2025. The increase in costs was related to increased focus on expansion of our products and platforms to new mar- kets. Administrative costs for 2025 were DKK 885.7m, compared to DKK 777.7m in 2024. The increase in administrative costs was mainly related to the inclusion of Netcompany Banking Services to the Group. Organic adjusted EBITDA increased 8.3% to DKK 1,188.8m in 2025, yielding an organic adjusted EBITDA margin of 16.9% in constant currencies – in line with 2024. Reported adjusted EBITDA increased 15.9% to DKK 1,272.5m in 2025. Netcompany Banking Services impacted adjusted EBITDA positively by 7.6 percentage points, while adjusted EBITDA margin was negatively impacted by 0.8 percentage points. Special items amounted to DKK 355.3m in 2025 and were related to redundancies, ter- mination of leases and contracts for services no longer required, as well as various costs related to retention and integration efforts in relation to the merger of SDC into NBS and advisory costs related to the transaction. Depreciation and amortisation were DKK 355.5m in 2025, compared to DKK 304.3m in 2024. Of these, DKK 27.8 m was related to the addition of NBS during the year. Operating profit (EBIT) was DKK 561.8m in 2025 compared to DKK 785.5m in 2024. The decline in EBIT was a result of the special items recognised in 2025. Adjusted for spe- cial items EBIT increased 16.8%. Net financials were negative DKK 169.2m in 2025, compared to negative DKK 145m in 2024. Profit before tax was DKK 375.7m compared to DKK 624m in 2024, negatively impacted by special items. Tax on profit for the year was DKK 118.7m, yielding an effective tax rate of 31.6% compared to 25.1% in 2024. The increase in effective tax rate was a conse- quence of non-deductible costs in relation to the merger. Net profit for the year was DKK 256.9 com- pared to DKK 467.5m in 2024, negatively impacted by special items and the increase in effective tax rate. Parent company As a holding company, the Parent company’s objective is to hold shares, directly or indi- rectly. The Parent company’s investment per- formance was assessed as satisfactory and in accordance with expectations. The Parent’s income statement for 2025 showed an income of DKK 676.5m compared to a loss of DKK 84.5m in 2024. The development was driven by dividend received from subsidiaries. The financial position at 31 December 2025 showed an equity of DKK 725.7m and total assets of DKK 3,674.8m compared to DKK 423.9m and DKK 5,231.3m last year. Group structure and foreign branches For full overview of Group structure and our foreign branches, see note 37 in the financial statements on page 186. 1 As of 1 July 2025, Netcompany completed the acquisition of SDC A/S through a taxable merger, whereby former SDC was merged into a newly formed company – Netcompany Banking Services A/S, fully owned by Netcompany. 27 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Financial performance
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Financial guidance In 2025, we delivered organic growth and earnings in line with our original financial guidance, while also spending a significant amount of time on enhancing our products and platforms, as well as on business development. In addition, we also added the former SDC to our Group through a merger into Netcompany Banking Services from 1 July 2025. Financial performance against original guidance In 2025, we achieved 7.9% organic revenue growth in constant currencies and maintained organic adjusted EBITDA margin on par with last year. Total revenue grew 20.8% in 2025, as a consequence of the inclusion of Netcompany Banking Services. We saw positive momentum across the busi- ness, with all segments supporting organic revenue growth. Netcompany SEE & EUI once again delivered strong results, and the UK public sector gained traction as key projects began to scale. Organic adjusted EBITDA margin for 2025 was 16.9%. Despite a significant amount of resources spent on product and business development as well as resources spent on preparing for the integration of SDC – most significant in the first half of the year – we delivered margins in line with last year. During the second half of 2025 we saw an increase in margins as these efforts started to normalise. Financial metrics in constant currencies Target 2026 Actual performance 2025 Updated target Q3 2025 Original target 2025 Group revenue growth 15% - 20% 20.8% N/A N/A Group excl. Netcompany Banking Services revenue growth 5% - 10% 7.9% 6% - 8% 5% - 10% Group adjusted EBITDA margin 15% - 18% 16.1% N/A N/A Group excl. Netcompany Banking Services adjusted EBITDA margin 16% - 19% 16.9% 16% - 18% 16% - 19% »We will initiate a DKK 750m buyback programme, fulfilling our commitment to shareholders.« 28 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Financial guidance
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Alex Dalsgaard, Senior Data Architect Guidance for 2026 Our financial guidance for 2026 assumes that macroeconomic and geopolitical uncertain- ties will remain at the levels observed in 2025. We expect the focus from end customers on European sovereign identity to persist into 2026, and view this as supportive to our growth. Likewise, we expect the increased focus on obtaining actual production gains and efficiency from AI to be supportive to our growth too, as AI is embedded into our products and platforms. Consequently, we expect revenue growth for the Group, measured in constant currencies, to be between 15% and 20% including Netcompany Banking Services for the full year. We expect adjusted EBITDA margin for the Group – also measured in constant currencies and including Netcompany Banking Services (NBS) for the full year to be between 15% and 18%. For the Group excluding NBS, we expect revenue growth of 5% to 10% and adjusted EBITDA margin of between 16% and 19% – all in constant currencies. We will initiate a share buyback programme to run from the release of the annual report for 2025 and until the end of January 2027. The size of the programme is DKK 750m which will bring total share buyback pro- gramme from 2024 to 2026 to DKK 2bn – in line with previous commitments. Long-term targets We commit to the long-term targets as out- lined below. Based on the gradual realisation of synergies in NBS we expect to reach an adjusted EBITDA margin for the Group above 20% by 2029. ■ Long-term organic revenue growth for the Group through any business cycle of between 5% and 10% annually. ■ Adjusted EBITDA margin above 20% for the Group to be reached by 2029. Expected revenue growth in 2026 for the Group exclud- ing NBS 5%- 10% Long-term organic annual revenue growth 5%- 10% Long-term adjusted EBITDA margin >20% Expected adjusted EBITDA margin in 2026 for the Group excluding NBS 16%- 19% Long-term targets We remain committed to the long-term ambitions outlined below. Expected revenue growth in 2026 for the Group 15%- 20% Expected adjusted EBITDA margin in 2026 for the Group 15%- 18% 29 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Financial guidance
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Revenue % Denmark 40.5% 2025 SEE & EUI 32.8% United Kingdom 8.7% Norway 4.7% Netherlands 2.6% Banking Services 10.7% Revenue % Denmark 47.2% 2024 SEE & EUI 35.2% United Kingdom 9.3% Norway 5.2% Netherlands 3.1% Banking Services 0.0% Operating entities Denmark Revenue growth 3.6% Adj. EBITDA margin 23.7% Client facing FTEs 2,850 Norway Revenue growth 8.5% Adj. EBITDA margin 3.1% Client facing FTEs 401 SEE & EUI (South East Europe & EU Institutions) Revenue growth 12.5% Adj. EBITDA margin 14.4% Client facing FTEs 3,813 Netherlands Revenue growth 2.6% Adj. EBITDA margin 19.6% Client facing FTEs 205 United Kingdom Revenue growth 13.5% Adj. EBITDA margin 10.6% Client facing FTEs 644 Banking Services Non-organic revenue (H2 2025) DKK 847.6m Adj. EBITDA margin (H2 2025) 9.9% Client facing FTEs (H2 2025) 873 Revenue growth was realised across all segments in 2025, and further supported by the merger of SDC A/S into Netcompany Banking Services as of 1 July. Margins were on level with 2024. Operating entities 30 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Operating entities
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Operating entities 2025 Constant currencies (2024 rate) DKK million Group Denmark SEE & EUI United Kingdom Norway Netherlands Banking Services Revenue from external customers 7,901.9 3,199.9 2,593.2 688.2 367.5 205.5 847.6 Gross profit 2,221.6 1,218.2 574.3 145.1 58.8 69.7 155.5 Gross profit margin 28.1% 38.1% 22.1% 21.1% 16.0% 33.9% 18.3% Local admin costs -882.7 -460.8 -201.3 -72.1 -47.4 -29.4 -71.8 Adjusted EBITDA before allocated cost from HQ 1,338.9 757.4 373.0 73.0 11.4 40.4 83.7 Adjusted EBITDA margin before allocated cost from HQ 16.9% 23.7% 14.4% 10.6% 3.1% 19.6% 9.9% Allocated costs from HQ -65.9 -45.6 0.0 -11.0 -6.1 -3.2 0.0 Special items, allocated -355.3 -35.8 0.0 -8.0 -4.5 -2.3 -304.8 Depreciation 0.2 0.0 0.2 0.0 0.0 0.0 0.0 Amortisation -218.9 -102.7 -76.8 -15.0 -7.9 -9.5 -7.1 Other operating income / expense -137.3 -40.0 -65.5 -5.9 -3.3 -1.8 -20.7 EBIT 561.6 533.2 230.9 33.1 -10.3 23.6 -248.9 Client facing FTEs 8,349 2,850 3,813 644 401 205 436 (H2: 8731) Operating entities 2024 (Reported) DKK million Group Denmark SEE & EUI United Kingdom Norway Netherlands Banking Services Revenue from external customers 6,540.6 3,089.5 2,305.4 606.6 338.9 200.3 0.0 Gross profit 1,928.4 1,182.8 504.2 117.6 53.0 70.8 0.0 Gross profit margin 29.5% 38.3% 21.9% 19.4% 15.6% 35.4% N/A Local admin costs -777 .7 -430.9 -204.3 -66.7 -48.4 -27.4 0.0 Adjusted EBITDA before allocated cost from HQ 1,150.8 751.9 299.9 51.0 4.6 43.5 0.0 Adjusted EBITDA margin before allocated cost from HQ 17.6% 24.3% 13.0% 8.4% 1.4% 21.7% N/A Allocated costs from HQ -52.9 -37.2 0.0 -8.2 -4.8 -2.7 0.0 Special items, allocated -2.7 -1.9 0.0 -0.4 -0.3 -0.1 0.0 Depreciation -5.4 0.0 -5.4 0.0 0.0 0.0 0.0 Amortisation -188.0 -95.5 -70.6 -7.4 -8.2 -6.3 0.0 Other operating income / expense -116.3 -44.2 -58.4 -7.1 -4.2 -2.4 0.0 EBIT 785.5 573.1 165.5 27.9 -12.9 31.9 0.0 Client facing FTEs 7,492 2,826 3,547 572 360 186 0 1 As SDC A/S was merged into Netcompany Banking Services as of 1 July 2025, reported figures for the year represent zero FTEs in first half of 2025. Average client facing FTEs for Netcompany Banking Services in the second half of 2025 accounted 873. 31 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Operating entities
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Denmark SEE & EUI United Kingdom Revenue in Netcompany Denmark increased 3.6% to DKK 3,199.9m in 2025. Revenue was mainly driven by growth in the private sector, which increased revenue by 8.2%, whereas revenue grew by 0.8% in the public sector. The first six months of 2025 were affected by resources spent on product and business development as well as preparation work for the integration of SDC into Netcompany Banking Services. However, as expected, the level of these activities decreased during the second half of 2025. Gross profit margin was 38.1% in 2025, in line with 2024. Although resources were used for tasks related to product and business devel- opment, the Danish segment’s performance was maintained by a strong second half. Client facing FTEs grew less than 1% in 2025 and was related to FTEs hired in entities out- side of Denmark working on Danish projects. In 2025 adjusted EBITDA margin was 23.7% compared to 24.3% in 2024. In Netcompany SEE & EUI revenue grew 12.5% to DKK 2,593.2m in 2025. Revenue growth was driven by strong performance within both the public sector including the EU and the private sector, which grew revenue by 11.2% and 16.6%, respectively. Gross profit margin was 22.1% in 2025, in line with 2024. Despite lower licence revenue the gross profit margin was held steady, sup- ported by improvements in project execution. Client facing FTEs grew by 7.5% in 2025. In 2025 adjusted EBITDA margin was 14.4% compared to 13% in 2024. The improvement in adjusted EBITDA margin was a result of lower admin costs. Netcompany UK grew revenue 13.5% to DKK 688.2m in 2025. The growth was driven by the public sector which grew revenue 20.8% during the year, while private sector revenue declined 2.9%, as a result of discontinuation/ completion of historical low-margin contracts. During the year Netcompany’s public sector presence in the UK has increased, as a com- bination of new contract wins and increased engagements with existing customers. Gross profit margin was 21.1% in 2025 com- pared to 19.4% in 2024. The improved margin was a result of better utilisation and discon- tinuation of historical low-margin contracts. Client facing FTEs grew by 12.6% in 2025. Adjusted EBITDA margin was 10.6% in 2025 compared to 8.4% in 2024. 32 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Operating entities
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Norway Netherlands Banking Services Revenue in Netcompany Netherlands increased by 2.6% in 2025 compared to 2024, following growth of almost 35% in 2024. Gross profit margin was 33.9% in 2025 and in line with 2024. Client facing FTEs grew by 9.9% in 2025. Adjusted EBITDA margin in 2025 was 19.6% compared to 21.7% in 2024, mainly as a con- sequence of the slightly lower gross profit margin. As the merger between SDC and Netcompany Banking Services (NBS) was closed as of 1 July 2025, pro forma results1 have been applied for the first six months of 2025 to determine 2025 full year results for compara- ble purpose. Pro forma revenue for 2025 was DKK 1,652.3m, compared to reported revenue of DKK 1,705.8m in 2024 for SDC A/S. Revenue and earnings in 2024 were positively impacted by exit fees. Revenue of DKK 847.6m was recognised in the second half of 2025 after SDC was merged into Netcompany Banking Services. Pro forma adjusted EBITDA was DKK 110.1m in 2025, of which DKK 83.7m was generated in the second half of 2025, compared to pro forma adjusted EBITDA of DKK 109.2m in 2024 for SDC. To compare “like for like”, pro forma adjusted EBITDA was adjusted for cap- italisations2 in 2024 and first half of 2025. Pro forma adjusted EBITDA margin was 6.7% in 2025, compared to pro forma adjusted In Netcompany Norway, revenue grew 8.5% in 2025, driven by growth in revenue from the public sector that increased revenue 18.3% during 2025. Growth in revenue from the pub- lic sector was positively impacted by engage- ments with existing customers. Revenue from the private sector declined by 4.9% in 2025. Gross profit margin was 16% in 2025, in line with the same period last year. Client facing FTEs grew by 11.4% in 2025. Adjusted EBITDA margin was 3.1% in 2025 compared to 1.4% in 2024. EBITDA margin of 6.4% in 2024 in SDC. In the second half of 2025, Netcompany Banking Services delivered an adjusted EBITDA margin of 9.9% compared to proforma adjusted EBITDA margin of 6.5% in the same period last year. The improvement in margin was a result of the integration of SDC into Netcompany Banking Services and the materialisation of synergies. As a result of the integration of SDC into NBS, restructuring and integration costs of DKK 304.8m, including the impairment of right of use assets by DKK 73.1m, was recognised as special items. End of year a restructuring pro- vision of DKK 212.6m remains, covering costs to be incurred towards 2028. This includes costs related to redundancies, leases termina- tions, termination of contracts for services no longer required, as well as various costs related to retention and integration efforts. As a consequence of the merger, NBS was required to exit the ownership of JN Data as per the stipulated shareholders agreement. 1 Pro forma figures covers unaudited figures in SDC A/S in the first six months of 2025 and reported figures in NBS. 2 Pro forma adjusted EBITDA have been adjusted for capitalisations, hence this was the practice in SDC A/S prior to the merger between NBS and SDC. 33 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Operating entities
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Public sector DKK million Contractual committed Non-contractual committed Total 95.9% 4.1% 3,692.0 156.9 3,848.9 171.4 Contractual committed excl. Netcompany Banking Services Non-contractual committed 1,270.7 1,378.7 Total 45.0% 48.9% 6.1% 2,820.7 Private sector DKK million Contractual committed Netcompany Banking Services 328.2 Contractual committed excl. Netcompany Banking Services 4,962.7 1,378.7 Total 74.4% 20.7% 4.9% 6,669.6 Total revenue visibility DKK million Non-contractual committed Contractual committed Netcompany Banking Services Revenue visibility Visibility increased 36.2% to DKK 6.7bn, of which DKK 1.4bn is attributable to Netcompany Banking Services. Revenue visibility for 2026 amounts to DKK 6,669.6m, of which contractual committed revenue amounts to DKK 6,341.4m and non-contractual committed engagements amount to DKK 328.2m. Revenue visibility for the Group excluding Netcompany Banking Services (NBS) improved by 8.1% from DKK 4,895.6m for 2025 to DKK 5,290.9m for 2026. As of 1 July 2025, Netcompany assumed 100% ownership of SDC by merging it into NBS. We therefore distinguish between revenue visibility for the Group and revenue visibility for the Group excluding NBS. All revenue visibility for NBS relates to the private sector. Revenue visibility in the public sector therefore relates solely to the Group excluding NBS and amounts to DKK 3,848.9m for 2026, an increase of 9.5% compared to last year, of which contractual committed revenue amounts to DKK 3,692m and non-contractual committed engagements amount to DKK 156.9m. Revenue visibility for the Group excluding NBS in the private sector amounts to DKK 1,442.1m for 2026, an increase of 4.5% compared to last year, of which contractual committed revenue amounts to DKK 1,270.7m and non-contractual committed engagements amount to DKK 171.4m. § Accounting principles We measure revenue visibility on a 12-month rolling basis, based on two main input parame- ters, defined as total value of committed engagements, which comprise of fixed price engagements and service agreements, and ongoing time and material engagements with a high likelihood of conversion and/or prolonga- tion, defined as total value of planned contin- ued engagements. Revenue visibility encom- passes both contractual and non-contractual committed engagements. Contractual com- mitted engagements refer to the total value of engagements where a clear, mutual agree- ment on delivery and payment has been established with the customer, approved by both parties, and where payment is expected. Non-contractual committed engagements are highly expected engagements without formal contracts. 34 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Revenue visibility
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Adjusted EBITDA DKK million 2025 2024 2023 2022 2021 1,272.5 1,097.9 901.2 1,106.2 880.9 Free cash flow DKK million 355.82025 2024 2023 2022 2021 821.1 552.1 602.7 408.0 Debt ratio 1.6x2025 2024 2023 2022 2021 1.2x 1.4x 1.6x 2.7x Capital and other financial positions Working capital The combined value of work in progress, pre- billed invoices, and trade receivables was equal to 26% of revenue in 2025, compared to 27.8% in 2024. The development was caused by the inclusion of Netcompany Banking Services, that to a higher extent deliver ser- vices to prepaying clients. Mainly as a result of the inclusion of Netcompany Banking Services, days sales outstanding decreased from 72 days in 2024 to 64 days in 2025. Free cash flow and cash conversion Following exceptionally strong free cash flow and cash conversion rates above 130% in 2023 and 2024, cash conversion rate nor- malised, reflecting a natural adjustment after two years where balances, particular in work in progress, that had previously been built up were released as cash towards the end of the year. Hence, free cash flow in 2025 was mainly driven by a more normal development in working capital, and to some extent impacted by the special items expensed during the year. The negative development in net work in progress was due to significant increase in pre-billed invoices at the end of 2024 impacting 2025 negatively, as well as timing of milestone payments on significant projects mainly within public contracts throughout the Group. As a consequence of the development in free cash flow, our cash conversion rate decreased to 97.7% in 2025 compared to historical high rate of 147.1% in 2024. Investments and capitalisation During 2025, we established Netcompany Banking Services A/S by way of merging SDC A/S into Netcompany Banking Services. The transaction was closed on 1 July and valued SDC at DKK 1bn, which was paid in cash on 1 July 2025 by Netcompany Banking Services A/S to SDC’s shareholders. During the year, we invested a further DKK 40m, when acquiring additional 4% stake in Festina Finance A/S now owning 24%. In 2025, our investments in internally devel- oped software let to DKK 121.9m being capital- ised, compared to DKK 91m in 2024. These investments reflect our strategic focus on expanding capabilities and enhancing our technology offerings to support future growth and the innovation required by the industries we serve. Funding and leverage Current Group loan facility agreement runs until 2027 and is expected to be refinanced within 2026. The facility includes committed facilities of DKK 2,800m and an additional facility of DKK 2,000m for new acquisitions. As of 31 December 2025, DKK 1,580m was uti- lised for borrowings, DKK 17.1m on guarantees, and DKK 1,000m of our additional facility was utilised to acquire SDC A/S. Leaving DKK 2,202.9m available in unutilised funding of which DKK 1,202.9m can be utilised for normal operation if needed with no additional costs or covenants. As a consequence of the acquisitional merger with SDC A/S, debt ratio based on adjusted EBTIDA increased from 1.2x end of 2024 to 1.6x end of 2025. 35 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Capital and other financial positions
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Corporate governance Governance structure 37 Our leadership 38 Board of Directors 40 Executive Management 42 Risk management 46 Shareholder information 51 Data ethics 54 36 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Governance structure The shareholders of Netcompany Group are the supreme governing body of Netcompany and can exercise their rights at the Annual General Meeting by raising questions and passing resolutions on matters, such as elect- ing the Board of Directors and the auditor, adopting the company’s Articles of Association, and approving the Annual Report. Resolutions may generally be passed by a simple majority, whereas special resolu- tions such as decisions to amend the Articles of Association require two-thirds of the votes cast and capital represented, unless other adoption requirements are imposed by the Danish Companies Act. Netcompany has a two-tier governance sys- tem consisting of the Board of Directors and Executive Management in which responsibility is divided between the two independent bod- ies as set out in the Rules of Procedures for the Board of Directors and the Executive Management Instructions. As required by the Danish Companies Act, neither the Chairman nor the Vice Chairman are Netcompany exec- utives, and their roles do not overlap with the CEO’s responsibilities. As a listed company, Netcompany observes the Danish Recommendations on Corporate Governance, which are based on the comply- or-explain principle. Netcompany complies with 40 out of the 40 recommendations according to the Danish Committee on Corporate Governance and annually prepares a statement on corporate governance for the financial year. Our Corporate Governance Statement forms part of the management commentary and can be viewed under Documents and Governance on the website: Urszula Godlewska, Master Read more on our website netcompany.com/investor/governance/ 37 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Governance structure
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Our leadership This section outlines the roles and responsibilities of the Netcompany Board of Directors and Executive Management. Board of Directors The Board of Directors consists of five non-executive members elected annually at the Annual General Meeting (AGM) by the shareholders as per the Articles of Association. ■ Each member is individually elected at the AGM and serves a one-year term, after which they may be re-elected. ■ The Board of Directors appoints a Chair and a Vice Chair amongst its own members. ■ There are currently only professional mem- bers on the Board of Directors. ■ All five members (100%) are considered independent, according to the Danish Recommendations on Corporate Governance and applicable standards and guidelines. Board Committees Board Committees support the Board of Directors by preparing tasks and recommen- dations, with the Board of Directors making final decisions. The main tasks and duties of each committee are set out in committee charters which are reviewed, updated as needed, and approved by the Board of Directors annually. Members of the commit- tees, including the chair, are appointed by the Board of Directors from its own members. Responsibility for oversight of sustainability impacts, risks, and opportunities is embed- ded within the Board Committees, particularly the Audit Committee, as evidenced through each of their committee charters available on our website. Read more about Committee charters under corporate governance netcompany.com/investor/governance/ This section contains CSRD disclosure requirement: GOV-1 38 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Our leadership
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Board of Directors Board committees Executive Management Responsible for oversight of the overall and strategic management and proper organisa- tion of Netcompany Group’s activities. They supervise the Executive Management in their aim to achieve the company’s purpose and long-term value creation for its stake- holders, including its shareholders. Audit committee Assists the Board of Directors with the oversight of financial, sustainability, and statutory audit mat- ters, internal control, and risk management, including tasks related to business conduct; whis- tleblower procedures; supervising external auditor independence and selection; advising the Board of Directors on ESG decisions, including the double materiality assessment; and integrating sustain- ability due diligence results into governance processes and controls. Executive Management comprises four executive members registered with the Danish Business Authority, following the appointment of Alexandros Manos as Chief Commercial Officer from January 2026. Their purpose is to execute day-to-day management on behalf of Netcompany Group, which aligns with the overall and strategic directions set by the Board of Directors. The Executive Management regu- larly meets informally with the Board of Directors’ Chair, and the Group CFO regu- larly meets informally with Audit Committee’s Chair. Tasks include ensuring compliance with the Articles of Association general policies and guidelines, and appli- cable rules and regulations; continuously reporting to the Board of Directors on Netcompany Group’s activities, financial state, and other matters of significance; decision-making on resource allocation; and ensuring business conduct aligns with our long-term plans. Remuneration committee Assists the Board of Directors by preparing proposals and recommendations on remuneration for the Board of Directors and Executive Management. Tasks include annually reviewing the Remuneration Policy and ensuring it is complied with; overseeing incentive programmes, and spe- cific targets; overseeing pension, retirement, disability, or life insurance schemes for the Executive Management, and preparing the Remuneration Report. Nomination committee Assists the Board of Directors by preparing decision proposals and recommendations on the com- position of the Board of Directors and Executive Management. Tasks include nominating candidates, evaluating the composition of the Board of Directors and Executive Management including in terms of diversity and sustainability competencies, and annually reviewing the Diversity, Equity, and Inclusion (DEI) Policy. Our leadership (continued) The division of responsibility between the Executive Management and the Board of Directors is set out in the Rules of Procedures for the Board of Directors and the Executive Management Instructions. This section contains CSRD disclosure requirement: GOV-1 39 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Our leadership
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Juha Christen Christensen Committee memberships Nomination Committee (c) and Remuneration Committee (c) Executive positions Executive officer in Cloud Made Holding Ltd Non-executive positions Cloud Made Holding Ltd (c), Star Inc (c), Bang & Olufsen A/S (c) Special competencies General Business Management, Corporate Strategy, M&A, Technology and Digital Transformation, International Markets, Human Capital and Organisational Development, General Sustainability Expertise (ESG and CSRD), and experience in serving at other public boards Educational background(s) Studied Business Administration, London Business School, United Kingdom Board meetings attended 9 out of 9 meetings (100%) Committee meetings attended 4 out of 4 meetings (100%) Vice Chair Born 1964, Danish. First elected 2016. Term 2025. Independent. Bo Rygaard Committee memberships Nomination Committee and Remuneration Committee Executive positions Bo Rygaard Consulting and NC ShareCo 4 ApS Non-executive positions Kavi Invest A/S (m), Margot og Thorvald Dreyers Foundation (m), Bitten og Mads Clausens Foundation (m), Gladteknik A/S (c), Ejendomsaktieselskabet Vest (m), Statens Ejendomssalg A/S (vc), Krista og Viggo Petersens Foundation (c), Marie & M.B. Richters Foundation (Richters Fonden) (c), KFI Erhvervsdrivende Foundation (c), WEXØE A/S (m), WEXØE Holding A/S (m), Committee on Foundation Governance (c), Sovino Brands ApS (c), and Sovino Brands Holding ApS (c) Special competencies General Business Management, Corporate Strategy, M&A, Home Market, Human Capital and Organisational Development, General Sustainability Expertise (ESG and CSRD), and experience in serving on other public boards Educational background(s) M.Sc. Economics, Copenhagen Business School, Denmark Board meetings attended 9 out of 9 meetings (100%) Committee meetings attended 4 out of 4 meetings (100%) Chair Born 1965, Danish. First elected 2016. Term 2025. Independent. Board of Directors At year-end, our Board of Directors had five non-executive members elected by the shareholders. The Board brings together vast experi- ences from several sectors and geographies including many years of international management expe- rience, digital expertise, and public board-level competencies. This section contains CSRD disclosure requirement: GOV-1 40 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Board of Directors
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Board of Directors (continued) Susan Cooklin Åsa Riisberg Bart Walterus Committee memberships Audit Committee Executive positions None Non-executive positions NorteGas ES (m), and Houses of Parliament Restoration and Renewal Programme (m) Special competencies General Business Management, Corporate Strategy, Technology and Digital Transformation, International Markets, Public Sector and EU Markets, Human Capital and Organisational Development, and Finance and Accounting Educational background(s) BSc Economics & Accounting, University College of Wales, Aberystwyth, UK Insead International Directors Programme Board meetings attended 8 out of 9 meetings (89%) Committee meetings attended 5 out of 5 meetings (100%) Committee memberships Audit Committee (c) Executive positions None Non-executive positions Atlas Antibodies AB (c), Bonnier AB (m), Bonnier News AB (m), EQT Foundation, not for profit (m), Internetmedicin AB (m), Patricia Industries Part of Investor AB (m), Stena Adactum (m), Qarlbo AB (m) Special competencies General Business Management, Corporate Strategy, M&A, Private Equity Investing, International Markets, Finance and Accounting, including non-financial reporting (CSRD), General Sustainability Expertise (ESG), and experience in serving on other public boards and audit committees Educational background(s) Master’s in Finance & Accounting and Finance, Stockholm School of Economics, Sweden International Business, Hautes Etudes Commerciales, France Board meetings attended 9 out of 9 meetings (100%) Committee meetings attended 5 out of 5 meetings (100%) Committee memberships Audit Committee Executive positions None Non-executive positions Aviation Training Organisation (ATO) (m), Koninklijke vliegclub De Wouw, not for profit (m) Special competencies General Business Management, Corporate Strategy, M&A, Technology and Digital Transformation, International Markets, Public Sector and EU Markets, Human Capital and Organisational Development, Finance and Accounting, Risk Management and Compliance Educational background(s) Masters in Sociology, University of Leuven, Belgium MBA, Vlerick Business School, Belgium Masters in Accounting & Finance, Ehsal, Brussels, Belgium Board meetings attended 9 out of 9 meetings (100%) Committee meetings attended 5 out of 5 meetings (100%) Board Member Born 1960, British. First elected 2022. Term 2025. Independent. Board Member Born 1974, Swedish. First elected 2020. Term 2025. Independent. Board Member Born 1961, Belgian. First elected 2023. Term 2025. Independent. This section contains CSRD disclosure requirement: GOV-1 41 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Board of Directors
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Executive Management Claus Jørgensen André Rogaczewski Executive positions Holdingselskabet Claus Jørgensen II ApS, CJ CCP Holding I ApS, and CJ CCP Holding II ApS (own holding companies), and AC NC Holding ApS (joint holding company between André Rogaczewski and Claus Jørgensen) Non-executive positions Grandes Hesses A/S (m) Other positions None Sustainability expertise Social matters including working conditions, health and safety, diversity, and privacy Other Claus Jørgensen is a co-founder of Netcompany and Chief Operating Officer since 2000 Educational background(s) M.Sc. in Economics from the University of Southern Denmark Executive positions André Rogaczewski Holding II ApS, André Rogaczewski Holding II 2022 ApS, AR Creative ApS Non-executive positions Smarter Airports A/S (vc) Other positions The Confederation of Danish Industry (m), The Executive Committee of Danish Industry (m) The Digital Committee of Danish Industry (c), the Business Policy Committee of Danish Industry (m), the Export and Investment Fund of Denmark (EIFO) (m), Digital Dogme (c), Think Tank EUROPA (m), the University of Aalborg (c), and the College of Chairpersons of Danish Universities (vc) Sustainability expertise Social impacts of digitalisation on society and individuals, and Corporate culture Other André Rogaczewski is a co-founder of Netcompany and Chief Executive Officer since 2000 Educational background(s) M.Sc. in Computer Science from Aalborg University Chief Operating Officer Born 1967, Danish Chief Executive Officer Born 1968, Danish This section contains CSRD disclosure requirement: GOV-1 Our Executive Management team consists of four members who have significant experience in managing technology businesses, as well as in other industries rele- vant to Netcompany’s strategy. 42 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Executive Management
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Alexandros Manos Thomas Johansen Executive positions None Non-executive positions None Other positions Anatolia College Board of Trustees (m) Sustainability expertise Broad experiences across environmental management, social matters, governance, and reporting Other Alexandros Manos is Chief Commercial Officer at Netcompany, pre- viously CEO of Netcompany SEE & EUI, and joined Netcompany in 2021 as part of the acquisition of Intrasoft International S.A. Educational background(s) BSc in Electrical Engineering and a BA in Business Economics from Brown University, and an MSc in Electrical Engineering & Computer Science from the Massachusetts Institute of Technology (MIT) Executive positions None Non-executive positions Festina Finance A/S (m), Smarter Airports A/S (m), Netcompany Banking Services A/S (c) Other positions None Sustainability expertise ESG reporting (CSRD), Risk management and compliance, Corporate governance, and Environmental management Other Thomas Johansen is Chief Financial Officer at Netcompany, a posi- tion he has held since he joined the company in 2017 Educational background(s) M.Sc. in Auditing and Business Economics from Copenhagen Business School, and several management degrees incl. MBA from Rotterdam School of Management Chief Commercial Officer Born 1971, Greek Chief Financial Officer Born 1970, Danish This section contains CSRD disclosure requirement: GOV-1 From beginning 2026, our Executive Management team was expanded through the inclusion of Alexandros Manos, our new Chief Commercial Officer. Executive Management (continued) 43 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Executive Management
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§ Accounting principles Only the two legal genders (male/female) are considered when calculating the share of the underrepresented gender (female) on the Board of Directors. The share of female mem- bers on the Board of Directors is found by calculating the percentage of the number of female board members out of the total num- ber of board members. The number of female board members is found by counting the number of females on the Board of Directors in the period from the Annual General Meeting in March until the end of the financial year. Gender diversity The Board of Directors has an equal gender split, as defined in the Danish Gender Balance Act, and strives to maintain this going for- ward. It has set a target for other manage- ment levels in Netcompany Group A/S of 25% women, in accordance with the same act. 2025 2024 Board of Directors Total number of members 5 5 The underrepresented gender (female) in % 40% 40% Executive Management Total number of members 3 3 The underrepresented gender (female) in % 0% 0% Diversity in management Our Diversity, Equity and Inclusion (DEI) Policy applies to everyone at Netcompany – from the Board of Directors and Executive Management to all other employees – and includes requirements from both hard and soft law. The Policy is adhered to by the Board of Directors when a new Board mem- ber is proposed at a general meeting and in connection with the hiring and promoting of persons to managerial positions. Our DEI Policy constitutes compliance with the requirements stipulated by section 107d of the Danish Financial Statements Act and the Danish Recommendations on Corporate Governance. The Diversity, Equity, and Inclusion Policy is available at: www.netcompany.com/investor/governance/ Our DEI Policy is designed to ensure equal gender representation within the company and to address the broader gender imbalance in the IT sector. Our objective is to create an inclusive environment where all employees feel valued, regardless of gender, age, disabil- ity, or educational and professional back- ground. Beyond gender, we recognise the importance of multiple aspects of diversity and have incorporated these into our DEI Policy. To achieve the aims of our Policy, we work continuously to promote diversity through open and unbiased recruitment processes, targeted advancement and development pro- grammes, and by setting and monitoring goals for gender representation in accor- dance with legal requirements. We also sup- port diversity through a culture of openness and respect, as well as by organising social activities that encourage interaction across different groups. During the reporting period, we have taken steps to strengthen inclusivity in our manage- ment team and the wider organisation. This includes providing guidance and training to managers to support them in recruiting, lead- ing, and engaging diverse teams. While we recognise this is an ongoing process, we have seen positive developments in the form of increased awareness, a more diverse candi- date pool, and broader representation overall. Our efforts remain focused on achieving our diversity objectives and further embedding inclusivity in all aspects of our operations. 44 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Board of Directors and Executive Management
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Remuneration and evaluation Executive remuneration Executive remuneration is linked to perfor- mance on financial and non-financial targets in accordance with Netcompany’s Remuneration Policy. The overall objective of the Remuneration Policy is to attract and retain qualified members of the Board of Directors and the Executive Management by ensuring competitive remuneration in line with comparable companies. The Policy aims to support our financial and non-financial strategy and long-term goals. For further information on the Remuneration to the Board of Directors and the Executive Management Please refer to the Remuneration report For further information on the Remuneration Policy www.netcompany.com/investor/governance/ Claes Kinch, Senior Consultant In 2026, the Board will engage an external ex- pert consultancy to review and suggest new and updated long-term targets and model for the Executive Management to be presented in 2027. Board evaluation Each year, the Board of Directors reviews and assesses the skills, expertise, and experience of both its members and the Executive Management, and presents the results to the Board. In 2024, the Board carried out an eval- uation of both the Board of Directors as a whole and its individual members. Since an external facilitator was engaged for the evalu- ation in 2024, and as the Corporate Governance Recommendations suggest external assistance should be used every three years, the Board of Directors chose not to involve external parties this year. The eval- uation was based on a questionnaire, which each Board member completed and provided feedback on. The assessment covered, among other things, the Board’s efficiency, performance, and composition, as well as the contributions of individual Board members and their cooperation with Executive Management. The outcome of the evaluation indicated that the Board operates effectively, documentation is of high standard, the Board of Directors possesses the necessary com- petences, and there is substantial satisfaction with the interaction between the Board of Directors and Executive Management. 45 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Board of Directors and Executive Management
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Risk management Risk management is anchored locally within the business and in Group functions under the guidelines and methodology set out by the Board of Directors. Risk management has always been an integral part of doing business in Netcompany. Whether entering new busi- ness lines, onboarding new customers, embracing new technologies, or ensuring that new employees understand and adhere to our risk management procedures, we assign responsibility locally with operational units based on centrally defined methodologies and processes. With expansion into new business areas and increased business complexity, the gross risk in the Group has increased over the years. To understand, manage and mitigate the gross risks in the Group, the risk management framework integrates risk assessments across project, finance, regulatory and IT risks, as well as sustainability impacts and risks identified through a detailed double materiality assessment (DMA). Climate sce- nario analysis (CSA) is also applied, using a scoring system similar in structure to tradi- tional risk management. Read more about our DMA in the sustainability statements on page 70. We continuously improve our framework to strengthen risk management across Netcompany, and in 2025 we integrated the Netcompany Banking Services business into our framework which consists of a risk gover- nance structure defining overall roles and mandates. Each quarter, the most significant risks and mitigating actions are presented to the Audit Committee and the Board of Directors, who discuss and evaluate Netcompany’s overall risk level. Quarterly risk meetings ensure that relevant mitigating actions are implemented by Executive Management, who continuously oversee Netcompany’s net risk exposure. Once a year a full Risk Deep Dive Day for the Board is facilitated by Executive Management and risk owners from the business. Consequently, and taking mitigating actions into perspective, the net risk for the Group remains unchanged. The most relevant operational and sustain- ability risks and impacts are illustrated in the heatmaps in this section. The risks and impacts are further detailed on the pages fol- lowing the heatmaps, including business rationale and mitigating actions taken throughout the Group in 2025. Sustainability impacts are also described in more detail in the sustainability statements on page 55. Identification and assessment Oversight and accountability ■ Internal quarterly reporting ■ Risk Deep Dive Day ■ External annual reporting Board of Directors and Audit Committee ■ Partners and Principals’ assessments (ongoing) ■ Sustainability due diligence (ESG risks and impacts) ■ ISO management systems ■ Double Materiality Assessment Executive Management ■ Projects, services, and operations ■ Information security ■ Shared services ■ Credit, cash management, and interests ■ Political and reputational ■ Sustainability incl. climate change Local management and functions assigned with risk management ownership Netcompany Risk Management Framework 46 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Risk management
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Operational risks Distribution of risks (%) Information security 17% Shared services 31% Credit, cash management, and interest 7% Political and reputational 4% Sustainability, incl. climate change 17% Projects, services and operations 24% Information security 14% Shared services 31% Credit, cash management, and interest 7% Political and reputational 7% Sustainability, incl. climate change 17% Projects, services and operations 24% 2025 2024 Risk management structure Netcompany has established a comprehen- sive risk management structure that ensures the identification, assessment, management, and monitoring of risks across the organisa- tion. A strong risk culture is promoted throughout the company, with all employees responsible for risk management. The gover- nance framework involves both the Board of Directors and Executive Management in risk assessment and decision-making. A formal risk management policy defines the compa- ny’s risk appetite, roles, and responsibilities. Netcompany’s Enterprise Risk Management structure, our Risk Management Framework, includes both operational risks and sustain- ability impacts. Operational risks cover repu- tational and financial perspectives with a focus on projects, shared services, and com- pliance, while sustainability impacts and risks focus on environmental, social, and gover- nance aspects. The Group does not operate with a specific monetary “Risk Appetite” but seeks to opti- mise returns on business activities while miti- gating associated risks. The risks identified and managed within Netcompany Group are categorised into six risk domains. For each risk, an assessment and scoring are conducted both on a gross risk basis and, after appropriate mitigations, on a net risk basis. The most significant risks are reported in the quarterly risk management report, including a description of the mitigat- ing factors. Sustainability-related risks and impacts are reported quarterly to the Audit Committee. The external risk management reporting is included in the Annual Report and follows a structured approach that ensures transpar- ency and alignment with best practices. Internal risk management procedures cap- tures all underlying risks within the Group, which are consolidated into the Risk Management Framework. Risk categories Netcompany divides operational risks into six risk domains: 1 Projects, services and operations 2 Information security 3 Shared services 4 Credit, cash management and interests 5 Political and reputational 6 Sustainability incl. climate change The proportion of risks within the six catego- ries evolve from year to year according to cur- rent projects, and developments in surround- ing environments among other factors. Distribution of risks 2025 In 2025 we have managed a slightly lower total number of risks compared to last year, and the distribution across categories has been largely the same. We have during the year successfully imple- mented a number of larger scale projects with a higher-than-average risk profile, and com- bined with our increased use of standard products and platforms we effectively reduce in-project risk. The integration of Netcompany Banking Services involves some key risks, however these are manageable, and overall we assess our current net risk at the same acceptable level as last year. 47 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Risk management
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Severity of impact HighLow Probability of occurrence HighLow Severity of impact HighLow Likelihood of occurrence HighLow Risk heatmaps, net mitigated The number of operational risks, assessed quarterly by the Audit Committee and Board of Directors, generally varies between 20 and 30 within the described areas. The four sustainability impacts represent the most material matters identified in our Double Materiality Assessment conducted in 2025 consid- ering the Gross scenario. In the grid, they are shown in the Net scenario after mitigating actions are implemented. Impacts constitute positive or negative implications on either nature or human, and further details on each impact is disclosed in the respective sections of the sustainability statements. 1 Energy consumption (actual impact) page 50 2 Gender equality in STEM (potential impact) page 50 3 Human rights in supply chain (potential impact) page 50 4 Society’s access to clients’ solutions (potential impact) page 50 1 Political uncertainty page 49 2 Internal controls and systems page 49 3 Large scale multi-year project #1 page 49 4 Large scale multi-year project #2 page 49 5 Large scale multi-year project #3 page 49 6 Large scale multi-year project #4 page 49 7 Data protection and privacy page 50, 115 8 Cybercrime page 50 Heatmap of key operational risks after mitigations Heatmap of key sustainability impacts after mitigations 4 6 8 5 2 3 4 2 3 7 1 1 48 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Risk management
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Key operational risks Political and reputational 1 Political uncertainty Netcompany operates in more than 10 European countries within the public and pri- vate segments. More than 60% of our revenue comes from the public sector, where we deliver IT solutions that are critical to society. Any change in the political landscape – both in countries where we do business but also in target countries where we currently do not do business or in the world in general, can potentially have a significant impact on our ability to conduct our operations. Changes in the political landscape can also impact the desire of governments to make investments and potentially have negative spillover effects on the private sector. The geopolitical unrest in Europe caused by Russia’s invasion of Ukraine creates a higher level of uncertainty in Europe in general. As a responsible corporate citizen, Netcompany observes and adapts to these risks and impacts when they occur and, to the extent possible, tries to plan ahead to avoid them. Shared services 2 Internal controls and systems Netcompany operates an integrated business, however part of the Group has been operat- ing outside of the Group IT platform (NBS). This increases the risk of errors and adds complexity to the control environment. To mitigate these risks during 2025, additional controls have been implemented, while monthly closing procedures ensure tight con- trol of any deviation from expectations. To implement a long-term viable and effective control environment, all of Netcompany Banking Services have been migrated onto Group administrative systems in January 2026. Therefore, the risk is now eliminated for 2026. Projects, services and operations 3 4 5 6 Large scale multi-year projects At any given point in time, Netcompany will be implementing a number of solutions with our clients. The number of ongoing projects is typically around 250-300 at any given time during the year. Naturally, some are larger than others and the projects will be in differ- ent phases of their lifecycle. As we commercialise our products and plat- forms and these increasingly form the foundation for project implementations, gross project risk is expected to decrease further over time. Risks associated with projects are mainly: ■ Manage scope and budget in a fixed-fee project ■ Adequate staffing to ensure project progression ■ Setting relevant contractual conditions in multi-year contracts To mitigate and manage risks related to scope and budget in fixed-fee projects, Netcompany applies a standard methodology across all projects. The methodology ensures that work is broken down into smaller opera- tional parts that can be reliably estimated and planned. If a task cannot be delivered within the agreed estimate, the matter is escalated immediately and resolved with the client. The methodology ensures a strict manage- ment of scope – a prerequisite for the price agreed and hence the budget allocated. If any change in scope is requested, a change request must be raised and signed by the cli- ent, ensuring that the project does not make changes that stakeholders are unwilling to finance in the final stages. To mitigate the risk of staffing a project inad- equately, we use a comprehensive staffing model where all employees’ skills, prior expe- rience, education and so forth are captured in a central HR system, allowing Netcompany to have a detailed and comprehensive overview of the individual skills of all employees. These skills are matched to the requirements of various projects to ensure that the project is adequately staffed and to ensure that employees continue to evolve and gain com- petencies through an ongoing process. For large multi-year contracts, the strength and quality of the contractual framework is critical, as developments in the Consumer Price Index (CPI), changes to scope and bud- get, and other external factors may impact the profitability. We use a set of standard contractual frame- works that have to be adhered to. These frameworks ensure that Netcompany can change pricing in accordance with underlying CPI, adjust for significant unexpected events and so forth. Any deviation from these con- tractual frameworks has to be signed off by Executive Management, facilitated by a pro- cess run by Group Legal. 49 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Risk management
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Key operational risks (continued) Information security 7 Data protection and privacy Given the nature of the solutions that Netcompany provides to governments, finan- cial institutions, and large enterprises around Europe, the exposure to risks related to breach of personal data is inherently high. Such breaches are regulated by the GDPR rules, and if not managed appropriately, Netcompany could become liable for signifi- cant fines that immediately impact the finan- cial results and even more so if such events lead to a general loss of trust and faith in Netcompany’s ability to handle personal data in accordance with the GDPR rules. To mitigate the risk of personal data breaches, Netcompany has put in place a number of mitigating measures. Procedures exist to ensure that personal data – both for employees and for customers – are treated in accordance with applicable security proto- cols. Various technologies are employed to protect personal information from hacking, and the DPO of Netcompany oversees the day-to-day handling of operational data. 8 Cybercrime The threat level under which Netcompany operates is ever-increasing. As a gross risk, “Cyber risks” is one of our highest-scored risks applying to both our own operations, and to key suppliers that we rely on to deliver our services. To mitigate cyber risks and protect itself, Netcompany maintains a number of pro- cesses and has state-of-the-art anti-virus and anti-hacking software. Employees are subject to mandatory IT security training twice a year, and physical access to Netcompany premises is tightly managed and logged. We engage third-party consultants to perform “penetra- tion tests” on an ongoing basis, and we main- tain a structured Business Continuity Plan (BCP). As cyber risks increase, we continue to invest additional resources and apply new technolo- gies to keep the mitigated risk related to cyber attacks at a satisfactorily low level. When establishing Netcompany Banking Services this year, we enhanced our focus on governance structures and on relevant regu- latory developments. This included cyberse- curity and digital resilience frameworks appli- cable to the sectors we serve (such as NIS2, DORA and CER), as well as systems audits and our ISO 27001 information security certification. 1 Energy consumption The Information, Communication, and Technology sector inherently relies on energy throughout its value chain, and Netcompany reduces this impact by utilising renewable energy supply for our own operations and ongoing dialogues with both suppliers and clients to identify the best solutions for the defined business needs. Netcompany is not exposed to any energy-related pricing risks. 3 Human rights in supply chains As a sectoral challenge, electronic equipment is associated with a risk of negative human rights impacts, especially in upstream value chain stages of exploration, extraction, and hardware assembly. We rely on professional suppliers and perform sustainability due dili- gence as part of our sourcing and procure- ment processes to avoid being linked, or con- tribute, to such events. Key sustainability impacts 2 Gender equality in STEM Our talent pool is sourced primarily from STEM fields, which are characterised by a rel- atively low degree of gender diversity, as the majority of students are male. To reduce the likelihood of negative effects of gender imbal- ance, our Diversity, Equity, and Inclusion Policy governs activities related to talent attraction, well-being and people development. 4 Society’s access to client’s solutions Our efforts enable our clients to deliver and exchange information faster and of higher quality with consumers, resulting in significant societal benefits. At the same time, it is critical to ensure that the developed infrastructures are secure and resilient, which we support our clients in achieving as part of our Netcompany Methodology. Read more about our energy consumption Page 77 Read more about value chain workers Page 63 Read more about our people Page 103 Read more about consumers and end-users Page 114 50 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Risk management
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Share price development 2025 Feb. April June Aug. Dec.Jan. March May July Sep. Oct. Nov. Daily turnover mDKK 0 100 200 300 350 400 250 150 50 Share price DKK Netcompany Daily turnover mDKKOMXC25 (rebased) 0 50 100 150 200 250 300 350 Shareholder information In 2025, we continued our share buyback programmes and expect to reach our midterm target of DKK 2bn in total cash redistribution by the end of 2026. Share related keys figures 2025 2024 Share price Price at year-end (DKK) 358.0 339.0 Price high (DKK) 358.0 375.8 Price low (DKK) 229.0 216.6 Market value at year-end (DKK million) 17,005 16,950 No. of shares at year-end (m) 47.5 50.0 No. of circulating shares at year-end (m) 45.8 47.6 Distribution to shareholders Buyback of shares (DKK million) 450.5 733.8 Total distribution to shareholders (DKK million) 450.5 733.8 Shareholder return at year-end Share price change (%) 5.3 50.3 Dividend return (%) 0.0 0.0 Total shareholder return (%) 5.3 50.3 Share valuation at year-end Equity per share (DKK) 75.2 72.3 Price/book value (times) 4.8 4.7 Earnings per share Earnings per share (DKK) 5.48 9.67 Diluted earnings per share (DKK) 5.42 9.58 The share The Netcompany shares were priced at DKK 358 (DKK 339) per share at 31 December 2025, equal to a market capitalisation of DKK 17,005m (DKK 16,950m). The share price increased by 5.3% during 2025, compared to the Nasdaq Copenhagen blue chip index (OMXC25 CAP), which decreased by 9.3%. 51 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Shareholder information
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Shareholder structure By geography Sweden 5% Rest of the world 19% Finland 4% Denmark 60% United States 12% Shareholder structure By category Fund companies 32% Other 29%Pension and insurance 16% Netcompany management 23% Share capital and treasury shares At the end of the year, the share capital amounted to DKK 47.5m, divided into 47.5 mil- lion shares. This reflects a capital reduction approved at the Annual General Meeting in March 2025, where the share capital was reduced from DKK 50m by cancelling 2.5 mil- lion treasury shares. The reduction was for- mally registered with the Danish Business Authority on 7 April 2025. The holding of treasury shares was 2,747,635 at the beginning of 2025. During the year, 2.5 million of these shares were cancelled as part of the capital reduction, and an additional 89,139 shares were used for the remuneration of partners and principals in the long-term incentive programme. 1,564,919 new shares were acquired in 2025 through the company’s share buy-back programmes. Consequently, the holding of treasury shares was 1,723,415 at year-end, equivalent to 3.6% of the total share capital. The treasury shares will continuously be used to remunerate partners and principals through the long-term incentive plan. Shares exceed- ing the commitments under the long-term incentive programmes may be cancelled on an ongoing basis, and a total of 1.5 million shares will be proposed to be cancelled at the upcoming Annual General Meeting in March 2026. Additional information on the holdings of Netcompany shares and restricted stock units by the members of the Board of Directors and Executive Management is dis- closed in the Remuneration Report and in note 7 of the financial statements. Increase of share capital In the period until 2 March 2028, the Board of Directors is authorised to increase the com- pany’s share capital with pre-emption rights for the company’s existing shareholders by up to a nominal amount of DKK 5m. However, the Board of Directors may not exercise this authorisation for an amount higher than 10% of the outstanding share capital at the time of exercise of the authorisation. The capital increase may take place at a subscription price set by the Board of Directors and shall be affected by cash payments, including a potential favourable price. Any new shares shall have the same rights as the existing shares of the company. Shareholder structure At 31 December 2025, we had around 29,000 (29,000) registered shareholders. Approximately 40% (45%) of the registered share capital was held by shareholders based outside of Denmark and around 12% (10%) of the company’s share capital was held by the company’s Executive Management. In pursuance of section 55 of the Danish Companies Act, the following investors have reported holdings of more than 5% of Netcompany’s share capital as of 31 December 2025: ■ AC NC Holding ApS: 10.3% ■ Danske Bank A/S 5% Share-based incentive schemes/ restricted stock units and matching shares In total, 589,461 (440,487) restricted stock units (RSUs) and 154,200 (154,200) matching shares in relation to the share-based incen- tive schemes were issued on 31 December 2025, of which 113,051 (101,161) RSUs and 24,000 (24,000) matching shares were granted to the Executive Management and 476,410 (494,526) RSUs and 130,200 match- ing shares were granted to Other Key Management Personnel and Other employ- ees. The fair value of the granted shares was DKK 201.1m (DKK 169.6m). The cost related hereto is expensed over the vesting period. A total amount of DKK 68.2m (DKK 55.2m) was recognised as staff costs in the income state- ment in 2025. 52 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Shareholder information
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Dividends and share buyback We expect to utilise free cashflow to initiate share buyback programmes to reach our mid- term target and reach DKK 2bn in total cash redistribution by the end of 2026. In addition, we suggest that the Annual General Meeting approve the cancellation of 1.5 million shares. Investor relations We maintain full transparency and an open dialogue with investors and analysts regard- ing the company’s business and financial per- formance. Relevant information is made avail- able on our website to facilitate equal access for investors, with the option for investors to subscribe to our announcement service for timely updates. Subscribe to our announcement service netcompany.com/Investor/Announcements Financial calendar 2026 3 February 2026 Annual Report for the financial year 2025 5 March 2026 Annual General Meeting 2025 6 May 2026 Interim report for the first 3 months of 2026 13 August 2026 Interim report for the first 6 months of 2026 29 October 2026 Interim report for the first 9 months of 2026 Share data Stock exchange Nasdaq Copenhagen A/S Index OMXC Large Cap Sector Technology ISIN code DK0060952919 Short code NETC Share capital DKK 47.500.000 Nominal size DKK 1 Number of shares No. 47.500.000 Restriction in voting rights No 53 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Shareholder information
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Data ethics Netcompany introduced its Data Ethics Policy in 2020 and since then, has consis- tently provided updates on its implementa- tion and disclosure in line with section 99d of the Danish Financial Statements Act. The policy is based on current laws, recognised standards, and best practice recommenda- tions. We review and update the policy as needed, for example, when new regulations or guidelines relevant to data processing or our responsibilities as an IT service provider emerge. We handle significant volumes of data both for our clients and within our own operations. Safeguarding data and ensuring information security have always been integral elements of our business, as we consider it essential that both our clients and staff can trust us with their data at all times. As a provider of IT services, we regularly encounter various forms of data, including personal information. Internally, we predomi- nantly process information about employees and job candidates, which is provided directly by them. Acting as a supplier, we also pro- cess data on our customers’ behalf, such as when we support or host their IT systems. Robust technical and organisational safe- guards are vital to secure and trustworthy data processing. Our operational routines are built upon a comprehensive security policy and thorough organisational processes, all of which are aligned with the international ISO/ IEC 27001 standard. We treat every piece of data with the highest regard for its sensitivity and privacy concerns, aiming to maintain the confidence of our customers, employees, shareholders, and other stakeholders. To ensure compliance with information secu- rity and data protection standards, we con- duct internal audits, and all staff members receive ongoing training in Netcompany’s Methodology. Beyond this, we ensure that all data is securely retained in our data centres, guaranteeing data remains available even in the rare event of technical issues. Promoting diversity across Netcompany also forms part of our data ethics considerations, as it can help reduce inadvertent biases when developing our own IT solutions, as well as when advising clients on theirs. Regardless of whether we are managing per- sonal or other types of data, we consistently apply our data ethics principles, ensuring that our processing and security approaches are appropriate for the specific data involved. We actively monitor advancements in artificial intelligence and machine learning, and acknowledge the need to integrate consider- ations related to AI into our risk management and operational practices, adapting these processes over time to support the secure application of AI technologies. In the past year, Netcompany has further enhanced its approach to AI management and compliance in alignment with the EU AI Act and our obligations as an AI system pro- vider. We have introduced structured compli- ance procedures to assess prohibited prac- tices, high-risk AI systems, and core AI obligations across AI-related projects and services, and we are strengthening our com- mitment to AI literacy and transparency, by developing tailored training materials for cus- tomers and end users. We are including con- tractual warranties regarding the intended use of AI systems, with mechanisms in place for notification and review if the use case changes during the lifecycle of a system. These ongoing initiatives are aimed at proac- tively identifying and managing the risks associated with AI deployment, and at ensur- ing our practices continue to reflect the evolving standards of ethical and legal com- pliance in this area. Our commitment goes beyond adhering to relevant regulations, standards, and guide- lines – including the EU Artificial Intelligence Act, the OECD’s good practice principles for data ethics, and the Ethics Guidelines for Trustworthy AI. We are also dedicated to helping shape a culture of responsible and ethical AI use in collaboration with others in the sector. Our involvement in initiatives like ‘Responsible Use of AI Assistants in the Public and Private Sectors’ reflects our effort to help define safe frameworks for adopting these technologies. When we use AI technology, whether for deliv- ering IT services or for internal purposes, we rely on established and widely recognised AI models. AI-driven data processing is con- ducted in accordance with intellectual prop- erty rights and GDPR principles, such as data minimisation, storage limitation, and purpose limitation. 54 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Data ethics
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Arjan van Schendel, Senior Consultant Sustainability statements »Sometimes what’s really needed is for someone to take the lead« General disclosures 62 Environment 75 Social 101 Governance 118 General disclosures appendix 127 55 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Netcompany sustainability statements Readers guide Our sustainability statements are organised in four main sections, in line with the European Sustainability Reporting Standards (ESRS): ■ General disclosures ■ Environment ■ Social ■ Governance See full table of contents Page 60 The General disclosures section includes descriptions of: ■ How we manage and report on sustainability ■ Our business model and value chain ■ Our process to determine material sustainability topics to report on Read this section to understand how sustainability is relevant to our business, and how we have identified reporting contents. The topical standards under Environment, Social and Governance includes information on: ■ Impacts, risks or opportunities ■ Policies ■ Actions ■ Metrics/KPIs Read these specific sections to understand in more detail how each topic is relevant to our own operations, or within our value chain, and our related policies, actions and performance metrics. In case you have questions or feedback for our sustainability reporting, you are welcome to reach out through sustainability@netcompany.com. Read more on our sustainability at a glance page Page 59 56 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Readers guide
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Sustainability introduction Our sustainability statements 2025 contain the most relevant and business-essential sustainability information and is for the second year reported in accordance with the requirements of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS). This includes sustainability matters that relate to our own operations at Netcompany, and matters relating to our value chain. After establishing our first CSRD-aligned report in 2024, we continued to optimise our pro- cesses and standards during 2025. We also made progress on key priorities and closely monitored regulatory developments, particu- larly in relation to sustainability reporting Our business In a year where sustainability gained regulators’ focus for simplifications and deregulation, we took the opportunity to advance our business standards for managing sustainability risks and impacts. A key part of this is establishing our new Supplier Code of Conduct, for roll-out in 2026. We strengthened support for our business teams on client sustainability requirements through guidance based on insights from engagements across markets, to enable more consistent responses. These interactions enhanced our understanding of emerging expectations, informing the ongoing develop- ment of our sustainability reporting capabilities. Maturing sustainability materiality Where 2024 was a year of building new prac- tices, 2025 has been a year of optimisation and applying additional external information, includ- ing sector-specific knowledge applicable to our value chain. Our 2025 Double Materiality Assessment (DMA) was further enhanced by these external factors and a new Climate Scenario Analysis. The outcomes from our 2025 assessments aligns with previous year, and we now stand on a further robust foundation of data and understanding. Read more about our DMA Page 70 57 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Introduction
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Environment We continue the previous years’ focus on align- ment with key suppliers, such as data centres, while also enhancing data management and reporting. We pursue a high level of renewable energy coverage as a key action to mitigate cli- mate change and are maturing our efforts across the Group. Social Our ability to catalyse talent into client value is one of our most important parameters for suc- cess. We have revised our risk and impact assessments and now more precisely report on the topics material to our business. When we look more holistically at the chal- lenges and opportunities in society, we remain engaged in addressing the underrepresentation of women in Science, Technology, Engineering and Mathematics (STEM), which in the future could become a real asset to businesses like ours, if gender balance is progressed. A continued area of focus in our day-to-day business is supporting our clients in designing and maintaining systems and processes that General ESRS 1 General requirements ESRS 2 General disclosures ESRS E1 Climate change ESRS S1 Own workforce ESRS G1 Business conduct ESRS E2 Pollution ESRS S2 Workers in the value chain ESRS E3 Water and marine resources ESRS S3 Affected communities ESRS E4 Biodiversity and ecosystems ESRS S4 Consumers and end-users Mandatory Material standards ESRS E5 Resource use and circular economy Environment Social Governance The sustainability statements describe how material environmen- tal, social, and governance impacts, risks, and opportunities are managed in the Netcompany Group. The reporting is based on the CSRD requirements and aligned with the principles of the UN Global Compact to which Netcompany has been a participant since 2013. Netcompany is a Nasdaq ESG Transparency Partner. incorporate privacy-by-design principles and adhere to accessibility needs and requirements of end-users. Governance In 2025, when we included SDC A/S, we expanded our position as an innovative sup- plier to critical sectors, such as banking. This continues our expansion across other critical infrastructures, such as energy, airports, and the defence sector. The complex nature of many of our deliveries require efficient collabo- ration and a strong corporate culture to suc- ceed, and enhance our positive handprint ena- bled through modern digitalisation. The road ahead We continue to monitor developing regulations, including those that may loosen planned requirements, and those that could potentially demand further progress and actions – for instance, the EU Corporate Sustainability Due Diligence Directive and other related regulations. /uni0054/uni0052/uni0041/uni004E/uni0053/uni0050/uni0041/uni0052/uni0045/uni004E/uni0043 /uni0059/uni0020/uni0050/uni0041/uni0052/uni0054/uni004E/uni0045/uni0052/uni0020/uni2022.case/uni0020/uni004E/uni0041/uni0053/uni0044/uni0041/uni0051 /uni0020/uni0045/uni0053/uni0047 /uni0032/uni0030/uni0032/uni0034 58 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Introduction
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At a glance Sustainability at Netcompany In 2025, we conducted a double materiality assessment in accordance with applicable requirements to identify the current mate- rial impacts, risks, and opportunities (IROs). For the most part, we confirmed the pre-existing identified IROs, but also identi- fied new relevant information driven by strengthened analysis and use of open- source data. Overall, we consider our negative impacts to be limited, reflecting the nature of our business and operating model. We play an important role in enabling positive out- comes for people and the environment through close collaboration with our clients. In addition, we are not exposed to signifi- cant sustainability-related financial risks. During 2025, we did not identify any adverse impacts on humans or the environ- ment, either within our own operations or our supply chain, and we were not subject to any legal actions. Climate change ■ Is a material matter due to our energy use and the inherent energy required to operate IT infrastructure, and because of our clients’ focus on climate action ■ We optimised our processes, enhanced supplier and client dialogues and conducted a Climate Scenario Analysis, confirming a low degree of climate-related exposure ■ We covered 100% of our electricity con- sumption with renewables Water and marine resources ■ Water is needed for cooling of certain data centre operations, however, we continued to mitigate this potential negative impact through the use of data centre partners that have optimised their operations to not rely on water withdrawals Resource use and circular economy ■ The use of metals for IT hardware, and in some regions, the lack of recycling of e-waste, constitutes a value chain issue which we address through purchasing qual- ity equipment, extending its lifetime, and donating and recycling them appropriately when no longer fit for our operations ■ We strengthened internal processes, enhanced sustainability due diligence and ensured responsible e-waste management Own workforce ■ With our persistent growth year-on-year, we continued to work on effective project staff- ing to ensure a good work-life balance. We aim to strengthen gender equality forward and ensure proper safeguarding of personal data ■ We have in 2025 acquired significant skills through the inclusion of NBS and have seen our employee engagement score increase during the year Consumers and end-users ■ Our products and platforms enable public clients, as well as businesses, to interact more efficiently with consumers and end-users of the IT systems – this can, in turn, result in significant positive impacts for individuals and society ■ We prioritise applying privacy-by-design across our own processes and products, and through our support for clients, ensur- ing that relevant accessibility standards are in place for end-users Business conduct ■ We operate cross-border on many projects and benefit from international collaboration, which is most successful when we efficiently work in teams that are put together to achieve our clients’ goals, and this is where our strong company culture is put into play ■ Acting responsibly and in compliance with regulations and company standards is key to our success, which includes an open culture where speaking up is allowed and expected – in the event we did not act properly, we could be exposed to a risk of fines ■ There were no violations, legal proceedings or fines during the year Environment Social Governance 59 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements At a glance
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Disclosure requirements covered2IRO General disclosures BP-1 Basis for preparation 63 BP-2 Disclosures in relation to specific circumstances 63 GOV-1 Oversight of sustainability IROs 64 GOV-2 Sustainability matters addressed by management 65 GOV-3 Incentive schemes 65 GOV-4 Statement on sustainability due diligence 66 GOV-5 Sustainability reporting risk management 66 SBM-1 Business model 67 Integrated value chain 68 SBM-2 Interests and views of stakeholders 69 SBM-3 Double materiality assessment result 70 IRO-1 Double materiality assessment process 71 IRO-2 Disclosure requirements covered 60 IRO-2 EU legislation data points 128 MDR-P Policy overview 72 Incorporation by reference GOV-1 Our leadership 38 GOV-1 Board of Directors 40 GOV-1 Executive Management 42 GOV-3, E1 GOV-3 Sustainability-related performance in incentive schemes RR1 E1 Climate change E1-1 Transition plan for climate change mitigation 76 E1 IRO-1 Climate change 76 E1 SBM-3 Climate risks and resilience 78 E1-2 Policies 79 E1-3 Actions 79 E1-4 Targets 80 E1-5 Energy consumption and mix 80 E1-6 Gross scopes 1, 2, 3, and total GHG emissions 81 E1-6 GHG intensity based on net revenue 83 E1-6 GHG data hierarchy 84 EUTR EU Taxonomy EUTR EU Taxonomy 95 EUTR Revenue 98 EUTR CapEx 98 EUTR OpEx 98 E3 Water and marine resources E3 IRO-1 Water and marine resources 86 E3-1 Policies 87 E3-2 Actions 87 E3-3 Targets 87 E5 Resource E5 IRO-1 Resource use and circular economy 88 E5-1 Policies 89 E5-2 Actions 90 E5-3 Targets 90 E5-4 Resource inflows 90 E5-5 Resource outflows 91 ISO 14001-NC Environmental management 92 ISO 14001-NC Policies 93 ISO 14001-NC Actions 94 ISO 14001-NC Targets 94 General disclosures ESRS disclosure requirement Page Environment ESRS disclosure requirement Page ESRS disclosure requirement Page 1 RR = Disclosures in the Remuneration Report 60 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Disclosure requirements covered
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Disclosure requirements covered (continued)2IRO S4 Consumers and end-users S4 SBM-2 Interests and views of stakeholders 69 S4 SBM-3 Consumers and end-users 113 S4-1 Policies 114 S4-2 Engaging with consumers and end-users 115 S4-3 Channels to raise concerns 116 S4-4 Actions 116 S4-5 Targets 117 G1 Business conduct G1 IRO-1 Business conduct 119 G1-1 Policies and corporate culture 120 G1-2 Supplier relationship management 121 G1-3 Anti-bribery and anti-corruption 122 G1-4 Corruption incidents 122 G1-4 Whistleblower reports 123 G1-6 Payment practices 123 SDD Sustainability due diligence 124 S1 Own workforce S1 SBM-2 Interests and views of stakeholders 69 S1 SBM-3 Own workforce 102 S1-1 Policies 103 S1-2 Engaging with our people 103 S1-3 Channels to raise concerns 104 S1-4 Actions 105 S1-5 Targets 106 eNPS-NC Employee engagement survey 106 S1-6 Gender distribution 107 S1-6 Geographic distribution 107 S1-6 Employment characteristics 108 S1-6 Employee turnover 108 S1-7 Freelancers and contractors 108 S1-8 Collective bargaining and social dialogue 109 S1-9 Gender distribution in top management and management 109 S1-9 Age distribution 110 S1-11 Social protection 110 S1-14 Health and safety 110 S1-NC Sickness 111 S1-15 Work-life balance 111 S1-16 Pay equity 111 S1-16 Total annual remuneration 112 S1-17 Discrimination incidents reported and complaints filed 112 Social ESRS disclosure requirement Page ESRS disclosure requirement Page Governance ESRS disclosure requirement Page 61 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Disclosure requirements covered
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General disclosures »I contributed to data strategy pieces and business archi- tecture projects, each one giving me a new perspective and helping me build my skills« Zaira Shabir, Senior Infrastructure Consultant Basis for preparation 63 Disclosures in relation to specific circumstance 63 Oversight of sustainability IROs 64 Sustainability matters addressed by management 65 Incentive schemes 65 Statement on sustainability due diligence 66 Sustainability reporting risk management 66 Business model 67 Integrated value chain 68 Interest and views of stakeholders 69 Double materiality assessment result 70 Double materiality assessment process 71 Policy overview 72 62 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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The sustainability statements for Netcompany Group are prepared on a consolidated basis with the same scope as the financial state- ments. They cover the Parent company, Netcompany Group A/S, and subsidiaries controlled directly and indirectly by Netcompany Group A/S. These statements cover the main value chain of Netcompany Group, including material IROs across upstream, downstream, and own operations. The coverage of policies, actions, metrics, and targets beyond Netcompany’s own oper- ations varies by topic, as detailed in the rele- vant topical ESRS reflecting the general nature and circumstances, and level of materiality. We report on special circumstances, including M&A activities, changes and restatements, where material, during the reporting year or where they are expected to occur in the future. Acquisition of SDC A/S The inclusion of SDC A/S, effective 1 July 2025, directly impacts metrics across our sustainabil- ity statements. We integrated sustainability- related standards, procedures and processes as relevant to reporting during the subsequent months. As a result of this integration, several metrics have been impacted. Where material changes occur, the respective disclosures have addi- tional contextual narratives, amendments to the accounting policies and a quantitative anal- ysis of the variance. Read more about Netcom- pany Banking Services on page 23. Phased in reporting S2 workers in the value chain In 2025, our DMA assessed S2 Workers in the value chain as material, however, we are not reporting on any metrics due to use of phase-in. We identified potential negative impacts on working conditions, equal treat- ment and opportunities for all, and other work-related rights in our value chain. These impacts are addressed through our Supplier Code of Conduct, to be implemented in 2026, Basis for preparation 1BP Disclosures in relation to specific circumstances 2BP period, such changes are described in the cor- responding accounting principle or in the sec- tion where the topic is reported. Restatements and refinements are determined based on a judgment of significance and are marked with a footnote in connection with the updated data or information. Restatement Following the inclusion of SDC A/S, we have in 2025 restated our E1 GHG 2022 Base Year figures on page 81. We have restated our 2023 and 2024 E1 GHG Employee commute figures on page 81 to align with a new refined methodology. We have restated our 2024 S1 management distribution figures on page 119 to reflect enhanced data capture methodologies. Refinement We have refined our calculation methodology for S1 employees per location on page 107 to align with financial accounting principles. Incorporation by reference Material disclosures required by ESRS which are reported outside the sustainability state- ments are highlighted by a footnote at the bot- tom of the same page. See more on page 60. and our Sustainability Due Diligence (SDD) process. Anticipated financial effects We are not reporting financial effects for dis- closure requirements: E1-9, E3-5, and E5-6. Time horizons The time horizons used are those applied in the financial statements: Short-term (one year), medium-term (one to five years), and long-term (beyond five years). Certain E1 Climate change disclosures use different time horizons, which are described in the specific section. External review The sustainability statements are covered by limited assurance. Read more about independ- ent auditor’s limited assurance report on sus- tainability statements on page 210. Use of estimates Where estimates are used to provide, mainly in Greenhouse Gas (GHG) accounting, such esti- mates and practices are described in the accounting principles applicable to the data or information, including any related measure- ment uncertainty. Changes and errors Where practices have changed, or in the event errors have occurred since the prior reporting Looking forward The sustainability statements include for- ward-looking statements based on dis- closed assumptions about events that may occur in the future and possible future actions by the Group. Actual outcomes are likely to be different since anticipated events often do not occur as expected. 63 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements ESRS 2 General disclosures
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Executive Management are responsible for the management framework covering Impacts, Risks and Opportunities (IROs), sup- ported by defined functions across the organisation. Oversight and management of sustainability as well as assigned responsibilities for the Board of Directors (BoD), Board Committees, and Executive Management is disclosed in our corporate governance section, along-side management’s sustainability expertise and skills, and diversity of the BoD. Group Finance Group Finance is the primary function respon- sible for the identification, management, and communication of IROs. They ensure financial and non-financial compliance by establishing controls and procedures for sustainability data collection, including integration with financial reporting systems. They ensure reg- ulatory compliance for sustainability reporting requirements and relevant standards. Environmental matters, social matters related to upstream and down-stream value chains, and overarching sustainability topics are anchored within Group Finance. Group Legal Group Legal provides counsel on regulatory compliance of sustainability disclosures, cov- ering reporting requirements and relevant sustainability standards. They lead govern- ance matter disclosures and provide Group Finance with guidance on governance struc- tures, policies, and procedures. Group HR Group HR lead workforce social matter dis- closures and reports employee data, current policies and standards, as well as social activities to Group Finance for DMA and reporting purposes. Business units Individual business units handle research and development of IT services, products, plat- forms, and projects. Group Finance supports the business on sustainability aspects of commercial relationships. Business units work with Group Legal, Group HR, Group IT and Group Finance to ensure compliance with sustainability regulations and other requirements. Target-setting The Board of Directors and Audit Committee use DMA processes, controls, and results to guide target-setting for material IROs. Internal objectives and targets are tracked using appropriate qualitative and quantitative indi- cators. Currently, we have not set CSRD related external Group-level targets but con- sider this on an ongoing basis including through discussions at Board and Committee meetings, as relevant. We are evaluating options for strategic targets that accelerate both business strategy and sustainability performance. Expertise and skills The Nomination Committee nominates candi- dates and ensures the Board and Executive Management possess appropriate strategic, industry-specific, and sustainability expertise. The Committee’s role is to ensure that individual candidates, and the Board in com- bination, meet capital market expectations and fulfil corporate governance recommenda- tions, including relevant sustainability and business conduct expertise. The Board annually evaluates members’ com- petencies, diversity, and experience, including collective sustainability expertise. The evalua- tion concluded that each board member pos- sesses skills relevant to our material sustaina- bility IROs, industry requirements, geographical location of business activities, and target markets. The Board of Directors collectively holds suf- ficient sustainability expertise and effectively aligns strategy with sustainability goals. Oversight of sustainability IROs1GOV Read more about our corporate governance Page 36 Executive Management The Group CFO within Executive Management is responsible for quarterly and annual finan- cial and non-financial disclosures and report- ing. Executive Management participates in Board meetings and leverages their expertise, supported by administration and business units, to guide Board decisions on sustainabil- ity matters. The Board of Directors makes final decisions on IROs and our management of impacts, risks and opportunities is the responsibility of the relevant Executive Management member, and in most cases involves cross-function collaboration and controls. Read more about our Board of Director Page 40 Read more about our Executive Management Page 42 Any additional expertise is accessed through internal support functions, including Group Finance, Group Legal, Group IT and Group HR, as well as external advisors for specific topics. Each member of the Executive Management has knowledge and experience in different areas of sustainability that relate directly to our material IROs. 64 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements ESRS 2 General disclosures
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The Board of Directors and its committees are regularly informed of and address sus- tainability matters hereunder IROs. Our quar- terly Sustainability Impact Report (SIR) informs the Audit Committee about sustaina- bility matters. This includes communication regarding IRO identification, annual reporting scope, changing reporting requirements, tar- get-setting, sustainability due diligence (SDD) results, and market requirements. Our sus- tainability management is aligned with our regular risk management processes and con- trols. In addition to quarterly reporting, the Executive Management is informed of Netcompany’s sustainability matters as nec- essary outside of scheduled reporting cycles. Material IROs addressed by the Board and Executive Management during the reporting period include those reported alongside rele- vant disclosures, in addition to the effective- ness of policies, actions, metrics and targets to address them. The Remuneration Committee assesses remuneration to the Executive Management according to their performance during the year, including sustainability and other fac- tors. These components include our Short- Term Incentive Programme (STIP) and Long- Term Incentive Programme (LTIP), awarded based on performance criteria (KPIs). Q1 – Annual reporting The Board approves the Annual Report, including material IROs identified in the reporting year. The Annual Report informs shareholders and other stakeholders of the results and effectiveness of policies, actions, metrics and related targets, if applicable. Q2 – DMA and IROs The Executive Management communicates a list of identified material IROs from the annual DMA review to the Audit Committee, which presents this information with recommenda- tions, to the Board of Directors. The Board incorporates the DMA results into future decision-making. Q3 – Performance and targets The Audit Committee receives detailed infor- mation on our sustainability performance and evaluates the need for setting Group-level sustainability targets Q4 – Annual review The Audit Committee and Board review the Annual Report including sustainability state- ments as well as relevant policies and prac- tices, as applicable. Sustainability matters addressed by management Incentive schemes2GOV 3GOV Read more about our leadership Page 38 Read more about the Remuneration Report netcompany.com/investor/governance/ 65 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements ESRS 2 General disclosures
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Our sustainability reporting control systems mirror our financial reporting approach. We maintain internal controls deemed appropri- ate and adequate through ongoing evaluation of data accuracy and completeness, devel- oped with internal data owners and our exter- nal auditors. Sustainability data and reporting risks are addressed case-by-case through discussions with data owners and Executive Management. Identified risks are used to inform prioritisation within our sustainability due diligence process, with emerging risks prompting updates and refinements to the process. These risks are integrated into our regular risk management framework through quarterly reporting to the Audit Committee via our Sustainability Impact Report (SIR). Double Materiality Assessment risks are dis- closed alongside relevant disclosures. To manage sustainability reporting risks, our sustainability reporting team works with inter- nal and external experts to understand opera- tional procedures and establish data collec- tion governance. For value chain information, we engage suppliers to ensure a common understanding of the data needs and quality. As supplier data availability connects to Group procurement processes, the sustaina- bility reporting team provides expertise to improve availability and quality of sustainabil- ity information in new contracts and contract renewals. Core elements of sustainability due diligence Paragraphs in the sustainability statements a) Embedding sustainability due diligence in governance, strategy, and business model GOV-1 Our leadership GOV-1 Oversight of sustainability IROs GOV-2 Sustainability matters addressed by management GOV-3 Incentive schemes SBM-3 Double materiality assessment results Sustainability due diligence b) Engaging with affected stakeholders in all key steps of the sustainability due diligence Stakeholder overview GOV-2 Sustainability matters addressed by management IRO-1 Double materiality assessment process MDR-P Policy overview Sustainability due diligence c) Identifying and assessing adverse impacts SBM-3 Double materiality assessment result IRO-1 Double materiality assessment process Sustainability due diligence d) Taking actions to address those adverse impacts E1-3 Actions E3-2 Actions E5-2 Actions S1-4 Actions S4-4 Actions Sustainability due diligence e) Tracking the effectiveness of these efforts and communicating Sustainability due diligence The table shows the paragraphs that contains disclosures about our current sustainability due diligence performance. Sustainability reporting risk managementStatement on sustainability due diligence 5GOV4GOV 66 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements ESRS 2 General disclosures
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AMPLIO DX4BEASLEY AI PERSEUSERMIS LUMENUS VERÁ PULSEAMI NETCOMPANY BANKING SERVICES SOLON TAX What we rely on How we create value We enable digitalisation Who we create value for Human Workforce with technical expertise and EU market knowledge Intellectual Proprietary frameworks, methodologies, and sector knowledge in public and private digitalisation Industrial Scalable delivery platforms, standardised processes and strategic technology partnerships Social Long-term client relationship, EU presence, and government digitalisation track record Natural Materials and energy needed across technology and communication equipment Technical knowledge and skilled workforce Proprietary sector frameworks and continuous refinement of best practices strengthen our technical expertise and skilled workforce. By leveraging these capabilities, we deliver robust and innovative products and platforms that support our clients’ digital transformation and evolving business needs. Netcompany methodology, market-leading products and platforms, and client focus We create value by applying our proven Netcompany Methodology, which combines agile development and structured project management to deliver tailored solutions and scalable platforms, enabled by AI. Our approach ensures that our products and platforms are delivered efficiently, on time, and in alignment with our clients’ strategic objectives. Employees Career advancement and skill development Suppliers Reliable service delivery aligned with client requirements Investors Reliable information flow and positive financial returns Clients Improving clients’ operational efficiency through digitalisation Business Partners Joint value creation through partnerships Civil society and end-users Quality and accessibility in Netcompany deliveries Governments Modern public services and citizen-facing digital platforms across EU markets, and defence and resilience infrastructure Businesses Enterprise digital transformation solutions delivering operational and digital advantages Banks Banking sector digital solutions and financial technology solutions for sector clients EU institutions Cross-border digital infrastructure and compliance solutions supporting EU integration initiatives Society Digitalisation projects enabling improved citizen and business services Products and platforms Business model Tech enabled, human driven 67 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements 67 Business model
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Upstream Downstream Key business stakeholders Potentially impacted actors, or nature ICT sector value chain Raw materials Data centre hostingComponents Solution use-phaseHardware and software Hardware recyclingOwn operations Freelancers Netcompany E1 Nature S1 Employees G1 Business Partners Mining companies and recyclers E1 Nature S2 Workers E1 Nature S2 Workers Manufacturers Business partners E3 Nature Recyclers E5 Nature S2 Workers Public institutions, EU, and businesses S4 End-users, data subjects, civil society Hardware assembly, distributors S2 Workers Car leasing companies E1 Nature We deliver IT services, products, and platforms to private and public clients across Europe. Our material IROs are located across our operation, upstream, and downstream value chains, and these dependencies were considered in our DMA. Our value chain includes essential equipment and services that directly support our strategy and busi- ness model to deliver customer value and enable digitalisation across Europe. Read more about our strategy, business model and sustainability-related ambitions Page 67 Read more about markets and products Page 17 Read more about our double materiality assessment Page 70 Key upstream relationships involve hardware and software suppliers, while downstream relationship include data centre suppliers. Beyond these supplier relationships, our down- stream value chain enables digitalisation in civil society by providing citizens with access to essen- tial public services. It also encompasses resource outputs in the form of end-of-life IT hardware from data centres and offices. Integrated value chain1SBM Information, communication and technology (ICT) sector 68 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements ESRS 2 General disclosures
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Why we engage How we engage Employees ■ Professional development ■ Job satisfaction ■ Fostering working culture and promoting open dialogue ■ Cyber security and privacy ■ Performance and development dialogue ■ Employee surveys (eNPS) ■ Social events ■ Security training Suppliers ■ Risk management ■ Sustainability performance ■ Tenders and contracting ■ Sustainability due diligence and audits Business partners ■ Revenue and growth opportunities ■ Innovation and development ■ Dialogue on strategic and operational level, with commercial and technical perspectives ■ Contracts Investors and shareholders ■ Ensure accurate communication and shareholder value ■ Annual General Meeting and Capital market day ■ External reports and ESG ratings ■ Ongoing dialogue via investor relations/analysts Clients ■ Value creation and trust ■ Enable clients to address goals and targets ■ Support and improve digital transformation and infrastructure ■ Revenue and growth opportunities ■ Client dialogue ■ Satisfaction survey (NPS) ■ Tenders Civil society and end-users ■ Digital accessibility and enhanced digital services ■ Public and EU client meetings ■ Ad hoc user groups, depending on needs and existing insights We engage with stakeholders through regular dialogue and feedback to understand their interests, inform decision-making, and support sustainable value creation. Interests and views of stakeholders2SBM Our key stakeholders include internal and external parties who create value for us and for whom we generate value. Our continuous dialogue with these stakeholders informs our strategic decisions and strengthens our operations across environmental, social and governance topics. Each stakeholder group has unique needs, creating both positive and potential negative impacts. Through engagement and dialogue, we stay informed and act on opportunities and risks. Stakeholder views are discussed internally across relevant departments and business units, and the Board of Directors is informed regularly through Executive Management to ensure timely action and ongoing development of our strategy and business model. Additionally, stakeholder engagement supports our ongoing sustainability due diligence efforts. Employees expect development opportunities and market-conforming compensation. Business partners, suppliers, investors and shareholders expect ethical operations and high standards of conduct. Clients expect best-in-class competencies and domain knowledge. Industry insights and client discussions inform us of varying end-user interests. 69 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements ESRS 2 General disclosures
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Double materiality assesses Netcompany’s relationship with our business environment, identifying factors for long-term value crea- tion and understanding how we impact and are potentially affected by internal and exter- nal factors. The DMA uses a structured pro- cess to identify both material and non-mate- rial IROs. The sustainability statements detail material IROs under each topic, including the time horizon. Changes in IROs are addressed under the basis of preparation section. Our material IROs relate to our strategy and core business activities and are primarily associated with our own operations. Our development and delivery of IT services, products, platforms and projects give rise to IROs that affect clients, end-users, employ- ees, data centre activities and hardware man- agement. Due to their proximity to our busi- ness model, we manage most IROs directly through ongoing operations. This includes business conduct, workforce, and some cli- mate change and circular economy IROs. Material impacts For environmental IROs in our upstream and downstream value chains, we strengthen pro- curement and waste management policies and align IRO identification processes with our Enterprise Risk Management system. Environmental IROs are global, as climate and resource use effects from hardware in- and outflows extend beyond our operating coun- tries. Material environmental impacts are actual and negative, relating to carbon emis- sions and resource use strain from our opera- tions and business model. Social IROs include potential negative impacts from sector challenges, including non-digital consumers, privacy concerns, high workloads, and equal opportunity gaps, in addition to opportunities and positive impacts from IT solutions that create value for consumers and end-users and generate busi- ness from societal digitalisation. We have mit- igating actions and policies to address poten- tial negative impacts. Negative impacts could affect employees, consumers, and end-users without these measures. As an IT service company, we generate positive influence through employee training and skills develop- ment and enable digitalisation for citizens, businesses, and public institutions. All identified material IROs are covered by ESRS disclosure requirements, except for one material financial risk related to our ISO14001 environmental certification which is covered as an entity-specific disclosure in the environ- mental section. Current financial effects The identified risks and opportunities are not considered to have a material impact on the Group’s financial position. CSRD and EU Taxonomy compliance resources remain simi- lar to last year. Since material IROs relate to core business activities, improvement and mitigation initiatives are embedded in estab- lished governance structures. Based on quali- tative assessments by internal experts of mit- igating factors across all IROs, our resilience is deemed high within our DMA time horizons. Double materiality assessment result3SBM Read more about our value chain and links to IROs Page 68 Read more about our sustainability matters at a glance Page 59 Changes to material IROs 2024 IROs were reviewed in our 2025 DMA process. Most ESRS topics remain unchanged from 2024. Changes occurred in three main areas: own workforce (deeper knowledge and more stringent materiality approach, workers in the value chain (improved data quality and supply chain anal- ysis tools), and consumers and end-users (deeper insight into opportunities, identifying positive impacts). We identified Workers in the value chain as a material standard, but applied phase-in as stated on page 63. The relevant topical standard sections reflect changes to DMA IROs from the 2025 review process. These changes are predominantly caused by dependency re-evaluations and increased data availability. 70 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements ESRS 2 General disclosures
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Since 2022, we have conducted DMAs, the results of which are included in our annual sustainability reporting. As part of this pro- cess, we revisit conclusions relating to our business model, stakeholders, value chain and dependencies on a yearly basis. Our IRO methodology includes alignment of Enterprise Risk Management (ERM) and Sustainability Due Diligence (SDD) processes. The DMA and ERM identifies financial risks and opportuni- ties, while our SDD supports identification of potential and any actual adverse impacts. Input parameters in the DMA include data from open sources, from internal HR systems, energy consumption records and supplier assessments. The scope covers all consoli- dated entities and key supplier relationships, and our ICT sector value chain. Our assess- ments, and any assumptions, are based on industry benchmarks, regulatory require- ments, and stakeholder consultations. Identification and assessment of impacts We score sustainability matters on scale, scope, irremediability (collectively severity), and likelihood, considering the prescribed ESRS 1 (AR 16) and any other relevant topics. Based on advisor guidance, internally devel- oped thresholds identify impacts. Our DMA process focuses on high-risk activi- ties and relationships, particularly data centre operations and upstream hardware suppliers. We assess impacts from own operations (workforce, energy) and business relation- ships (supplier practices, client digitalisation). Stakeholder consultation includes employee surveys, client feedback, and supplier engagement, supplemented by external expert guidance. Identification and assessment of risks and opportunities Our financial materiality assessment evalu- ates likelihood and potential magnitude of financial effects from sustainability matters using our Enterprise Risk Management frame- work. We systematically consider how our operational impacts and value chain dependencies create financial risks and opportunities, such as environmental compli- ance costs and digitalisation revenue streams. Opportunities are identified and assessed through close collaboration with the business. Sustainability-related risks are pri- oritised alongside other business risks using our established ERM tools and scoring meth- odology, ensuring integrated risk assessment across all business areas. Decision-making process Following our sustainability governance, the Group Sustainability Team manages the DMA process in collaboration with internal sub- ject-matter experts and external advisors when applicable. Upon completion, the Director of Group Accounting and External Reporting reviews the DMA, which is then approved and submitted by the Group CFO for inclusion in the Audit Committee’s quar- terly Sustainability Impact Report (SIR). The annual DMA receives approval from the Audit Committee and later the board. Read more about our SDD Page 124 Read more about the oversight of sustainability IROs Page 64 Read more about our ERM Page 46 Read more about our value chain Page 68 Double materiality assessment process1IRO 71 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements ESRS 2 General disclosures
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Policy overviewPMDR Code of Conduct Topic (IRO) Corporate culture (opportunity), corruption and bribery (risk) Key contents ■ Outlines international integrity and ethical standards with anonymous whistleblower protection ■ Prohibits forced/child labour, trafficking, discrimination, and harassment while promoting inclusive workplaces ■ Addresses workplace safety, anti-corruption compliance, environmental improvement, and data privacy protection Accountable for implementation General Counsel Related standards ■ OECD Guidelines for Multinational Enterprises ■ OECD Due Diligence Guidance for Responsible Business Conduct ■ UN Guiding Principles on Business and Human Rights ■ Universal Declaration of Human Rights and the Convention on the Rights of the Child ■ ILO Conventions ■ EU Corporate Sustainability Reporting Directive (CSRD) ■ EU Taxonomy Regulation ■ General Data Protection Regulation Availability Corporate website and intranet Diversity, equity and inclusion Topic (IRO) Gender equality and equal pay for work of equal value (potential negative impact) Key contents ■ Promotes equal opportunities, inclusive culture, and increased representation of underrepresented genders in management while recognising individual identities ■ Contributes to social sustainability and positive impact in served communities Accountable for implementation Chief People Officer (CPO) Related standards ■ UN Global Compact Availability Corporate website and intranet Employee privacy Topic (IRO) Privacy (potential negative impact) Key contents ■ Outlines collection, use, storage, and security of employee personal data while maintaining confidentiality, transpar- ency, and compliance with data protection laws Accountable for implementation Data Protection Officer (DPO) Related standards ■ General Data Protection Regulation Availability Corporate intranet Our policies for each IRO aim to prevent, mitigate, and remediate actual and potential impacts while addressing risks, and pursue opportunities. The most senior accountable person monitors effectiveness, with actions reported alongside relevant disclosures. All disclosed policies apply to the Group. Our policies are published on our intranet for all employees, with key policies also available on our website. Beyond availability, we sup- port policy implementation in business pro- cesses and employee workflows through mandatory Code of Conduct training for all new employees and regular references in internal corporate communications as needed. 72 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements ESRS 2 General disclosures
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Policy overview (continued)PMDR Employee resource group Topic (IRO) Gender equality and equal pay for work of equal value (potential negative impact) Key contents ■ Outlines voluntary, employee-led groups to foster inclu- sion, develop leaders, and enhance engagement and retention Accountable for implementation Chief People Officer (CPO) Related standards ■ UN Global Compact Availability Corporate intranet Health and safety Topic (IRO) Work-life balance (potential negative impact) Key contents ■ Outlines safe and healthy working environment objectives for employees and visitors, focusing on preventing physi- cal and sociopsychological workplace injuries in compli- ance with health and safety legislation Accountable for implementation Chief People Officer (CPO) Related standards ■ N/A Availability Corporate intranet Discrimination, harassment, and sexual harassment Topic (IRO) Work-life balance (potential negative impact) Key contents ■ Outlines zero-tolerance objectives for discrimination, har- assment, and sexual harassment with investigation proce- dures and employment sanctions, including warnings, dis- missal, and termination Accountable for implementation Chief People Officer (CPO) Related standards ■ N/A Availability Corporate intranet Data ethics Topic (IRO) Privacy (potential negative impact) Key contents ■ Outlines data ethics principles and processing methods, emphasising security, integrity, and trust while protecting personal and non-personal data in compliance with legal and ethical standards integrated into IT services Accountable for implementation Chief Information Security Officer (CISO), General Counsel Related standards ■ ISO/IEC 27001 ■ General Data Protection Regulation Availability Corporate website and intranet Environmental Topic (IRO) Climate change (risk), energy (actual negative impact), water consumption (potential negative impact), environmental man- agement (risk), resource inflow (actual negative impact) Key contents ■ Addresses emissions, energy, water, waste, noise, and procurement while committing to pollution prevention and environmental protection through renewable energy, effi- cient technologies, e-waste reduction, and sustainable practices in compliance with environmental laws Accountable for implementation Chief Financial Officer (CFO) Related standards ■ ISO 14001 Availability Corporate intranet Security Topic (IRO) Privacy (risk) Key contents ■ Outlines information security and data protection frame- work, ensuring confidentiality, integrity, and accessibility with risk-matched protection levels, security accountabil- ity, incident minimisation through awareness and skills, business continuity, and compliance with legal require- ments and client contracts Accountable for implementation Chief Information Security Officer (CISO) Related standards ■ ISO 27001 Availability Corporate intranet 73 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements ESRS 2 General disclosures
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Policy overview (continued)PMDR Whistleblower1 Topic (IRO) Protection of whistleblower (potential negative impact) Key contents ■ Outlines safe, confidential reporting channel for suspected misconduct, unethical behaviour, and legal violations with whistleblower retaliation protection Accountable for implementation General Counsel Related standards ■ General Data Protection Regulation ■ EU Whistleblower Protection Directive Availability Corporate website and intranet Supplier Sustainability Due Diligence Topic (IRO) Working conditions (potential negative impact), equal treat- ment (potential negative impact), other work-related rights (potential negative impact), inflow (actual negative impact), Outflow (potential negative impact), waste (potential negative impact) Key contents ■ Clearly defines the internal stakeholders responsible for maintaining business-related risk monitoring, outlines assessment procedures, describes communication proto- cols, and ensures compliance throughout the supplier relationship processes Accountable for implementation Director of Group Accounting and External Reporting Related standards ■ Corporate Sustainability Due Diligence Directive (CSDDD) ■ UK Modern Slavery Act ■ Norwegian Transparency Act (Åpenhetsloven) ■ Corporate Sustainability Reporting Directive (CSRD) ■ EU Taxonomy Regulation Availability N/A Anti-bribery and anti-corruption ESRS (IRO) Corruption and bribery (Risk) Key contents ■ Enforces zero-tolerance for bribery and corruption, pro- hibiting all forms of improper payments, kickbacks, and undue influence in both public and private sectors ■ Sets strict requirements for gifts, hospitality, and conflict of interest management, ensuring transparency, legiti- macy, and proper documentation ■ Provides anonymous whistleblower channels and man- dates disciplinary action for violations Accountable for implementation General Counsel Related standards ■ US Foreign Corrupt Practices Act ■ UK Bribery Act Availability Corporate website and intranet Quality management Topic (IRO) Privacy (risk) Key contents ■ Outlines Quality Management System (QMS) processes for internal and external services, risk mitigation, opportu- nity identification, process improvement, and enhanced organisational maturity through structured evaluations Accountable for implementation Chief Information Officer (CIO) Related standards ■ ISO 9001 Availability Corporate intranet 1 Coverage in accordance with entities subject to the EU Whistleblower Protection Directive. 74 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements ESRS 2 General disclosures
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Environment »Good change management is about much more than just the IT solution itself« Natascha Wang Hansen, ManagerE1 Climate change 76 E3 Water and marine resources 86 E5 Resource use and circular economy 88 Environmental management 92 EU Taxonomy 95 75 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Material topic Page E1-1 Transition plan for climate change mitigation 76 E1 IRO-1 Climate change 77 E1 SBM-3 Climate risks and resilience 78 E1-2 Policies 79 E1-3 Actions 79 E1-4 Targets 80 E1-5 Energy consumption and mix 80 E1-6 Gross scopes 1, 2, 3 and total GHG emissions 81 GHG intensity based on net revenue 83 GHG data hierarchy 84 Climate change E1 As a growing IT services company that relies on data centre infrastructure, we seek to reduce the climate impacts of our operations. Increasing digitalisation is driving higher energy demand across the digital value chain, reinforcing the importance of improving energy efficiency and increasing the share of renewable energy used to deliver our services. Climate change1E1 IRO Climate action matters to our business for three reasons: we are committed to minimis- ing our own consumption and related impacts; we aim to meet the ambitions and expectations of our clients; and we know we can play an important enabling role in sup- porting the decarbonisation of our clients’ activities. Currently, we do not have a Group-level tran- sition plan for climate change mitigation, aimed at ensuring that our strategy and busi- ness model are compatible with the transition to a sustainable economy and limiting global warming to 1.5 degrees in line with the Paris Agreement. Transition plan for climate change mitigation 1E1 We have continued to strengthen our GHG inventory as a foundation for effective analy- sis and planning, and we have also taken local actions across our business to pursue relevant decarbonisation measures. 76 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E1 Climate change
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Climate change1E1 IRO Impacts, risks, and opportunities (IROs) Value chain Time horizon Upstream Own operations Downstream Short- term Medium- term Long- term Transition risk Failure to meet future client requirements concerning climate action could have a significant financial effect Risk Energy consumption Increased energy demand is required to support the developing digitalisation related to both business operations and data centre activities. Actual negative impact Climate change mitigation Software enabling climate change mitigation/reductions and action Opportunity The list of IROs depict sustainability matters that, if not managed adequately, could affect our business negatively (risks) or that result in adversities to nature or our climate (negative impacts). Impacts can also be positive, and potential positive financial effects (oppor- tunities) can also derive from sustainability matters. As described in our overall process and the following section, we have used a combina- tion of internally conducted analysis, dia- logues and advisory from external environ- mental experts to adequately assess our situation. This year, we have included a Climate Scenario Analysis (CSA), and as last year, we conclude that we have an impact on climate change that is limited, considering our own GHG footprint. Read more about the DMA process Page 71 We supplemented our DMA and CSA with a revised environmental analysis, using bespoke tools to assess climate and biodiversity risks. Pollution and biodiversity Our 2025 DMA and environmental analysis verified the analysis and findings from 2024. We assessed our sites and business activi- ties, and no actual or potential pollution-re- lated IROs were identified. Additionally, our environmental analysis of all sites and activ- ities found no actual or potential biodiversity and ecosystem-related IROs, nor any related transitional, physical, or systemic risks. One of our offices in Poland is located near a protected area. No actual or potential IROs were identified from our operations or related value chain activities when assess- ing our local operations. 77 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E1 Climate change
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Climate risks and resilience3E1 SBM The “Low-carbon” scenario takes into account firm action across various stakehold- ers to combat the effects of climate change. This scenario is characterised by low physical risk-levels, because such impacts are avoided, whereas transition risks are higher because e.g. regulations push for action incl. investments. The “High-carbon” scenario, on the other hand reflects a scenario where the physical impacts are not mitigated and increases exposures, whereas e.g. regulations and stakeholder push for investment are minimal. When analysing and assessing the identified risks, three time horizons were applied, aligned with the IPCC scenario framework: ■ Short-term (up to 2050) ■ Medium-term (2050-2070) ■ Long-term (2070-2100) The analysis was conducted in-house, sup- ported by external advisor, and included a significant number of potential risks, mapped and analysed within the three time horizons. Each risk was assessed on criteria for Exposure and Vulnerability, factoring in the inherent risk of an event materialising and Netcompany’s readiness to address it. The outcome of the CSA provides a strong basis for concluding that Netcompany’s asset-light and flexible business model is resilient to physical risks. No material risks were identified when assessing the most exposed locations, and the identified poten- tial risks are low and very unlikely to have any effects on earnings. The CSA did however confirm the pre-existing transition risk identi- fied in relation to clients’ requirements poten- tially increasing over time and adding a mate- rial, however not significant, cost to our operations. The identified material risk is not considered likely and does not result in changes to our business model or strategy. Building on the analysis conducted in 2024 and before, we performed a Climate Scenario Analysis (CSA) during 2025 to further strengthen our understanding and verify the DMA outcomes. The CSA is founded on inter- nationally recognised climate scenarios and uses third-party geospatial risk tools. Based on the 2025 DMA and the CSA we continue to consider our business model and current assets and locations to be exposed to a low degree of climate-related risks and assess our resilience to be at a high level. We continue to recognise one transitional risk, relating specifically to the potential risk of not meeting the future requirements of our clients if their ambitions and expectations exceed our climate-related performance. But we do not expect this risk to materialise in the near term. We have not identified any physical risks related to our business model, locations, or business activities, which is the foundation for achieving a high-level of resilience. Climate Scenario Analysis Our 2025 CSA covered the full scope of the Group’s activities and took into account both physical risks, such as flooding and storms, and transitional risks, such as market and cli- ent behaviours and regulatory developments. We evaluated where our business operations could be most exposed to physical risks and conducted an analysis of these geographies, and specifically reviewed the risk level at the exact location, using geospatial data. We applied the following scenarios to both our physical and transitional risk assessments: ■ “Low-carbon” scenario (IPCC SSP1 - 2.6), where climate action is diligently pursued and temperature is kept within the Paris Agreement limits ■ “Mid-carbon” scenario (IPCC SSP2 - 4.5) where some climate action is pursued, but temperatures are not efficiently reduced ■ “High-carbon” scenario (IPCC SSP5 - 8.5) where minimal regulatory, business and societal action is taken to combat climate change 78 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E1 Climate change
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Policies2E1 The Environmental Policy sets the framework for how Netcompany manages material cli- mate-related impacts, risks, and opportuni- ties. It addresses climate change mitigation by aiming to reduce greenhouse gas emis- sions through improved energy performance and responsible operations. It covers climate change adaptation by ensuring that environ- mental management processes identify and assess potential physical climate risks, even though none are currently considered material. The policy promotes energy efficiency across offices, data centres, and infrastructure through the use of energy-efficient technolo- gies and operational optimisation. It supports renewable energy deployment by prioritising the sourcing and use of clean, renewable electricity within operations and engaging suppliers that apply similar principles. Finally, it acknowledges transition risk, recognising that client expectations for climate action inform business planning and sustainability strategy. Read more on our policy overview Page 72 Our focus in 2025 has been on continuing his- toric efforts to mature our GHG accounting, maintain strong relations with data centre partners and ensuring that we source renew- able energy to mitigate climate impacts. Energy efficiency is supported through the transition into more modern, higher-perfor- mance office buildings and the minimisation of our overall office footprint. We coordinate with landlords and data-centre partners on energy-related matters, including the effi- ciency characteristics of the facilities and any planned improvements relevant to our operations. The use of renewable energy is increased by expanding the share of renewable electricity procured for offices and data centres under our operational control, alongside efforts to demonstrate the renewable-energy creden- tials associated with energy consumption Actions Actions (continued) 3E1 3E1 outside our direct control. On-site solar gen- eration has also been implemented at a selected office location where suitable oppor- tunities were identified. Electrification and fuel switching are pro- moted through the ongoing transition of our vehicle fleet toward hybrid and full electric vehicles and participation in local low-carbon mobility programmes. Many of our offices include facilities that support low-carbon commuting, such as cycle parking, storage, and shower facilities. Enhancements to our GHG accounting meth- odology and data quality continue to serve as important enabling measures. This includes integrating SDC A/S into daily emissions accounting processes and incorporating its historic decarbonisation activities into our consolidated reporting. A client-engagement emissions-calculation tool developed previ- ously is now operational and used to provide emissions information for several client assignments. During the reporting period, we strengthened the monitoring of client requirements and enhanced dialogue with clients and business units to ensure that climate-related expecta- tions are understood and integrated into rele- vant decision-making processes. Energy consumption developments The increase in energy consumption during the year was primarily driven by higher fuel consumption resulting from growth in the Group’s vehicle fleet, supported by improved fuel data quality and more complete report- ing. This was partly offset by a reduction in non-renewable electricity consumption, as electricity sourced from renewable energy increased and 100% of eligible electricity consumption was covered by Energy Attribute Certificates. GHG emission developments Overall GHG emissions increased by 17.6% in 2025 (location-based), primarily driven by the inclusion of NBS and underlying business growth in other regions. This growth resulted in higher emissions from business travel and fuel consumption, as well as increased emis- sions from capital goods, mainly related to the addition of office locations and data cen- tre capacity. At the same time, GHG intensity decreased from 2024 to 2025, indicating a decoupling of GHG emissions from business growth and revenues, driven by improved operational efficiency. 79 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E1 Climate change
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Targets4E1 We have not identified any material targets relevant to disclose. Our established pro- cesses are embedded within the functions that have daily responsibility for ensuring adherence to our policies. Environmental top- ics are addressed on a continuous basis through our ISO 14001 certifications. § Accounting principles Energy consumption and mix cover the Group’s own operations, including offices, Netcompany-controlled data-centre opera- tions, and the leased car fleet. Renewable, nuclear and fossil shares of elec- tricity consumption are determined using a market-based approach. Renewable electric- ity is defined as consumption backed by Energy consumption and mix 2025 2024 Fuel consumption from crude oil and petroleum products (MWh) 8,824.7 6,754.5 Fuel consumption from natural gas (MWh) 521.6 408.7 Consumption of purchased or acquired electricity, heat, steam, and cooling from non-renewable sources (MWh) 584.9 1,153.0 Total non-renewable energy consumption (MWh) 9,931.2 8,316.1 Share of non-renewable sources in total energy consumption (%) 45.4% 43.4% Consumption from nuclear sources (MWh) 0.0 -1 Share of nuclear sources in total energy consumption (%) 0.0 -1 Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (MWh) 11,947.7 10,856.1 Total renewable energy consumption (MWh) 11,947.7 10,856.1 Share of renewable sources in total energy consumption (%) 54.6% 56.6% Total energy consumption (MWh) 21,878.9 19,172.2 Energy consumption and mix5E1 cancelled Energy Attribute Certificates (EACs), such as Guarantees of Origin. Electricity consumption not covered by EACs is allocated to renewable, nuclear and fossil sources using the latest AIB European Residual Mix (year). For countries where no Residual Mix is available, the latest IEA national grid emission factors (year) are used to represent average electricity generation attributes, or supplier data has been applied. Non-renewable sources Fuel consumption from the Group’s leased vehicle fleet and natural gas used for heating office buildings (Scope 1), as well as electric- ity and district heating not documented as renewable (Scope 2). Nuclear sources Electricity generated from nuclear facilities. 1 We have refined our methodology for 2025. Based on this method, the 2024 figures amount to 44.4 MWh consumption and a share of 0.2%. 2025 nuclear emissions amounting to 0.0 take into account 100% renewable electricity coverage. Renewable sources Electricity and district heating related to office activities and colocation data centre operations, including documented certified renewables. 80 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E1 Climate change
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2025 2024 2023 Base year (2022)2 % Scope 1 GHG emissions Gross Scope 1 GHG emissions (tCO₂e) 2,086.6 1,692.3 1,553.9 1,460.0 23.3% Scope 2 GHG emissions Gross location-based Scope 2 GHG emissions (tCO₂e) 1,950.9 1,892.1 1,730.0 1,731.2 3.1% Gross market-based Scope 2 GHG emissions (tCO₂e) 152.7 478.2 427.4 1,675.8 -68.1% Significant Scope 3 GHG emissions Total Gross indirect (Scope 3) GHG emissions (tCO₂e) 79,682.4 67,636.2 63,890.2 63,868.6 17.8% 1. Purchased goods and services 56,907.7 54,580.8 49,736.3 51,210.5 4.3% 2. Capital goods 6,604.3 1,569.5 3,987.0 2,776.8 320.8% 3. Fuel- and energy-related activities/services 686.1 588.3 514.7 518.5 16.6% 5. Waste generated in operation 4.7 3.1 - - 52.1% 6. Business travel 13,791.3 9,426.5 8,225.8 9,362.8 46.3% 7. Employee commuting1 1,688.4 1,468.0 1,426.4 - 15.0% Total GHG emissions Total GHG emissions (location-based) (tCO2e) 83,719.9 71,220.6 67,174.1 67,059.8 17.6% Total GHG emissions (market-based) (tCO2e) 81,921.7 69,806.8 65,871.5 67,004.4 17.4% The accounting of biogenic GHG emissions follows the ESRS and the GHG Protocol. In 2025, Scope 1 amounted to 129.4 tCO2e, Scope 2 amounted to 1,032.3 tCO2e, and Scope 3 amounted to 121.1 tCO2e. 1 Employee commute figures have been restated following a refinement of methodology, see page 83 for more details. 2 Base year figures are restated following the inclusion of SDC A/S. Restatement of the base year The base year (2022) has been restated to include SDC A/S, which represents a material change to the organisational boundary. Comparative figures for subsequent years have not been updated. Material changes to the base year are driven by Scope 2 Location-based and Scope 3 Category 1. Purchased goods and services, with material impacts as follows: No emissions are covered by emission- trading schemes. For 2025, Netcompany Banking Services fig- ures have been annualised based on actual spends for the year (July-December) in accordance with GHG Protocol guidance. Scope 1 Methodology is unchanged compared to previ- ous years. In 2025, fugitive emissions were screened and assessed as immaterial due to their negligible magnitude. § Accounting principles Scope 1 emissions are calculated based on consumption data and include direct emis- sions from fuel used in the leased vehicle fleet and natural gas used for office heating. Emissions are calculated using DEFRA con- version factors (2024) for stationary and mobile combustion. Biogenic emissions were calculated using the UK Government GHG Conversion Factors applied to the biofuel components of diesel and petrol consumed across our operations. Gross scopes 1, 2, 3, and total GHG emissions6E1 Previous tCO2e Changed tCO2e Variance % Gross Scope 1 GHG emissions 1,459.2 1,460.0 0.1% Gross location-based Scope 2 GHG emissions 1,450.5 1,731.2 19.4% Total Gross indirect (Scope 3) GHG emissions 53,566.7 63,868.6 19.2% GHG inventory methodology Netcompany’s greenhouse-gas (GHG) inven- tory is prepared in accordance with the GHG Protocol Corporate Accounting and Reporting Standard and the Corporate Value Chain (Scope 3) Standard, applying the operational -control boundary covering all Netcompany- controlled entities. Emission-factor sources, calculation methods, and boundary assump- tions are detailed in the accounting principles. 81 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E1 Climate change
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Scope 2 Methodology is unchanged compared to previous years. § Accounting principles Scope 2 emissions include purchased elec- tricity and district heating for offices and Netcompany-controlled data-centre operations. Scope 2 location-based Scope 2 location-based emissions are calcu- lated using IEA national grid factors (2024), representing the average energy generation mix for each country. Scope 2 market-based Scope 2 market-based emissions are calcu- lated using a hierarchy of energy attribute data. Electricity backed by cancelled Energy Attribute Certificates (EACs), such as Guarantees of Origin, is applied first. Remaining electricity consumption is calcu- lated using the latest available AIB European Residual Mix (2024). For countries where no Residual Mix is available, the IEA national grid factors (2024) are applied. Biogenic emissions (Scope 2) Biogenic emissions for electricity and district heating were estimated using the UK Government GHG Conversion Factors as a conservative proxy due to the absence of country-specific biogenic factors across our operating countries. Scope 3 Netcompany Scope 3 disclosures includes the following Categories: 1 Purchased goods and services 2 Capital goods 3 Fuel-and-energy-related activities 5 Waste generated in operations 6 Business travel 7 Employee commuting § Accounting principles Scope 3 emissions are calculated in accord- ance with the GHG Protocol Corporate Value Chain (Scope 3) Standard. Six categories are reported quantitatively using the latest availa- ble data and consistent organisational boundaries: 1 Purchased goods and services Calculated using a spend-based method applying DEFRA Table 13 emission factors to supplier cost data (including VAT). Supplier-specific GHG data are used where available and removed from spend-based totals to avoid double counting. 2 Capital goods Calculated using a spend-based method applying DEFRA Table 13 emission factors to capitalised cost data (including VAT). Supplier-specific GHG data are applied where available and removed from spend- based totals to avoid double counting. 3 Fuel-and-energy-related activities Fuel- and energy-related activities (upstream) are calculated using DEFRA well-to-tank emission factors (2024) for fuels, and IEA transmission and distribu- tion (T&D) loss factors (2024) for pur- chased electricity and district heating. 5 Waste Waste-related emissions are calculated using DEFRA Waste Disposal emission factors (2024) for the relevant disposal method and waste type. General office waste volumes are based on actual data from headquarters and extrapolated to other offices according to seating capac- ity. E-waste from IT equipment is included in this category, with waste quantities obtained directly from suppliers and the appropriate DEFRA waste disposal fac- tors applied. 6 Business travel Business travel emissions are calculated using a mix of primary supplier data and spend data for flights and hotel stays. Where the travel provider cannot supply emission factors for certain hotel loca- tions, Netcompany applies derived hotel emission factors based on local energy characteristics. Emissions from travel modes not covered by supplier data, such as rail, taxi, and other business-travel ser- vices, are calculated using spend-based emission factors from DEFRA Table 13. Emissions from business mileage are cal- culated using primary distance data com- bined with DEFRA road-travel emission factors. Gross scopes 1, 2, 3, and total GHG emissions (continued)6E1 82 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E1 Climate change
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7 Employee commuting Employee commuting emissions are calcu- lated using employee-reported transport mode and distance, collected through a Group-wide commuting survey (conducted in 2025), combined with office attendance frequency derived from time registration records. Emissions are calculated using UK Government GHG Conversion Factors (2024) and extrapolated to the full head- count to account for non-respondents and new joiners. 1 Historic employee commute figures have been restated following a refinement of methodology in 2025: Previous tCO₂e Changed tCO₂e Variance % 2023 4,647.5 1,426.4 -69.0% 2024 5,154.9 1,468.0 -72.0% The derivative effects of the changes have been adjusted for in the corresponding calculations. Biogenic emissions (Scope 3) Biogenic emissions for Fuel and energy-re- lated activities were calculated using the UK Government GHG Conversion Factors applied to the diesel, petrol and gas consumed in our operations. Categories screened as immaterial A number of Scope 3 categories have been screened using internal materiality assess- ment criteria and deemed non-significant within the Group’s GHG inventory. On this basis, upstream transportation and distribu- tion (Category 4), upstream leased assets (Category 8), downstream transportation and distribution (Category 9) and investments (Category 15) are excluded from quantitative reporting. Categories not relevant to business model The following categories are not applicable to Netcompany’s IT services business model: processing of sold products (Category 10), use of sold products (Category 11), end-of-life treatment of sold products (Category 12), down-stream leased assets (Category 13), and franchises (Category 14). Gross scopes 1, 2, 3, and total GHG emissions (continued) 6E1 GHG intensity based on net revenue 2025 2024 % Total GHG emissions (location-based) per net revenue (tCO2e/DKK million) 10.6 10.9 -2.6% Total GHG emissions (market-based) per net revenue (tCO2e/DKK million) 10.4 10.7 -2.7% GHG intensity decreased from 2024 to 2025, indicating a decoupling of GHG emissions from business growth. GHG intensity based on net revenue6E1 Reference to financial statements note 3 Page 144 § Accounting principles GHG intensity GHG intensity based on net revenue has been calculated as gross scope 1, Scope 2 loca- tion-based/market-based, and gross Scope 3 emissions divided by reported net revenue in DKK million. 83 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E1 Climate change
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Data hierarchy Energy mix / Scope 1 / Scope 3 Category 3 Energy mix / Scope 2 / Scope 3 Category 3 Diesel Petrol Gas Electricity District heating 1. Actual consumption directly stated on the invoice from the vendors 96.3% 94.9% 8.6% 57.3% 3.8% 2. Data through vendor online portal or similar 0.0% 0.0% 90.8% 1.7% 0.0% 3. Data supplied by the vendor open request through written communication 0.0% 0.0% 0.0% 25.7% 66.0% 4. Estimations based on historical data 0.0% 0.0% 0.6% 1.1% 4.8% 5. Estimations based on average price per unit of consumption (kWh, litres, m3) for Netcompany Group purchases in the relevant period 3.7% 5.1% 0.0% 14.2% 25.3% 6. Estimations based on publicly available average price pr. unit of consumption (kWh, litres, m3) 0.0% 0.0% 0.0% 0.0% 0.0% Data hierarchy Scope 3 Purchased goods and services Capital goods Waste Business travel 1. GHG emission data supplied directly by the supplier 1.1% 0.0% 16.6% 36.3% 2. GHG emission calculated based on actual purchase/weight 0.0% 0.0% 0.0% 0.0% 3. GHG emission calculated on the base of net-spend 98.9% 100.0% 83.4% 63.7% Data hierarchy The reported environmental performance is compiled using a data hierarchy, applied in descending order of data quality, with item 1 representing the highest-quality data. Scope 1, 2 & Scope 3 Category 6 1 Actual consumption directly stated on the invoice from the vendors. 2 Data through vendor online portal or similar. 3 Data supplied by the vendor open request through written communication. 4 Estimations based on historical data. 5 Estimations based on average price pr. unit of consumption (kWh, litre, m3) for Netcompany Group purchases in the rele- vant period. 6 Estimations based on publicly available average price pr. unit of consumption (kWh, litres, m3). Scope 3 Category 1, 2 & 3 1 GHG emission data supplied directly by the supplier. 2 GHG emissions based on actual pur- chase/weight. 3 GHG emissions calculated on the basis of net-spend. GHG data hierarchy6E1 84 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E1 Climate change
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Case How we enable the fight against carbon leakage to secure sustainable trade Europe is a frontrunner in the race towards climate-neutrality. But the continents climate goals demand innovative solutions to prevent free-rider problems and carbon leakage, where companies move production abroad or replace EU goods with high-emission imports, undermining both sustainability and fair competition. The European Commission’s Carbon Border Adjustment Mechanism (CBAM) directly responds to these challenges by pricing the carbon emissions embedded in imported goods, aligning them with EU standards. During 2025, we have led the consortium developing the CBAM platform, a robust digital solution designed for all stakeholders including importers, EU officials, national authorities, and operators from non-EU countries. The definitive system will facilitate seamless declar- ant application management, transparent certificate trading, and comprehensive risk assessment to ensure compliance. Integrated back-office portals provide stakeholders with real-time insights into car- bon emissions and regulatory status, supporting effi- cient oversight and decision-making. The solution is delivered under the management and framework of the European Commission services. By consolidating complex processes into a centralised platform, it aims to strengthen the EU’s fight against carbon leakage and support the continent’s transi- tion to climate neutrality, setting a global benchmark for sustainable trade practices. CBAM streamlines compliance, enhances transparency, and enables Europe to uphold ambitious climate standards in sustainable global trade. Read more about CBAM https://netcompany.com/cbam/ 85 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Case CBAM
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Material topic Page E3 IRO-1 Water and marine resources 86 E3-1 Policies 87 E3-2 Actions 87 E3-3 Targets 87 Water and marine resources E3 In our reporting on water and marine resources, we examine how water withdrawal at the data centres we rely on could affect water availability for local communities. To do so, we screen our assets, colocation arrange- ments, and broader value-chain activities for any material impacts on water withdrawal or consumption. We utilise two types of data centres: ■ Colocation data centres: We lease the space and own the business-critical equip- ment, enabling us to service clients effi- ciently with their hosting needs ■ Co-host data centres, including hyper-scale cloud: We lease cloud hosting capacity at extensive and scalable facilities across Europe Data centre operations are integral to our core business activities. They enable scalabil- ity and provide a reliable infrastructure for hosting clients’ solutions. Within our own activities, the water usage in our offices is not significant. Our colocation data centres either do not use water for cooling or employ closed-loop sys- tems with minimal water withdrawal. Operational maintenance practices are in place to reduce the likelihood of leakage, and these facilities are not located in areas with high water stress. We partner up with estab- lished partners to obtain reliable services that align with the needs of Netcompany and our clients. For co-host hyper-scale data centres within our downstream value chain, we have less specific insight and influence over, e.g. water withdrawals and consumption. However, we are keen on further strengthening the collabo- rations and better details over time, as the growing demand for data centre capacity is likely to expand how facilities are used and operated. The 2025 DMA confirms the same material topics as the 2024 DMA. Water and marine resources1E3 IRO Elpida Syka-Lerioti, Associate engineer 86 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E3 Water and marine resources
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Water and marine resources (continued)1E3 IRO Impacts, risks, and opportunities (IROs) Value chain Time horizon Upstream Own operations Downstream Short- term Medium- term Long- term Water withdrawal Data centres’ water withdrawal impacting on availability of water to local ecosystems Potential negative impact The list of IROs depict sustainability matters that, if not managed adequately, could result in adversities to nature (potential negative impact) Our Environmental Policy outlines our commit- ment to managing value chain water with- drawals and consumption. This includes engaging with key suppliers to ensure water is recycled and used efficiently, which we Read more about policy overview Page 72 Policies1E3 In 2025, we introduced a structured data-re- quest process for all leased colocation facili- ties to obtain information on cooling methods, any reliance on water, and related risks. These requirements will be incorporated into contracts over time. Through our climate sce- nario analysis, we assessed cooling technolo- gies and water-related physical hazards at colocation sites in Denmark and Greece, with no material risks identified. We therefore focus on periodic monitoring through updated data requests and contract-renewal reviews. Actions2E3 We have not identified any material targets relevant to disclose. Our established pro- cesses are embedded within the functions that have daily responsibility for ensuring adherence to our relevant policies and Targets3E3 address through our Supplier Code of Conduct, to be implemented during 2026, as well as directly in our tenders. For hyperscale cloud providers, we reviewed the regions we use most to help prioritise where to begin water-related engagement. Water-related information from these provid- ers is currently unavailable and represents a data gap. In 2026, we plan to initiate engage- ment with hyperscale providers, starting with the regions we rely on most to obtain infor- mation on cooling practices and water-re- lated impacts across relevant locations. We have not identified a need for investments in relation to our ongoing management of potential water impacts, and consider the efforts needed by our own personnel to be minimal. business processes. Environmental topics are also addressed on a continuous basis through our Environmental Management System, which is certified in accordance with ISO 14001. Read more about our climate scenario analysis Page 78 87 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E3 Water and marine resources
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Our business relies on a skilled workforce equipped with up-to-date IT hardware to deliver client solutions, supported by an oper- ating footprint that includes offices in urban areas as well as data centre colocation and co-hosting arrangements. Environmental impacts arise early in our upstream value chain, particularly in the sourcing and produc- tion of IT hardware. The extraction of miner- als, including rare and critical metals, and the use of hazardous substances contribute to the depletion of finite natural resources. As our hardware contains these materials, the associated potential impacts linked to resource outflows highlight the need for responsible practices in hardware reuse, recycling, and e-waste management. Through our 2025 Double Materiality Assessment, we have reaffirmed both the actual and potential impacts in this area, as well as the opportunity to support clients by delivering solutions that optimise circular product flows and generate both environmen- tal and business benefits. Resource use and circular economy E5 Material topic Page E5 IRO-1 Resource use and circular economy 88 E5-1 Policies 89 E5-2 Actions 89 E5-3 Targets 90 E5-4 Resource inflows 90 E5-5 Resource outflows 91 Resource use and circular economy1E5 IRO 88 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E5 Resource use and circular economy
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Policies1E5 Read more about ISO 14001 Page 92 Impacts, risks, and opportunities (IROs) Value chain Time horizon Upstream Own operations Downstream Short- term Medium- term Long- term Resource inflow IT hardware uses various rare metals and minerals, impacting Earth’s finite resources Actual negative impact Resource outflow and waste Incorrect e-waste management negatively impacts nature and climate Potential negative impact Resource outflow Delivering software that enables circularity benefits and minimises impacts on nature Opportunity The list of IROs depict sustainability matters that, if not managed adequately, could result in adversities to nature or the climate (potential negative impacts), or that by its current state is considered as having an inherent negative impact. Business opportunities are also identified within this section. Resource use and circular economy (continued) 1E5 IRO In 2025, we continued donating refurbished laptops to educational institutions, demon- strating our commitment to social responsibil- ity by bridging the digital divide whilst pro- moting circular economy principles through hardware lifecycle extension and responsible reuse. Actions2E5 Our Environmental Policy aims to minimise the environmental impact of our operations by identifying and implementing sustainable practices. Through our Supplier Code of Conduct, to be implemented during 2026, our Supplier Sustainability Due Diligence Policy, and tender processes, we encourage and require key suppliers and partners to uphold similar environmental commitments. These standards underline our commitment to com- ply with environmental laws and the continu- ous improvement of practices related to e-waste prevention, recycling, reuse of mate- rials, and use of sustainable resources. Our resource management approach encom- passes strategic hardware procurement designed to minimise consumption and its environmental impact, while continuously ver- ifying that our purchased hardware meets regulatory requirements. Furthermore, it includes comprehensive end-of-life asset management that ensures responsible e-waste management. In our broker partner- ships we ensure compliance by working with specialised partners who meet the same high environmental standards we maintain, such as ISO 14001. We reinforced our partnerships with IT hard- ware brokers to improve the quality of report- ing. Through these partnerships, we strive to responsibly manage e-waste from all data centres and our offices, when it reaches its late life or end-of-life stage. Our brokers have ensured that valuable components are reused 89 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E5 Resource use and circular economy
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We have not identified any material targets relevant to disclose. Our established pro- cesses are embedded within the functions that have day-to-day responsibility for ensur- ing adherence to our policies. Environmental Targets3E5 Actions (continued)2E5 while recycling the non-usable or broken components. During the year, we have conducted compre- hensive inventories of all decommissioned IT hardware and subsequently disposed of it through our broker partnerships, ensuring our records remain accurate and up to date. These reflect how we have systematically reviewed and sold decommissioned IT hard- ware, strictly following secure data destruc- tion procedures and regulatory requirements on waste management. Resource inflow has increased, due to the IT hardware inherited when acquiring Netcompany Banking Services (NBS), as well as investments in new IT hardware necessary for integrating NBS’ operations and personnel into the headquarters in Denmark The scope of office hardware consists of three categories: laptops, laptop equipment, and monitors. Laptops include laptops and chargers, while laptop equipment involves essential devices such as mice, keyboards, and headsets. Monitors, a new category in 2025, includes desktop monitors, docking stations and meeting room monitors. The scope of data centre hardware includes storage, servers, and network equipment. Resource inflows4E5 § Accounting principles Resource inflow Our resource inflow is calculated based on a proof-of-purchase method accounting for each purchased item type posted in the year. The weight of hardware postings is deter- mined via publicly available online weight data from manufacturers or suppliers. An average weight is used for equipment where no data is available. Resource inflow (Kg) 2025 2024 Laptops 5,742.8 2,604.1 Laptop equipment 1,592.2 3,244.7 Monitors 6,427.9 - Data centre hardware 4,001.5 1,676.6 Grand total 17,764.4 7,525.4 Secondary materials 0.0 0.0 Share of secondary materials in percentages 0.0 0.0 In 2025, we continued our initiative to extend the use of laptops from three to four years, an approach now implemented across all enti- ties. This supports our objective of reducing the frequency of new hardware purchases and thereby lowering overall resource consumption. We have not identified any need for significant investments in relation to our ongoing man- agement of the impacts and consider the efforts needed by our own personnel to be moderate. topics are also addressed on a continuous basis through our Environmental Management System, which is certified in accordance with ISO 14001. 90 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E5 Resource use and circular economy
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Resource outflow (Kg) 2025 2024 Reuse through donations Laptops 163.3 50.9 Reuse through brokers Laptops 506.0 2,471.4 Monitors 938.6 - Data centre hardware 0.0 982.6 Total amount of reused waste 1,607.9 3,504.9 Recycling electronic waste Laptops 38.7 99.7 Laptop equipment 334.7 2,669.6 Monitors 159.6 - Data centre hardware 480.0 441.8 Total amount of recycled waste 1,013.0 3,211.1 Grand total, all waste 2,621.0 6,716.0 § Accounting principles Our resource outflow including waste is based on data available during the fiscal period. Office IT hardware waste Office Laptops and monitors is calculated using actual reports from brokers, consoli- dated across all entities. Office laptop equipment is estimated by ana- lysing resource inflow data to determine the ratio of laptop equipment per laptop for each entity, then multiplying this ratio to our laptop waste figures. Data centre IT hardware waste Data centre hardware is calculated using actual reports from brokers, consolidated across our entities. Resource outflow has decreased due to cycli- cal asset management, as a significant vol- ume of older assets was decommissioned last year, leaving less obsolete IT hardware for disposal. Furthermore, our initiative to extend the use of laptops from three to four years, combined with manning growth, has resulted in a reduced resource outflow of laptops. Occasionally, clients request our assistance in procuring and installing IT hardware; however, this activity is exceptional and ancillary to our core services. As we do not manufacture or place products on the market, these pur- chases are excluded from the scope of our reporting. Resource outflows5E5 91 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment E5 Resource use and circular economy
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Entity-specific disclosure Page ISO 14001 Environmental management 92 ISO 14001 Policies 93 ISO 14001 Actions 94 ISO 14001 Targets 94 Environmental management ISO 14001 We are committed to act responsibly and pur- sue continuous improvements that benefit the environment. Through ISO 14001 certifica- tions we work towards more sustainable operations and also meet the expectations of many of our clients. Through our environmen- tal management system we set direction, train relevant colleagues and conduct audits, among other things. In our 2025 DMA, environmental management and ISO 14001 specifically, has been reaf- firmed as material for us to stay competitive and successful. We consider this specific cer- tification to be foundational for our work with environmental and sustainability matters. Environmental managementNCISO 14001 Christopher Fynboe, Manager 92 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment ISO 14001 Environmental management
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Our Environmental Policy outlines important topics and commitments related to for instance emissions, climate change mitiga- tion, energy consumption, water use, waste management, and recycling. We communi- cate our commitments to our employees, who we encourage to follow practical guidelines to minimise day-to-day environmental impact. We collaborate with key suppliers to ensure effective environmental management across our value chain. We ensure progress on our commitments through continuous improve- ments, as implemented in our management system, and we conduct internal audits every year to monitor compliance. We ensure inter- nal communication and external reporting annually. The policy, here among our Supplier Code of Conduct, to be implemented during 2026, also encourages our suppliers to adopt simi- lar environmental practices and to provide environmental training to their employees. Suppliers that have a mature approach to sustainability rank higher in our tenders and selection processes. The Policy is a cornerstone in our ISO 14001 certifications, and we allocate the necessary resources to implement the Policy as part of our Environmental Management Systems. Read more about our policies Page 72 PoliciesNCISO 14001 Impacts, risks, and opportunities (IROs) Value chain Time horizon Upstream Own operations Downstream Short- term Medium- term Long- term Environmental certifications Failure to uphold ISO 14001 certification as required by certain clients could result in loss of business. Risk The list of IROs depict sustainability matters that, if not managed adequately, could affect our business negatively (risks). Environmental managementNCISO 14001 Certifications Our ISO 14001 certifications cover the follow- ing countries: ■ Belgium, Denmark, Greece, Luxembourg, Netherlands, Norway, Poland, UK, and Vietnam 93 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment ISO 14001 Environmental management
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The objectives defined as part of our certifi- cations are important but not material in a reporting context. Any future targets that are assessed to be material would most likely be reported in, e.g., the climate change or resource use and circular economy sections. TargetsNCISO 14001 In 2025, we have taken steps to further inte- grate and align our two ISO 14001 certification schemes. This has included merging the pre-existing environmental policies into one Group Environmental Policy. We have enhanced environmental awareness across the Group by implementing training in relevant environmental matters into our onboarding program on the Code of Conduct Day, and by enhancing historic survey with additional contents and details. As part of the annual certification process, we have reviewed our internal objectives relating to e-waste reductions, increasing the share of renewable energy and reducing overall GHG emissions, with a view to evaluate if these remain or are to be updated going forward. We will continue our efforts to maintain our certification, pursue our environmental objec- tives, and promote responsible environmental behaviour both internally and in dialogue with business partners. Especially the latter can have impact at scale. We have not identified any need for significant investments in relation to our ongoing man- agement of the impacts and consider the efforts needed by our own personnel to be moderate. ActionsNCISO 14001 We monitor the effectiveness of our policy through our certifications and the related action plans and annual audits. 94 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment ISO 14001 Environmental management
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Mandatory topic Page EUTR Summary table 97 EUTR Revenue, CapEx, OpEx tables 98 EUTR Accounting principles 99 EU Taxonomy EUTR EU TaxonomyEUTR The EU Taxonomy is a regulatory framework introduced by the European Union as a tool to aid in the transition towards a greener and more sustainable economy. The EU Taxonomy addresses six environmental objectives: ■ Climate change mitigation ■ Climate change adaptation ■ Sustainable use and protection of water and marine resources ■ Transition to a circular economy ■ Pollution prevention and control ■ Protection and restoration of biodiversity and ecosystems In 2025, we continued enhancing internal structures to make Taxonomy reporting more efficient and robust, and we integrated Netcompany Banking Services’ activities fol- lowing the inclusion in July 2025. We have followed the regulatory develop- ments closely to ensure adherence to future changes, as discussed and presented during the year. We have chosen to apply the updated reporting tables as implemented through EU Regulation 2026/73 effective from 1 January 2026 and have not made use of the same regulation’s new possibility of exempt- ing non-material activities. Enabling change Netcompany can enable its clients and soci- ety in their sustainability transition through its services within Information, Technology and Communications (ICT). Through optimisation, monitoring, complex calculations, AI, and real time data, IT has the capabilities to stream- line company infrastructure, business pro- cesses and stakeholder interactions, enabling optimised energy and resource use. IT can aid clients in their efforts towards reducing car- bon emissions and preserving nature’s resources by presenting accurate data in real- time and give companies the ability to opti- mise power usage and resources needed to operate. 95 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment EUTR EU Taxonomy
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Eligible activities Eligible economic activities include: Climate change mitigation 6.5. Transport by motorbikes, passenger cars, and light commercial vehicles 7.7. Acquisition and ownership of buildings 8.1. Data processing, hosting, and related activities 8.2. Data-driven solutions for GHG emission reductions Transition to a circular economy 4.1. Provision of IT/OT data-driven solutions Aligned activities Aligned economic activities include: Climate change mitigation 8.1. Data processing, hosting, and related activities Assessing regulations We stay updated through newsletters and ongoing dialogue with external advisors to ensure that we adhere to developing regula- tions and market practices and learn from lessons relevant to our economic activities. Based on these developments, we perform an annual review of the economic activities defined in the Regulations against our company activities and related financial transactions to determine matches. Determining eligible activities During the year, we conducted two work- streams to adequately determine the rele- vance and potential eligibility of our activities: ■ General company activities This includes verification of transactions relating to 6.5 Transport by motorbikes, passenger cars, and light commercial vehicles, 7.7 Acquisition and ownership of buildings, and 8.1. Data processing, hosting and related activities. ■ Commercial projects/deliveries This includes reviewing our portfolio of pro- jects and deliverables to clients, specifi- cally screening all projects to identify those that could potentially fall within the scope of defined activities, and then conducting in-depth interviews to make a detailed assessment against the activities’ definitions. Collaboration with data centres for alignment For the activity 8.1. Data processing, hosting, and related activities, we cooperate with colocation data centres and co-host/cloud providers. EU Taxonomy (continued)EUTR Our own staff are responsible for the day-to- day operations and monitoring of the coloca- tion servers both remotely and on-premises, while the colocation business partner is responsible for housing, security, electricity, and cooling. When assessing compliance with the align- ment criteria for the activity 8.1. Data process- ing, hosting, and related activities, we have engaged in dialogue with our colocation pro- viders, and our data centre hardware suppli- ers and manufacturers. They provide docu- mentation for the applicable technical screening criteria, and the data centre provid- ers have described their operations in a ques- tionnaire that outlines the relevant criteria and requirements, and supplement their response with supporting documentation. This includes assessments of substantial contribution crite- ria and do no significant harm (DNSH) criteria relating to climate-related hazards, water use, hazardous waste, and general waste management. Revenue The share of taxonomy-eligible revenue in 2025 was 7.5% on level with 2024, while the eligible revenue increased from DKK 463.8m to DKK 589.8m in 2025. This development was driven by increased activities in both IT/ OT-based data solutions, our data centre hosting and data-driven solutions supporting GHG emissions reductions. The share of tax- onomy-aligned revenue remained at 2.8%, in line with 2024, reflecting strong overall reve- nue growth. In absolute terms, taxonomy- aligned revenue increased approximately 10%, driven by continued growth in data centre hosting. CapEx The share of taxonomy-eligible CapEx increased significantly in 2025, with eligible CapEx rising from DKK 98.7m to DKK 327.8m. This increase was primarily driven by invest- ments in new buildings in Denmark and the Netherlands, as well as the inclusion of SDC A/S, which was merged into Netcompany Banking Services. As a result of the increased overall CapEx, the share of taxonomy-aligned CapEx decreased to 1.9% compared to 3% in 2024. However, taxonomy-aligned CapEx increased in absolute terms, reflecting contin- ued investments in data centre capacity fol- lowing the expansion in revenue. OpEx The share of taxonomy-eligible OpEx increased to DKK 318.7m in 2025 compared to DKK 156m in 2024. This development was mainly driven by restructuring activities in Netcompany Banking Services, resulting in higher expenses related to leased buildings. 96 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment EUTR EU Taxonomy
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While the share of taxonomy-aligned OpEx declined to 24.9% compared to 32.3% due to the increased cost base, taxonomy-aligned OpEx increased in absolute terms, also driven by higher activity within data centre hosting. Minimum safeguards The minimum safeguards are built on four essential pillars: human rights, taxation, cor- ruption, and fair competition. These pillars underscore the EU’s dedication to promoting responsible and sustainable economic practices. Our accountability for respecting human rights and avoiding corruption extends throughout the value chain, as described in our sustainability due diligence process. We apply responsible business practices in relation to tax and competition laws as follows: ■ Taxation We adhere to our established tax risk man- agement process outlined in our Tax Policy to ensure compliance with tax laws. See note 12 of the financial statements for further information on our Tax Policy. ■ Fair Competition We enable fair competition by implement- ing and promoting our Code of Conduct, and through contractual agreements. Our Code stipulates that all board members and employees in Netcompany comply with applicable laws and regulations and perform their duties by adhering to good business practices, our values, and ethical guidelines. EU Taxonomy (continued)EUTR Summary table 2025 Breakdown by environmental objectivities of Taxonomy-aligned activities KPI Total Proportion of Taxonomy-eligible activities Taxonomy-aligned activities Proportion of Taxonomy-aligned activities Climate change mitigation Climate change adaption Water Circular economy Pollution Biodiversity Proportion of enabling activities Proportion of transitional activities Not assesed activities considered non-material Taxonomy-aligned activities in previous financial year (N-1) Proportion of Taxonomy-aligned activities in previous financial year (N-1) DKKm % DKKm % % % % % % % % % % DKKm % Revenue 7,891.7 7.5 220.0 2.8% 2.8% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.8% 0.0% 199.2 3.0% CapEx 893.7 36.7 16.9 1.9% 1.9% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 1.9% 0.0% 6.7 3.0% OpEx 332.8 95.8 82.9 24.9% 24.9% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 24.9% 0.0% 62.4 32.3% 97 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment EUTR EU Taxonomy
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EU Taxonomy (continued)EUTR Revenue 2025 Environmental objective of Taxonomy-aligned activities Economic activities Code Taxonomy–eligible KPI (proportion of Taxonomy-eligible revenue) Taxonomy-aligned KPI (momentary value of revenue) Taxonomy-aligned KPI (proportion of Taxonomy-aligned revenue) Climate change mitigation Climate change adaption Water Circular economy Pollution Biodiversity Enabling activities Transitional activities Proportion of Taxonomy-aligned in Taxonomy-eligible % DKKm % % % % % % % E 1 T 2 % Data processing, hosting and related activities CCM 8.1 5.6% 220.0 2.8% 2.8% 0.0% 0.0% 0.0% 0.0% 0.0% - T 49.4% Data-driven solutions for GHG emissions reductions CCM 8.2 1.3% 0.0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% - - 0.0% Provision of IT/OT data-driven solutions CE 4.1 0.6% 0.0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% - - 0.0% Sum of alignment per objective 2.8% 0.0% 0.0% 0.0% 0.0% 0.0% Total revenue 7.5% 220.0 2.8% 2.8% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.8% 37.3% CapEx 2025 Environmental objective of Taxonomy-aligned activities Economic activities Code Taxonomy-eligible KPI (proportion of Taxonomy-eligible CapEx) Taxonomy-aligned KPI (momentary value of CapEx) Taxonomy-aligned KPI (proportion of Taxonomy-aligned CapEx) Climate change mitigation Climate change adaption Water Circular economy Pollution Biodiversity Enabling activities Transitional activities Proportion of Taxonomy-aligned in Taxonomy-eligible % DKKm % % % % % % % E 1 T 2 % Transport by motorbikes, passenger cars and light commercial vehicles CCM 6.5 5.0% 0.0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% - - 0.0% Acquisition and Ownership of Buildings CCM 7.7 28.1% 0.0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% - - 0.0% Data processing, hosting and related activities CCM 8.1 3.5% 16.9 1.9% 1.9% 0.0% 0.0% 0.0% 0.0% 0.0% - T 53.9% Sum of alignment per objective 1.9% 0.0% 0.0% 0.0% 0.0% 0.0% Total CapEx 36.7% 16.9 1.9% 1.9% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 1.9% 5.1% OpEx 2025 Environmental objective of Taxonomy-aligned activities Economic activities Code Taxonomy-eligible KPI (proportion of Taxonomy-eligible OpEx) Taxonomy-aligned KPI (momentary value of OpEx) Taxonomy-aligned KPI (proportion of Taxonomy-aligned OpEx) Climate change mitigation Climate change adaption Water Circular economy Pollution Biodiversity Enabling activities Transitional activities Proportion of Taxonomy-aligned in Taxonomy-eligible % DKKm % % % % % % % E 1 T 2 % Transport by motorbikes, passenger cars and light commercial vehicles CCM 6.5 0.0% 0.0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% - - 0.0% Acquisition and Ownership of Buildings CCM 7.7 48.4% 0.0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% - - 0.0% Data processing, hosting and related activities CCM 8.1 47.4% 82.9 24.9% 24.9% 0.0% 0.0% 0.0% 0.0% 0.0% - T 52.6% Sum of alignment per objective 24.9% 0.0% 0.0% 0.0% 0.0% 0.0% Total OpEx 95.8% 82.9 24.9% 24.9% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 24.9% 26.0% 1 E where applicable 2 T where applicable 98 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment EUTR EU Taxonomy
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§ Accounting principles – revenue Eligible Eligible revenue consists of revenue associ- ated with Taxonomy-eligible activities. Climate change mitigation 8.1. Data processing, hosting, and related activities Revenue through data centre hosting. 8.2. Data-driven solutions for GHG emission reductions Revenue related to projects. Transition to a circular economy 4.1. Provision of IT/OT data-driven solutions Revenue related to projects. Revenue allocation has been performed by dissecting the delivery towards the client to locate the exact proportion of the revenue matching the activity description. Should the Taxonomy-eligible activity be part of a bigger performance obligation without a stand-alone performance obligation, the revenue is not reported as Taxonomy-eligible. § Accounting principles – CapEx Eligible Eligible CapEx consists of additions to tangi- ble assets of property, plant, and equipment (including additions to leased assets) and additions to intangible assets associated with Taxonomy-eligible activities. Climate change mitigation 6.5. Transport by motorbikes, passenger cars, and light commercial vehicles Additions to leased cars in the company car fleet in accordance with IFRS 16. 7.7. Acquisition and ownership of buildings Rental of offices in accordance with IFRS 16. 8.1. Data processing, hosting, and related activities Additions to hardware used in our data centre operations. Transition to a circular economy 4.1. Provision of IT/OT data-driven solutions Additions to intangible assets matching the activity description in accordance with IAS 38. Aligned Aligned revenue consists of revenue derived from data centre hosting and related activi- ties, where the operational process of the hosting activity complies with the technical screening criteria set out by the EU Taxonomy regulation. Due to the nature of cloud computing and hosting activities, an allocation key has been used to separate the Taxonomy-aligned reve- nue streams from the non-aligned. Electricity consumption for each colocation data centre has been used as an allocation key, as it pro- vides an accurate representation of the distri- bution between the locations. Aligned Aligned CapEx consists of additions to tangi- ble assets of property, plant, and equipment (including additions to leased assets) that comply with the technical screening criteria of the activity. Climate change mitigation 8.1. Data processing, hosting, and related activities Additions to hardware used in our data centre operations. Electricity consumption for hardware used in data centre operations for each colocation data centre has been used as an allocation key. For revenue data see note 3 in the financial statements Page 144 For CapEx/other tangible assets see note 19 in the financial statements Page 166 EU Taxonomy accounting principles EUTR 99 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment EUTR EU Taxonomy
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§ Accounting principles – OpEx Eligible The denominator for OpEx corresponding to the requirements set out by the EU Taxonomy legislation is comprised of the following direct costs: Research and development (R&D); building renovation measures; short-term leases; maintenance and repair, and other direct costs related to ensuring the day-to- day operations and servicing of assets of property, plant, and equipment (including leases), including services outsourced to a third party that are principally related to an asset and are necessary to ensure the contin- ued and effective functioning of such assets. Eligible Eligible Taxonomy OpEx consists of the rele- vant direct cost for the following Taxonomy activities. Climate change mitigation 8.1. Data processing, hosting, and related activities Direct costs that ensure the day-to-day operations of data processing and host- ing activities for operations owned by Netcompany. Included are direct costs that ensure that the data centre assets can perform their intended purposes. § Accounting principles – double counting Double counting has been avoided in the following ways: Revenue Each activity that generated Taxonomy- eligible or -aligned revenue has separate per- formance obligations. As a result, the threat of double counting is not present in the Taxonomy revenue reporting schedule. CapEx Activities incurring capitalised costs as either Taxonomy-eligible or -aligned do not generate the same types of costs. Climate change mitigation 6.5. Transport by motorbikes, passenger cars, and light commercial vehicles Additions to right-of-use assets in the form of leasing contract for cars (note 19). 7.7. Acquisition and ownership of buildings Additions to right-of-use assets in the form of office buildings (note 19). Aligned Aligned Taxonomy OpEx consists of the rele- vant Taxonomy-defined direct costs related to the proportion of the following activities that comply with the technical screening criteria. 8.1. Data processing, hosting, and related activities Direct costs that ensure the day-to-day operations of Netcompany data process- ing and hosting activities for operations owned by Netcompany. Included are direct costs that ensure that the assets can perform their intended purposes. Electricity consumption for hardware used in data centre operations for each data centre co-host location has been used as an allocation key. 8.1. Data processing, hosting, and related activities Additions to tangible assets classified as equipment (note 18). Transition to a circular economy 4.1. Provision of IT/OT data-driven solutions Additions to intangible assets classified as software (note 16). Based on the assessment above, the threat of double counting is not present in the Taxonomy CapEx schedule. OpEx Climate change mitigation 8.1. Data processing, hosting, and related activities Cost of service relates to Netcompany- owned and controlled data centres and hosting operations. Transition to a circular economy 4.1. Provision of IT/OT data-driven solutions Maintenance cost of service related to a capitalised intangible asset. The above Taxonomy OpEx does not share the same internal cost identification delivery and is not internally classified. EU Taxonomy accounting principles (continued)EUTR 100 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Environment EUTR EU Taxonomy
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Social Netcompany Updates, hosted several times a year, share business development news and highlight client projects. Read more in our S1 disclosure. S1 Own workforce 102 S4 Consumers and end-users 113 101 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Our employees are the core of our business. We are dedicated to supporting their personal and professional development while fostering an inclusive culture where every individual feels valued and supported. Our employees, as well as freelancers, and contractors, may be exposed to different individual impacts arising from our operations and the inherent characteristics of the IT service industry, as reflected in the IRO table. The challenges of the IT service industry may introduce poten- tial negative impacts. Our initiatives are there- fore designed to address these by supporting our entire workforce. Our workforce disclosure addresses material topics that significantly impact our workforce: work-life balance, gender equality with equal pay for equivalent roles, and privacy protection. Whilst not classified as material topics, we remain committed to advancing diversity and disability inclusion. We recognise these areas as fundamental to supporting underrepre- sented groups and creating an inclusive workplace for everyone. We invest in training and skills development to support employee growth and contribute to wider societal progress. Health and safety are key priorities, and we make ongoing efforts to maintain safe working environments across all operations, with robust measures in place to prevent discrimination and harassment. We also uphold human rights standards through- out our business practices. Own workforce S1 Own workforce 3S1 SBM Read more about our human rights commitment Page 125 Read more about our DMA process Page 71 These efforts reflect responsible employment practices and reinforce the importance of supporting our workforce for long-term busi- ness sustainability. Material topic Page S1 SBM-3 Own workforce 102 S1-1 Policies 103 S1-2 Engaging with our people 103 S1-3 Channels to raise concerns 104 S1-4 Actions 105 S1-5 Targets 106 eNPS-NC Employee engagement survey 106 S1-6 Gender distribution 107 Geographic distribution 107 Employment characteristics 108 Employee turnover 108 S1-7 Freelancers and contractors 108 S1-8 Collective bargaining and social dialogue 109 S1-9 Gender distribution in top management and management 109 Age distribution 110 S1-11 Social protection 110 S1-14 Health and safety 110 S1-NC Sickness 111 S1-15 Work-life balance 111 S1-16 Pay equity 111 Total annual remuneration 112 S1-17 Discrimination incidents reported and complaints filed 112 102 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S1 Own workforce
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Own workforce (continued)3S1 SBM Impacts, risks, and opportunities (IROs) Value chain Time horizon Upstream Own operations Downstream Short- term Medium- term Long- term Work-life balance There is a broader societal trend of employees facing challenges in maintaining a healthy work-life balance, which may be further accelerated during peak delivery periods in certain roles. Potential negative impact Gender equality and equal pay for work of equal value The underrepresentation of women in STEM, driven by societal norms, bias, and a lack of role models, poses a challenge in advancing gender equality and encouraging more women to enter the field and assume leadership roles. Potential negative impact Privacy Data breaches involving employees’ personal information can adversely affect their right to privacy and data protection. Potential negative impact The list of IROs depicts sustainability matters that, if not managed adequately, could result in harm to individuals (negative impacts). Our policies for managing IROs concerning our workforce outline our commitment to human rights and alignment with internation- ally recognised instruments, how we engage with our workforce, and our measures to rem- edy impacts. Read more about policy overview Page 72 various forms of discrimination and outline available employee resources and channels. These policies detail prevention, mitigation, and response processes for incidents, as described in our channels to raise concerns disclosure. Policies1S1 We value input from our employees and encourage them to freely express their views and insights with each other and our leader- ship. Through direct engagement channels, including surveys, events, and employee advocacy groups, we let the feedback guide our decisions and activities to address both actual and potential impacts on our people. Engaging with our people2S1 Engagement surveys The annual Social Survey and bi-yearly Engagement Survey are overseen by our COO and managed by Group HR. The Social Survey helps determine improvement areas and eval- uate the effectiveness of our actions to improve employee well-being and mitigate adverse experiences. The Engagement Survey gathers insights into employees’ views on work contribution and leadership. Our Policy Against Discrimination, Harass- ment, and Sexual Harassment, along with our Diversity, Equity, and Inclusion Policy, address Read more about channels to raise concerns Page 104 In addition to our policies, we maintain a management system for workplace accident prevention, ensuring employee safety and well-being. 103 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S1 Own workforce
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These surveys help determine mitigation approaches, measure engagement effective- ness, capture impact insights, address specific needs, support well-being, and guide initia- tives. Feedback is integrated into policy devel- opment where applicable, and confidentiality is ensured for all contributions. Additionally, the responses give HR leadership actionable insights, including from potential vulnerable groups, with demographic tracking across gender and age. Engagement events Our After Dark social events are hosted multi- ple times a year. Overseen by our COO they aim to foster direct engagement and build a sense of community among employees. These events are organised by After Dark Chairs and volunteers, with suggestions for activities coming from individual employees and Employee Resource Groups (ERGs). Our Netcompany updates are engagement events held multiple times a year and organ- ised by Group Marketing to enhance cross-departmental engagement and busi- ness awareness. The updates are led by the Executive Management and Country Managing Partners sharing business develop- ment updates, and project leads showcasing client projects. Our surveys assess the effectiveness of both After Dark social events and Netcompany updates. When applicable, feedback is con- sidered and integrated into policy, initiative development and decision-making, while we ensure confidentiality. Engagement groups ERGs support employees to advocate for their needs, strengthening inclusivity and rep- resentation. ERGs drive mitigation appro- aches and evaluate the effectiveness of social initiatives. Engagement frequency is decided locally to address country-specific needs. Overseen by the COO, these groups are supported by ERG leads and sponsored by an employee at the Partner level. Workers’ representatives provide vital employee-management communication through regular meetings, with frequency set locally, and overseen by local HR. They serve consultative, advisory, and endorsement functions based on the local context, deliver- ing insights that shape inclusive decision-making. Employee advocacy groups provide ongoing and informal feedback to ensure effective- ness and strengthen employee representa- tion, ensuring that their input is integrated into decision-making. We provide three channels for employees to raise concerns and seek remediation for neg- ative impacts. Employees experiencing dis- crimination or harassment are encouraged to seek support, while leadership must report witnessed or reported cases. Reports can be submitted directly to HR or through our confi- dential Whistleblower System. For privacy impacts, employees can use our IT depart- ment’s grievance mechanisms. Through onboarding and internal communica- tions, we inform all employees about griev- ance mechanisms, and our confidentiality and anti-retaliation measures protect all channel users. The Social Survey measures effectiveness and employee trust in HR griev- ance mechanisms and the Whistleblower System, while IT grievance mechanism effec- tiveness is assessed through training pro- grammes on data protection laws and privacy policies. Group HR ensures local compliance and access to appropriate channels, trade unions, and works councils in consultation with Group Legal. 3S1 Read more about the Whistleblower System Page 123 HR grievance mechanism Our HR grievance mechanism allows employ- ees to raise concerns directly to HR via the intranet, as described in local employee handbooks. HR manages resolution case-by- case with Group Legal involved when needed, tracking and monitoring all issues. IT grievance mechanism Our IT department offers grievance mecha- nisms for data and privacy issues via the intranet, as described in local employee handbooks, and security policies. Issues are tracked through an internal ticketing system, with regular audits and incident reports, when relevant in collaboration with Group Legal. The Data Protection Officer and IT support teams investigate concerns, implement cor- rective actions, and ensure policy compliance. Whistleblower System Our third-party Whistleblower System, oper- ated by an external law firm, allows confiden- tial reporting of serious offences with full ano- nymity. It is accessible via our public website and our intranet, as described in local employee handbooks and the Whistleblower Policy. Group Legal tracks issues with HR involvement when needed, addressing them case-by-case. Engaging with our people (continued) Channels to raise concerns2S1 104 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S1 Own workforce
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Our policies, procedures, and processes form the foundation for preventing negative impacts and promoting positive outcomes. Together, they enable us to identify and implement actions addressing workforce impacts. Through regular assessments and employee feedback via annual Social Survey, ERG dialogues, and formal HR channels, we ensure our efforts meet both business and employee needs and create a supportive, inclusive workplace. HR regularly manages and monitors these channels and ongoing actions. We aim to ensure that our practices do not cause or contribute to potential nega- tive impacts on our workforce as we continu- ously work to address and mitigate the identi- fied potential impacts as described in our key actions below. Work-life balance Initiatives promoting flexibility and well-being are implemented to ensure healthy work-life balance. Given the high complexity of many of our projects, periods requiring extra effort are inevitable. We maintain structures and support to balance these demands in a sus- tainable manner. Delivery methodology Our delivery methodology provides frame- works for responsible project planning, bal- ancing the quality of the delivery with employee time off and personal needs. Managers are trained to plan with people in mind, using regular check-ins to identify issues early. Mentor-mentee framework Each employee has a personal mentor – a dedicated manager responsible for their long- term development and well-being. Mentors provide consistent support through project transitions, ensuring continuity, trust, and stability. Leave planning guidance In 2025, a guide for managers and mentors was introduced, structuring conversations around leave planning, development goals, communication preferences, and reintegra- tion support to ensure effective coordination and continuity. Feedback Work-life balance is monitored through regu- lar surveys, including Social and Engagement Surveys. These insights inform and adapt our practices to meet emerging needs and con- tinuously improve employee support. Community “After Dark” initiative offers over 100 voluntary annual social events across locations – from Friday bars to sports clubs and workshops – helping employees connect outside work, collaborate, and support well-being. Gender equality and equal pay for work of equal value Gender equality is core to our operations. We embed fairness, transparency, and inclusivity across all people processes – from employer branding and talent attraction to performance management and development. Engaging the future workforce To counteract barriers such as societal norms, bias, and a lack of role models, employer branding activities focus on chal- lenging stereotypes, amplifying female voices, and showcasing women’s journeys through career portraits, media, events, and cam- paigns. The aim is to inspire more women to pursue tech careers, broaden our talent pipe- line, and contribute to a broader cultural shift. We prioritise diverse representation across all activities, including group-wide digital cam- paigns – our local actions include: Read more about our policies Page 72 Actions4S1 ■ BELUX Female employees are featured in global employer branding campaigns and host- ing talks and webinars aimed at students ■ DK Main partner for IT Camp for Young Women, expanding from Aalborg to Copenhagen ■ GR Partnerships with The Tipping Point and WELEAD, participation in the Gender Equality in Computing university Summit, support Sistech programmes empower- ing refugee women through digital skills ■ NL Participation in Women in STEM Conference, Girls’ Day, HerFuture Summit, and European Women in Tech ■ NO Support for GirlTech Fest with interactive workshops and talks ■ PL Engagement in Women in Tech Conference promoting female representation ■ UK Partnerships with GirlTech in Leeds, London, and Birmingham for hands-on tech experiences ■ VN Hosting panel discussions to promote inclusive practices in Southeast Asia 105 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S1 Own workforce
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Actions (continued)4S1 Hiring practices Ensuring fair hiring practices across recruit- ment, using structured interviews and involv- ing multiple assessors to provide a compre- hensive and objective evaluation. Our job advertisements emphasise merit-based recruitment and offer dedicated support for candidates requiring interview adjustments. Performance appraisals Standardised performance appraisal process evaluates all employees using structured cri- teria for competencies and role-relevant qual- ities. Bi-annual assessments provide develop- ment and promotion readiness feedback, with clear benchmarks ensuring fair progression and remuneration across all roles. Privacy We protect employee personal data through preventative and responsive measures to maintain trust, comply with legal obligations, and uphold privacy rights. Training and awareness All employees complete mandatory privacy and security awareness training during onboarding and at regular intervals. This ensures an understanding of personal data handling responsibilities and fosters a culture of privacy and accountability. Privacy by design Our HR systems follow privacy-by-design principles, using data minimisation and encryption. Employees can view and update their information through secure self-service portals, providing transparency and control over their data. Data access and control Access to sensitive employee information is controlled through role-based access rights in HR and IT systems. Regular audits review these rights to prevent unauthorised use or accidental data exposure. Policies and communication We maintain clear data privacy policies, ensuring personal information is not stored longer than necessary. Employees are informed about data collection and storage purposes and their rights, including access, correction, and erasure. We continuously evaluate our approach and monitor our progress on workforce-related matters through internal targets and ambi- tions, designed to effectively mitigate the potential impacts of our operations. These internal targets also serve as key metrics for measuring the effectiveness of our policies and actions. Our targets are kept under con- stant review as we strive towards develop- ment within each area in response to our company’s evolution and changes in the Targets5S1 external environment. This approach allows us to track year-on-year improvement through concrete data points reported across each disclosure, rather than setting fixed external targets. Progress is reported at man- agement and board level to ensure key stake- holders remain informed and can oversee continuous development. Our employee engagement survey is adminis- tered to quantify employee engagement using the Employee Net Promoter Score (eNPS), which is assessed on a scale of -100 to +100. NBS will be included from 2026, following full system integration. 2025 2024 eNPS +32 +22 Employee engagement surveyNCeNPS § Accounting principles The eNPS is calculated by subtracting the percentage of detractors from promoters. The survey excludes employees with a predeter- mined end date, new hires with less than one week of seniority, and most freelancers, except for most in managerial roles. The Group’s 2025 response rate was 78% (2024: 78%). 106 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S1 Own workforce
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Due to legal constraints and reporting obliga- tions to public institutions in certain countries, our reporting is limited to the two legal gen- ders, male and female, in alignment with cur- rent regulations. The total number of employ- ees disclosed as Full Time Employees (FTE), is stated in the financial statements, note 7. § Accounting principles Total employees (headcount) Netcompany Group’s total headcount aggregates employees across all countries, by the average over the reporting period. Gender distribution Netcompany Group’s gender distribution headcount aggregates employees legally recognised as female or male, by the aver- age over the reporting period. Number of own employees (headcount) by gender 2025 2024 Male 5,665 5,166 Female 2,277 1,942 Other 0 0 Not reported 0 0 Total employees 7,942 7,108 Read more about staff cost and remuneration (note 7) Page 150 Gender distribution6S1 § Accounting principles The employee headcount for each country is determined by the average number of employees working in that specific location over the reporting period. Number of own employees (headcount) by country 2025 2024 Belgium 342 329 Denmark 2,712 2,349 Greece 2,682 2,345 Luxembourg 129 127 The Netherlands 211 199 Norway 363 352 Poland 559 4781 The United Kingdom 584 569 Vietnam 351 287 Others 9 74 Total 7,942 7,108 1 Refinement to align with financial accounting principles; consequential corrections implemented, without material effect to previously reported figures. Geographic distribution6S1 107 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S1 Own workforce
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Employees maintaining permanent positions help attract and retain top talent, fostering a skilled and experienced team. This enables continuous investment in development, ensuring continuity and operational effectiveness. § Accounting principles Permanent employees Employees on permanent or fixed-term con- tracts, which comprise part of our salary costs, including student assistants and trainees. Temporary employees Employees with time-limited or project-based contracts, including interns, which comprise part of our salary costs. Non-guaranteed hours employees Employees without guaranteed minimum hours contracts, which comprise part of our salary costs. The figure for any given employment charac- teristic is determined by averaging the num- ber of employees who share that characteris- tic across all locations throughout the reporting period. Employment characteristic 2025 2024 Number of headcounts Female Male Other Not disclosed Total Female Male Other Not disclosed Total Employees 2,277 5,665 0 0 7,942 1,942 5,166 0 0 7,108 Permanent employees 2,277 5,665 0 0 7,942 1,942 5,166 0 0 7,108 Temporary employees 0 0 0 0 0 0 0 0 0 0 Non-guaranteed hours employees 0 0 0 0 0 0 0 0 0 0 Employment characteristics6S1 § Accounting principles The employee turnover rate is the percentage of employee departures, while the number of employee departures is the total number of employee departures. Employee turnover 2025 2024 Employee turnover rate 18.9% 20.0% Number of employee departures 1,501 1,424 Freelancers and contractors (headcount) 2025 2024 Number of freelancers and contractors 1,391 1,026 Calculated by aggregating employee depar- tures and dividing by the total average head- count over the reporting period. Freelancers and contractors are non- employees predominantly used in Greece, Luxembourg, and Poland contributing to Netcompany Group on independent contrac- tual agreements and excluded from salary costs. § Accounting principles The total headcount for freelancers and con- tractors is the average number of these indi- viduals employed across all locations over the reporting period. Employee turnover Freelancers and contractors 6S1 7S1 108 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S1 Own workforce
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Within the European Economic Area (EEA), we have sixteen collective bargaining agree- ments, shown in the table only for entities with over 50 employees and representing at least 10% of the workforce in accordance with the ESRS. We do not have representation agreements with the European Works Coun- cil, Societas Europaea Works Council, or Soci- etas Cooperativa Europaea Works Council. Collective bargaining 2025 2024 Total percentage of collective bargaining coverage 38.4% 38.1% Coverage rate (for countries with >50 employees representing >10% of total employees) Collective bargaining agreement Social dialogue Employees – EEA coverage rate Employees – Non-EEA coverage rate Workplace representation 2025 2024 2025 2024 2025 2024 0-19% Denmark Denmark 20-39% 40-59% 60-79% 80-100% Greece Greece Denmark, Greece Denmark, Greece Collective bargaining and social dialogue 8S1 § Accounting principles Collective bargaining Collective bargaining coverage is the propor- tion of employees covered by collective bar- gaining agreements relative to the total employee headcount. Workers’ representatives Elected representatives of the employees in specific locations. Coverage is the ratio of represented employees relative to the total employee headcount in EEA countries. Number of employees in Top Management Headcount 2025 Share 2025 Headcount 2024 Share 2024 Male 286 84.7% 257 84.4% Female 52 15.3% 48 15.6% Total employees 338 100% 305 100% § Accounting principles Top management Includes Partners and Principals, one and two levels below Executive Management depend- ing on local organisational structure. Gender distribution of top management is calculated by dividing the headcount of each gender (women and men separately) by the total headcount of top management, averaged over the reporting period. Management Includes Partners, Principals and Managers, one, two, and three levels below Executive Management. Gender distribution of manage- ment is calculated by dividing the headcount of each gender (women and men separately) by the total headcount of management, aver- aged over the reporting period. 1 2024 Management figures have been restated following enhanced data capture methodologies in 2025, affecting total headcount and gender distribution: Number of employees in Management Headcount 2025 Share 2025 Headcount 2024 Share 2024 Male 1,455 76.7% 1,354 1 78.0% 1 Female 443 23.3% 382 1 22.0% 1 Total employees 1,898 100% 1,735 1 100% Gender distribution in top management and management 9S1 Previous Changed Variance % Male (headcount) 1,039 1,354 30,32% Male (share) 81.1% 78% -3.1pp Female (headcount) 242 382 57.85% Female (share) 18.9% 22% 3.1pp Total 1,281 1,735 35.44% 109 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S1 Own workforce
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We safeguard all our employees from income loss due to major life-changing events such as sickness, unemployment, employment injury, parental leave, and retirement, as out- lined in employee handbooks and contracts. Social protection11S1 Age distribution of employees in headcount 2025 2024 <30 3,041 2,774 ≥30;<50 3,995 3,647 ≥50 906 687 Total 7,942 7,108 § Accounting principles Age distribution is calculated by averaging headcounts of employees over the reporting period in the following categories: employees under thirty (<30), employees between thirty and fifty (≥30;<50), and employees above fifty (≥50). Age distribution9S1 The nature of our work imposes minimal physical strain, resulting in few work-related injuries, without significant trends. § Accounting principles Number of work-related accidents Total number of accidents recorded for our workforce in local health and safety systems during the reporting period. Rate of recordable work-related accidents Represented by the number of cases per one million hours worked. Calculated by dividing the registered cases by the average total working hours and multiplying by one million. Number of days lost Total days lost from the first full day of absence until the last full day of absence, including weekends and holidays. Number of fatalities Registered fatalities from work-related injuries or ill health across the Group and for on-site workers. Health and safety 2025 2024 Percentage of employees covered by health and safety management system 100% 100% Percentage of freelancers and contractors covered by health and safety management system provided by Netcompany 0% 0% Number of work-related accidents 18 17 Rate of recordable work-related accidents 1.3 1.2 Number of days lost due to work-related injuries from work-related accidents 54 28 Number of fatalities as a result of work-related injuries/ill health 0 0 Health and safety14S1 110 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S1 Own workforce
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Our sickness metric follows historic practices and complements CSRD requirements by reporting on all sickness cases that occurred within the reporting period, without distin- guishing between work-related and non- work-related cases. § Accounting principles Sickness absence is calculated by dividing total sickness hours by aggregated working hours within the reporting period, excluding freelancers and contractors. Sickness 2025 2024 Rate 3.2% 3.0% SicknessNCS1 All employees are entitled to take family-re- lated leave in accordance with employment terms and conditions, as set out in contracts and employee handbooks. Work-life balance15S1 The gender pay gap reflects historical sector factors in the IT industry, where more men pursue STEM education and make up the majority of the talent pool, which is evident in our leadership levels and throughout the organisation. Many of our diversity initiatives aim to balance gender representation in lead- ership and throughout the organisation and achieve pay equity for equal qualifications and jobs. Although we practice equal pay for equal work, the overall figures are affected by the gender imbalance in the sector. Without these sector-specific circumstances, our gender pay data reflects equality. The gender pay gap decreased in 2025, driven by workforce composition in Netcompany Banking Services and an insig- nificant effect from share programmes, com- pared to 2024. § Accounting principles The gender pay ratio is calculated by sub- tracting the average gross hourly pay for females from males, dividing by the male average, and multiplying by 100, using all employees’ gross hourly pay, including taxa- ble elements and pensions contribution. Gender pay equity 2025 2024 Percentage difference in average pay 15.6% 21.1% Pay equity16S1 111 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S1 Own workforce
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We address all discrimination incidents and complaints through formal, confidential chan- nels, recognising their sensitive nature, and provide secure grievance mechanisms to support secure reporting. No fines or penalties were recorded in 2025 related to incidents and complaints of dis- crimination or severe human rights incidents. We remain dedicated to ensuring compliance with regulations and upholding the integrity of our business practices. The pay ratio, which compares the total annual remuneration of the highest-earning employee to that of the median employee, decreased in 2025. This was driven by reduced effects from share programmes, compared to 2024. § Accounting principles The total remuneration ratio is calculated by dividing the highest-earning employee’s annual salary by the median annual salary of Netcompany Group employees, excluding the highest earner. Annual salary includes taxable income and pension contributions. A list of monthly gross salaries is used to find the median. Total annual remuneration 2025 2024 Ratio 1:36 1:65 Discrimination incidents reported and complaints filed 2025 2024 Discrimination incidents reported 12 12 Complaints filed 16 13 National Contact Point reports 0 0 Fines, penalties and compensation – relating to incidents and complaints 0 0 Number of severe human rights incidents 0 0 Cases of non-respect of UNGP/OECD frameworks 0 0 Fines, penalties and compensation – relating to severe human rights incidents 0 0 Read more about channels to raise concerns Page 104 Read more about our human rights commitment Page 125 Total annual remuneration Discrimination incidents reported and complaints filed 16S1 17S1 112 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S1 Own workforce
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Material topic Page S4 SBM-3 Consumers and end-users 113 S4-1 Policies 114 S4-2 Engaging with consumers and end-users 115 S4-3 Channels to raise concerns 116 S4-4 Actions 116 S4-5 Targets 117 Consumers and end-users S4 Consumers and end-users3S4 SBM Our solutions connect with a wide range of individuals. They enable interactions for con- sumers (citizens), who benefit from more effi- cient digital engagement with governments and businesses. Our solutions are also used by end-users – the employees of our client organisations – who rely on the systems we develop to perform their daily work. In all cases, we are committed to handling per- sonal data responsibly and delivering positive outcomes. The solutions we deliver may have significant positive impacts for users and reach a broad demography of individuals, ranging from the elderly to children. Such solutions usually require close attention to data protection and non-discrimination rights, particularly regard- ing accessibility for individuals. While acces- sibility challenges can impact all citizens and end-users, they disproportionately affect those with disabilities, such as visual, audi- tory, or motor impairment, and can more broadly impact people with limited digital lit- eracy. We collaborate with clients to address potential impacts, especially on accessibility, using the WCAG 2.1 guidelines as our frame- work. We provide guidance, but the client ulti- mately decides which options to implement. In rare instances where we are both the data processor and controller, such as with mit.dk, we apply the same quality framework and extended controls. Our policies and practices regarding IT secu- rity, data privacy and business ethics govern how we protect sensitive information. Occasionally, unplanned downtime may impact the technical availability of our clients’ products and services. Under ESRS terminol- ogy, this loss of availability is considered an accessibility issue. As part of our approach to service continuity and reliability, we apply established methodologies and security standards to minimise incidents and support timely resolution. Our digital solutions enhance citizens’ access to quality information, products, and services, including those of critical importance, this is a recognition of the opportunities inherent in our business. We play an important role by enabling access to resources that support individuals and communities in their daily liv- ing and well-being. 113 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S4 Consumers and end-users
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Impacts, risks, and opportunities (IROs) Value chain Time horizon Upstream Own operations Downstream Short- term Medium- term Long- term Privacy A data breach in a Netcompany-supported project or client system can compromise the privacy of individual consumers or end-users, including children. Potential negative impact Privacy A data breach in a Netcompany-supported project or client system may result in legal liabilities and remediation costs for us. Risk Access to information, products, and services We positively impact consumers by providing digital solutions that enhance access to quality information, essential products, and services from national, public, and financial institutions. Potential positive impact Access to information, products, and services We create business opportunities by digitalising national and international channels, improving access to information, products, and services. Opportunity Access to products and services Unplanned downtime may impact the technical availability of systems, affecting consumers’ access to quality information. Potential negative impact Non-discrimination Increasing digitalisation present the potential to exacerbate the digital divide, which could disadvantage certain populations across Europe. Potential negative impact The list of IROs depict sustainability matters that, if not managed adequately, could result in adversities to consumers or end-users (negative impacts), and potential positive financial effects (opportunities). Consumers and end-users (continued)3S4 SBM Our policies for managing IROs concerning consumers and end-users outline our pro- cesses to identify, assess, and manage impacts and risks. These policies reflect our commitment to human rights and alignment with internationally recognised instruments, considering the potential impacts of our downstream business activities on individuals. Read more about policy overview Page 72 Our work is governed by a robust framework of policies, procedures, and methodologies designed to ensure excellence across our solutions. Key areas of focus include: ■ Data Protection & Security: We embed security and data protection by design into every stage of development using a com- prehensive set of guidelines, tools, and templates. ■ Quality & Usability: Our methods ensure our solutions are high-quality, intuitive, and user-friendly. ■ Accessibility: We are committed to making our solutions accessible, ensuring they can be used by the widest possible audience, including people with disabilities. ■ System Resilience: We have established procedures for the effective management and rapid resolution of system downtime or failures. All relevant employees receive ongoing train- ing in these methods to guarantee consistent and secure delivery of complex IT services. Policies1S4 114 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S4 Consumers and end-users
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We operate as service providers across multi- ple communities within Europe, delivering solutions that positively impact daily life. Our services support modern, efficient, and trans- parent administration for both public sector organisations and private businesses. For public sector clients, we develop systems across healthcare, social services, justice, infrastructure, and governance, including citi- zen portals, benefit platforms, e-court sys- tems, transportation applications, and cus- toms and taxation services. Our private sector solutions encompass e-commerce platforms, billing systems, case management, CRM, and enterprise risk man- agement for businesses and trade unions. Our clients solutions impact citizens at every stage of life, from birth registration and edu- cation systems through to healthcare ser- vices and pension payments, fundamentally shaping how society interacts with essential services. We engage with clients through dia- logue to address impacts on consumers and end-users, as outlined in our social impacts. Accessibility, non-discrimination and quality assurance Our solutions undergo quality assurance at well-defined milestones that align with the cli- ent’s expectations, requirements, and specifi- cations. We ensure quality through design, build, early and continuous testing, stable production and review of all deliverables. During the test phase, we seek to involve consumers and end-users to ensure accessi- bility if needed. We advise our clients to invite relevant consumers and end-users to partici- pate in the design and testing of the solution prior to its launch. This is particularly relevant to public solutions that must be accessible to the broad population. The project team, led by the project manager, assesses inputs from consumers and end-users and makes neces- sary adjustments to the solution if approved by the customer. After the project launch, we collaborate with the clients and advise them on addressing issues that may arise through consumer and end-user reports. When we are both the data processor and controller, such as with mit.dk, we apply the same strict qual- ity framework. This means that each solution undergoes standard quality assurance and testing, relevant stakeholders are engaged, and WCAG 2.1 guidelines are applied. Data breach or cyber incidents (involving personal data) Data breaches and cyber incidents necessi- tate immediate action to stop and contain the breach. If we identify a breach, we notify our clients, who subsequently reach out to the implicated users. Depending on the circum- stances, we may engage with the relevant local authorities and affected individuals. If the data breach or cyber incident entails a personal data breach that poses a risk to the affected individuals, we promptly inform the client, who then reports the incident to the relevant local authority and the affected indi- viduals. Citizens can contact our clients to invoke their personal data rights. We will assist our customers as defined by our data processing agreement with the client, or han- dle the potential leak directly with the end- user, depending on which solution is affected. When we are both the data processor and controller, such as with mit.dk, citizens can contact us directly to exercise their rights related to personal data. Engaging with consumers and end-users2S4 Access to products and services For all solutions we host, we have a robust incident response protocol to manage and mitigate any service disruptions. In the event of a system failure or downtime, our team acts immediately to resolve the issue. The designated Netcompany representative main- tains direct communication with the client, providing continuous updates until normal operations are fully restored. After resolving any material incident, we con- duct a thorough root cause analysis. The resulting insights are used to implement pre- ventative measures, continuously improving our methodologies, procedures, and training. 115 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S4 Consumers and end-users
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Consumers or end-users affected by negative impacts may report incidents through our cli- ents, which are handled on a case-by-case basis. Although we do not require such ser- vice from our clients, consumers and end- users can often contact their service desk to raise concerns. 3S4 Channels to raise concerns Access to information, products and services The European Union envisions a digitally sovereign Europe, empowering people and businesses through digital transformation. This digitalisation presents opportunities for Netcompany to build solutions for consum- ers and end-users that enhance everyday lives and businesses. Our strategy leverages industry expertise to deliver superior value to our clients, offering reusable products and platforms across verticals with client- driven customisation to meet the needs of consumers and end-users. Actions4S4 When we are both the data processor and controller, such as with mit.dk, affected con- sumers and end-users may contact us through email to raise concerns. The issues are then escalated to the relevant project team and management for further review and resolution. We maintain robust processes for accessibil- ity, quality assurance, and security training. This helps us prevent issues, mitigate risks, and deliver reliable solutions for our clients, end-users and their consumers. All actions operate on a continuous basis, with effectiveness tracked through employee training metrics and stakeholder management in collaboration with clients. Accessibility and quality assurance Accessibility To serve all consumers and end-users effec- tively, we must meet clients’ accessibility requirements, ensuring our solutions work for people with disabilities as well as those with limited digital skills. Our methodology and quality management processes mitigate accessibility risks, with regular updates based on feedback from quality audits. Quality assurance All projects above a certain financial limit or with significant public interest undergo man- datory internal audits for governance, design, test, and security. Other projects are audited by request. The purpose is to ensure high quality in project delivery and throughout the lifetime of the solution in production. The pro- ject team initially reviews deliverables and are then audited by experts appointed by the Group Quality Manager. These audits also help prevent negative impacts and support positive outcomes. We conduct quality control of deliverables, ensuring effective application of Netcompany’s methodology to meet the cli- ent’s expectations. The quality assurance process aims to learn from projects and con- tinuously improve methods. In security audits, controls are validated and reviewed, and any audit observations are subsequently implemented. Read more about our strategy Page 12 116 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S4 Consumers and end-users
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Actions (continued)4S4 Data breaches or cyber incidents (involving personal data) Ensuring access to products and services Regular phishing email simulation train employees to recognise and report threats. Successful detection is acknowledged; fail- ures are used as learning opportunities. Employee training in secure login practices To prevent cyberattacks involving deceptive websites and fake login interfaces, we man- date Security Awareness Training on secure login practices for all employees. This initia- tive, part of the Netcompany Academy, underscores our commitment to strengthen- ing cybersecurity and safeguarding sensitive information. Our policies, procedures, and processes guide all actions to prevent, mitigate, or reme- diate negative material impacts and deter- mine the necessary responses. Employee training in Netcompany’s methodology Employees receive regular training in Netcompany’s methodology, combining hands-on project experience and mandatory Netcompany Academy sessions to build theo- retical knowledge. Accessible procedures, guidelines, and continuous training ensure employees understand mitigation and reme- diation processes for negative impacts. Data protection and security are fundamental to our operations. To mitigate the risk of per- sonal data breaches, we rely on our security policies and proven methodology, and contin- uous training. Our adherence to these high standards is validated by our ISO 27001 certification. Our integrated procedures and systems involve designated roles across our organisa- tion, dedicating time and resources to training colleagues and clients, quality review of deliv- erables and issue mitigation. These activities represent a substantial investment of person- nel time, even if they do not require significant capital expenditure. Ensuring availability to products and services Quality audits identify and correct potential solution defects, whilst our Contingency Plan ensures immediate action to restore services and return to normal operations. Targets5S4 We have not identified any material targets relevant for disclosure. Our established pro- cesses are embedded within the functions that have day-to-day responsibility for ensur- ing adherence to our policies. Consumer and end-user topics are handled through estab- lished security processes and controls that are certified according to ISO 27001. Recorded impacts Procedures, training, and quality assurance processes, prevent negative impacts on consumers or end-users. In 2025, we recorded 0 severe human rights issues or incidents connected to consumers and end-users. We recorded 0 cases of non-respect of the UN Guiding Principles on Business and Human Rights, ILO Declaration on Fundamental Principles and Rights at Work or OECD Guidelines for Multinational Enterprises that involve consumers and end-users in our downstream value chain. 117 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Social S4 Consumers and end-users
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Governance G1 Business conduct 119 SDD Sustainability due diligence 124 118 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Material topic Page G1 IRO-1 Business conduct 119 G1-1 Policies and corporate culture 120 G1-2 Supplier relationship management 121 G1-3 Anti-bribery and anti-corruption 122 G1-4 Corruption incidents 122 G1-NC Whistleblower reports 123 G1-6 Payments practices 123 Business conduct G1 Business conduct1G1 IRO Responsible business conduct is essential to our business and is expected in the interna- tional markets and segments in which we operate. Compliance with relevant legislation and international guidelines on ethical busi- ness conduct is a priority both because of the potential legal and, in turn, economic conse- quences of non-compliance, and also because of its effects on our ability to reach our goals. The fostering of a corporate culture which aims to protect employees and other stakeholders against potential human rights impacts, prevent incidents of corruption, and protect whistleblowers who report on these or any other issues is not only strictly neces- sary from a legal perspective and in terms of maintaining a license-to-operate, but also vital to our internal social strategy and com- mercial goals. As an established international actor with increasing influence and bargaining power, responsible payment practices are also a key component of the standard for business practice, to which we are expected to adhere. The identification of IROs within the Governance standard is carried out on the basis of analysis of our key markets, taking into account how we approach these and col- laborate with our clients. We utilise open- source risk databases combined with the insights from Group Legal and Group Finance. The assessment rests on initial engagement with relevant internal stakeholders from his- toric DMAs. In addition, both hard and soft law, such as the Danish Recommendations on Corporate Governance, the EU Whistleblower Directive, the UK Bribery Act, the Foreign Corrupt Practices Act, current and upcoming EU anti-corruption legislation and the OECD Guidelines on Multinational Enterprises, etc., were considered and assessed as part of our DMA. 119 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Governance G1 Business conduct
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Business conduct (continued) Policies and corporate culture1G1 IRO 1G1 Our Code of Conduct We have devised and adopted a number of policies which aim to foster a corporate culture of responsible business conduct throughout our organisation. Our Code of Conduct (CoC), which prescribes compliance with applicable legislation, describes the ethi- cal standards and values we are committed to upholding. The consolidated nature of the CoC reflects our approach to achieving effec- tive embedding of policies, namely concise- ness, transparency, and accessibility. Our policies, including our CoC, aim to align- with ethical standards of internationally rec- ognised guidelines and conventions such as the OECD Guidelines for Multinational Enter- prises, UN Guiding Principles on Business and Human Rights and the Universal Declaration of Human Rights, ILO Conventions, as well as local legislation when applicable. Our main policies are made publicly available and all relevant policies are communicated to our workforce through appropriate training. The CoC is communicated to parties in relevant business relationships with the aim of raising awareness, setting expectations, and creating leverage in terms of upholding sustainability standards. The Executive Management and the Board of Directors annually review and amend, when necessary, our main policies, including the CoC. All Group-level policies are anchored within Netcompany Group A/S and applied throughout the company to ensure the high- est possible level of alignment. Reporting violations and whistleblowing Anyone who becomes aware of potential or actual violations of the law, or CoC or other policies, is encouraged to report this through one of various channels available including raising the issue to a project or department manager or addressing the concern to Group Legal. Our Whistleblower System can be used to report violations of EU law within the scope of application of the Whistleblower Directive, as well as reports otherwise regarding serious offences. In compliance with the legal requirements that Netcompany is subject to under national law transposing the EU Whistleblower Protection Directive, the protection of whistle- blowers is ensured through the independent and autonomous nature of our Whistleblower System available to our employees as well as relevant external stakeholders. The purpose Read more about our policies Page 72 Impacts, risks, and opportunities (IROs) Value chain Time horizon Upstream Own operations Downstream Short- term Medium- term Long- term Corporate Culture Opportunities associated with the potential positive impact of a good corporate culture in terms of the positive financial effects on Netcompany from increased productivity from higher morale. Opportunity Protection of whistleblowers Potential negative impact on whistleblowers from failure to adequately protect them, including against retaliation. Potential negative impact Payment practices Failure to follow best payment practice could potentially lead to an impact on people e.g., the unfair treatment of SMEs through late payments. Potential negative impact Corruption and bribery Risk of potential financial effects on Netcompany from legal and regulatory costs including fines, penalties, and legal fees, operational shutdown from losing license-to-operate and reputational damage leading to loss of current and future contracts, especially public contracts. Risk The list of IROs depicts sustainability matters that, if not managed adequately, could result in adversities to people (potential negative impact) or the business (risk). 120 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Governance G1 Business conduct
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of the Whistleblower System is to enable the identification and investigation of unlawful behaviour through a channel which allows for full anonymity and objective investigation by our external lawyers and General Counsel, who are trained in managing reports accord- ing to applicable guidelines and legislation. Training and information about the Whistleblower System is provided to all employees through CoC training. A detailed description of our Whistleblower System can be found in the Whistleblower Policy and the Whistleblower Procedure. Code of Conduct training All new employees receive CoC training as part of their onboarding in Netcompany cov- ering the topics set out in our CoC, including anti-bribery and anti-corruption, equity, diver- sity, and inclusion, environment, and data eth- ics. Employees are also informed about the channels available for reporting complaints or incidents, e.g., the Whistleblower System, and where and how the policy is made available. Anti-bribery and anti-corruption, which is part of this CoC training, is thereby completed by all (100%) functions-at-risk which have been deemed to include Executive Management and employees at the Principal and Partner level. Furthermore, our General Counsel con- ducts an in-person training session for the Executive Management members annually in connection with the meeting of the Board of Directors at which they discuss risks in detail. Policies and corporate culture (continued)1G1 Supplier relationship management2G1 We are committed to fair and ethical supplier management and, as part of our ongoing efforts, continue to strengthen Group Procurement processes to embed responsi- ble procurement practices. Payment practices Our procurement processes rely on a stand- ard practice of adhering to the specific pay- ment terms agreed with each individual sup- plier. Although we treat all suppliers equally in this way, we recognise the importance of ensuring the prevention of delayed payments to small and medium-sized enterprises (SME) in particular by encouraging open communi- cation and transparency around payment practices. Sustainability procurement process The selection of new suppliers includes con- sideration of whether certain sustainability criteria devised by the Sustainability and Procurement teams, with input from relevant business departments in Netcompany, are met. This includes obtaining adequate infor- mation to verify responsible business conduct and enable an assessment of whether any negative impacts or risks exist within the operational boundaries of the supplier. Where relevant, this includes whether proper actions to minimise potential negative impacts have been initiated. Read more about sustainability due diligence Page 124 Our CoC is communicated to new suppliers to raise awareness of the ethical standards we expect from our business relationships. Observance of and adherence to the CoC is inserted as a term of contracts as often as reasonably possible to build sustainability expectations into business relationships and to create leverage for use in connection with potential mitigation or remediation should impacts be identified and action be required at a later stage. In 2026, we will implement a revised practice where we incorporate our new Supplier Code of Conduct, building on and enhancing our existing practice to better mitigate risks, and address potential and any actual value chain impacts. 121 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Governance G1 Business conduct
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At Netcompany, we actively work to prevent corruption and bribery and encourage trans- parency in all undertakings, which is why we adopted an Anti-Bribery and Anti-Corruption Policy in 2018. This policy complements our CoC by ensuring a high ethical standard and compliance with relevant laws and provides clear guidelines on offering and receiving gifts and hospitality to ensure these acts do not serve as attempts to improperly influence decisions, For the prevention of bribery and corruption within our own operations, we have imple- mented organisational procedures to maintain oversight over company expenses. An integral part of these procedures is our approval sys- tem, whereby every gesture, be it in the form of gifts, meals, or any other form of hospital- ity, if offered or received, necessitates approval from a designated superior. This not only ensures that every transaction aligns with our principles but also aids in cre- ating an environment of accountability and transparency. Furthermore, our sustainability due diligence processes involve the identifi- cation of impacts and risks of corruption and bribery. Any allegations or incidents indicating potential violations of our Anti-Bribery and Anti- Corruption Policy, as well as any actions sub- ject to anti-corruption and anti-bribery laws, will be promptly investigated by Group Legal if reported internally. If reported through our Whistleblowing System, such reports will be investigated in accordance with our procedure for such whistleblower reports. If a violation is confirmed, it is promptly addressed, and corrective measures are taken. Furthermore, all outcomes, findings, and decisions relating to an investigation are reported to the relevant individual or depart- ment within the management, and to the Board of Directors. Incidents of corruption and bribery identified within the value chain are reported to the Audit Committee in accordance with quarterly inter- nal sustainability reporting. Read more on sustainability matters addressed by management Page 65 Read more about sustainability due diligence Page 124 Anti-bribery and anti-corruption3G1 Corruption incidents4G1 Corruption and bribery incidents 2025 2024 Number of convictions for violation of anti-corruption and anti-bribery laws 0 0 Fines for violation of anti-corruption and anti-bribery laws (DKK) 0 0 Corruption and bribery incidents We have not had any incidents, convictions, or fines for violation of anti-corruption and anti-bribery laws, or any breaches of proce- dures and standards in relation to anti-bribery and anti-corruption during 2025. Furthermore, Netcompany has not been subject to any legal proceedings regarding corruption or bribery brought against us or our employees, nor have we identified any actual impacts or incidents of corruption and bribery to which we are directly linked through a business rela- tionship in our value chain. § Accounting principles Convictions for violations of anti-corruption and anti-bribery laws Conviction of a Group entity by a court of law, determined during the financial year. Fines for violations of anti-corruption and anti-bribery laws Fines for a Group entity, determined by a court of law during the financial year. 122 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Governance G1 Business conduct
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Whistleblower reportsNCG1 Whistleblower reports 2025 2024 Number of reports made through the Whistleblower System 8 16 Number of reports in scope of the Whistleblower System 6 6 In 2025, 8 reports were submitted via the Whistleblower System. 6 of the reports were assessed to be in scope of our Whistleblower Policy and Whistleblower Procedure by our external law firm. All reports have been con- cluded. None of the reports concerned cor- ruption or bribery. § Accounting principles The number of reports received through the Whistleblower System during the year is based on information and confirmation by our external law firm at the end of the year. The number of reports within the scope of the Whistleblower System is the number out of total whistleblower reports received which are in scope of the Whistleblower System, i.e., within the limitations of who and what is reportable. On average, payments are made 3.6 days after the contractual due date. 70.6% of pay- ments are made in accordance with agreed and negotiated payment terms. This represents a reduction compared to last year, resulting from the optimisation of inter- nal processes and controls. Suppliers within the public sector frequently operate under direct debit arrangements, under which the supplier determines the transaction date. As a consequence, the transaction date may not correspond with the due date stated on the invoice, resulting in payments being recorded as overdue within our systems. Payment timelines are, in some cases, impacted by prolonged supplier nego- tiations or delayed receipt of invoices. Payment practices 2025 2024 Average days for payment to suppliers after due date 3.6 12.5 Percentage of payments aligned with agreed terms 70.6% 56.0% We have not been involved in any legal pro- ceedings related to late payments. § Accounting principles The average number of days for payments to suppliers is calculated by determining the dif- ference between the due dates and the pay- ment dates for all invoices paid within the year. The calculation is performed by using a weighted average for the entire Group. Payment practices6G1 Read more about our Whistleblower Policy netcompany.com/whistleblower/ 123 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Governance G1 Business conduct
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Material topic Page SDD Sustainability due diligence 124 Sustainability due diligence SDD Sustainability due diligenceNCSDD We maintain a sustainability due diligence framework (SDD) based on OECD Guidelines to assess potential adverse impacts on peo- ple and the environment across our opera- tions and value chain. We also benefit from identifying and monitoring potential risks relating to our business. Our risk-based approach is proportionate to potential impacts and risks and tailored to our operational context. The diagram on the fol- lowing page shows our processes and align- ment against the six OECD due diligence steps. Our global value chain includes regions with potential human rights, corruption, and envi- ronmental risks. We therefore engage in a focused manner with the most relevant value chain business partners in connection with our due diligence processes. The framework supports our compliance with EU Taxonomy Regulation Article 18 on ensur- ing minimum safeguards and follows the OECD Guidelines for Multinational Enterprises and the UN Principles on Business and Human Rights. Our process also supports our efforts to efficiently identify potential IROs as part of our DMA. Read more on EU Taxonomy Page 95 Sustainability due diligence governance Our SDD process operates under Executive Management responsibility and Audit Committee supervision and is implemented by Group Finance, in collaboration with Group Legal and Group Procurement. 124 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Governance SDD Sustainability due diligence
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Embed responsible business conduct into policies and management systems ■ Code of Conduct ■ Supplier Code of Conduct ■ Management systems ■ Engagement channels ■ Grievance mechanism Identify and assess adverse impacts in operations, supply chain and business relations ■ Scoping Responsible Business Conduct (RBC) impacts ■ Impact assessment Cease, prevent or mitigate adverse impacts ■ Internal reporting of findings ■ Engagement, leverage, and control ■ Risk management implementation ■ Follow-up Track implementation and results ■ Annual internal review of sustainability due diligence process ■ Annual third-party assurance ■ Employee survey Communicate how impacts are addressed ■ Annual report Provide for or cooperate in remediation when appropriate ■ Engage with impacted individuals or representatives ■ Enable remediation proportionate to the significance and scale of the adverse impact 1 3 2 6 4 5 Sustainability due diligence (continued)NCSDD Our sustainability due diligence process is overseen by Executive Management and driven by Group Finance, ensuring alignment with international regulations and best practices. ResponsibilitiesRoles Overall decision making Implementation of standards and requirements Accountable for SDD framework processes and advisory Executive Management Human Resources and Procurement Finance and Legal Sustainability due diligence framework Sustainability due diligence governance Human rights commitments Our human rights commitments apply across our operations and value chain, aligned with the International Bill of Human Rights, OECD Guidelines, UN Guiding Principles, UN Declaration of Human Rights, Convention on the Rights of the Child, UK Modern Slavery Act, ILO Conventions, and applicable local laws. Our commitments are outlined in our Code of Conduct and Supplier Code of Conduct and address personal conduct, workplace safety, conflicts of interest, confidential information, data privacy, discrimination and harassment, modern slavery, freedom of association and collective bargaining, and the prevention of corruption, bribery, fraud, insider trading, taxation, and environmental harm. Read more on our Code of Conduct Page 72 125 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Governance SDD Sustainability due diligence
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1 Policies Our Code of Conduct and upcoming Supplier Code of Conduct, implemented during 2026, are reviewed annually and the Code of Conduct is introduced to new employees on a designated Code of Conduct Day. We engage with stakeholders, including expert advisors and employees, to ensure effective human rights, environmental man- agement, and good business conduct. Employee Resource Groups (ERGs) and social surveys may inform policy formation, such as our Employee Privacy Policy, Diversity, Equity, and Inclusion Policy, Health and Safety Policy, and our Discrimination, Harassment, and Sexual Harassment Policy, ensuring our employees, contribute to our approach. Read more on our Employee engagement Page 103 Read more on our Policy section Page 72 Formal channels such as the Whistleblower System, Group HR cases, Group IT services cases, and the procurement proces, likewise provide input for policy formation, such as our Security Policy, Bribery and Corruption Policy, Supplier Sustainability Due Diligence Policy. Quality management Policy, and Security Policy. 2 Impact identification and assessment Our SDD identifies, assesses, and manages human rights, corruption, and environmental impacts and risks across focused value chain actors. We aim to mitigate and prevent adverse impacts from our operations, prod- ucts or services and remedy any impacts we cause or contribute to. We map our value chain, including upstream and downstream stakeholders, and catego- rise them by activity, geography, sector, and business dependencies. This mapping is reviewed annually in connection with our Double Materiality Assessment. We evaluate value chain stakeholders across relevant Responsible Business Conduct (RBC) issues and assess negative impacts based on their relative severity and likelihood. This helps us identify and prioritise activities or business relationships with the highest likelihood of adverse impacts based on either the inherent or observed risk. To supplement our structured risk mapping, our Whistleblower System serves as a channel for stakeholders, including those in our value chain, to report concerns and help us identify potential or actual adverse impacts. Read more on our Whistleblower System Page 123 3 6 Prevent, mitigate and remedy Identified adverse impacts are addressed case-by-case with appropriate action to cease or mitigate such occurrence. When rel- evant, we provide adequate remedies to affected individuals. Our SDD has not identified actual impacts requiring specific mitigation or remedial actions. We noted potential impacts and communicated these to relevant internal stakeholders to ensure adequate mitigation measures remain in our policy framework and internal processes. 4 Track results The SDD process is reviewed annually and refined as relevant, including the quarterly reporting to the Audit Committee. 5 Communication Commitments and addressed impacts are communicated annually in the Annual Report. Sustainability due diligence (continued)NCSDD 2025 identified impacts Our SDD has not identified actual impacts requiring specific mitigation or remedial actions. We noted potential impacts and communicated these to relevant internal stakeholders to ensure adequate mitigation measures remain in our policy framework and internal processes. 126 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Governance SDD Sustainability due diligence
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General disclosures appendix EU legislation data points 128 Benjamin Kjølby Parbst, Senior Developer 127 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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The table below outlines the data points derived from other EU legislation as listed in ESRS 2 Appendix B. It indicates where these data points can be found in our report and identifies which data points are assessed as ‘not material’ . Disclosure requirement Data point SFDR reference Pillar 3 reference Benchmark regulation reference EU Climate Law reference Page/ relevance ESRS 2 GOV-1 21 (d) Board's gender diversity 44 ESRS 2 GOV-1 21 (e) Percentage of board members who are independent 38 ESRS 2 GOV-4 30 Statement on sustainability due diligence 66 ESRS 2 SBM-1 40 (d) i Involvement in activities related to fossil fuel activities Not relevant ESRS 2 SBM-1 40 (d) ii Involvement in activities related to chemical production Not relevant ESRS 2 SBM-1 40 (d) iii Involvement in activities related to controversial weapons Not relevant ESRS 2 SBM-1 40 (d) iv Involvement in activities related to cultivation and production of tobacco Not relevant ESRS E1-1 14 Transition plan to reach climate neutrality by 2050 Not relevant ESRS E1-1 16 (g) Undertakings excluded from Paris-aligned Benchmarks Not relevant ESRS E1-4 34 GHG emission reduction targets Not relevant ESRS E1-5 38 Energy consumption from fossil sources disaggregated by sources Not relevant ESRS E1-5 37 Energy consumption and mix 80 ESRS E1-5 40-43 Energy intensity associated with activities in high climate impact sectors Not relevant ESRS E1-6 44 Gross Scope 1, 2, 3 and Total GHG emissions 81 ESRS E1-6 53-55 Gross GHG emissions intensity 83 ESRS E1-7 56 GHG removals and carbon credits Not relevant ESRS E1-9 66 Exposure of the benchmark portfolio to climate-related physical risks Not relevant ESRS E1-9 66 (a) Disaggregation of monetary amounts by acute and chronic physical risk Not relevant ESRS E1-9 66 (c) Location of significant assets at material physical risk Not relevant ESRS E1-9 67 (c) Breakdown of the carrying value of its real estate assets by energy-efficiency classes Not relevant ESRS E1-9 69 Degree of exposure of the portfolio to climate-related opportunities Not relevant ESRS E2-4 28 Amount of each pollutant listed in Annex II of the E-PRTR Regulation emitted to air, water and soil Not relevant ESRS E3-1 9 Water and marine resources 86 Not material: Information not material to reporting Not relevant: Information complied with or not relevant to operations EU legislation data points2IRO 128 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements General disclosure appendix
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Disclosure requirement Data point SFDR reference Pillar 3 reference Benchmark regulation reference EU Climate Law reference Page/ relevance ESRS E3-1 13 Dedicated policy 87 ESRS E3-1 14 Sustainable oceans and seas Not relevant ESRS E3-4 28 (c) Total water recycled and reused Not relevant ESRS E3-4 29 Total water consumption in m3 per net revenue on own operations Not relevant ESRS 2 SBM 3 – E4 16 (a) i Biodiversity sensitive areas Not relevant ESRS 2 SBM 3 – E4 16 (b) Land impacts Not relevant ESRS 2 SBM 3 – E4 16 (c) Threatened species Not relevant ESRS E4-2 24 (c) Sustainable oceans/seas practices or policies Not relevant ESRS E4-2 24 (d) Policies to address deforestation Not relevant ESRS E5-5 37 (d) Non-recycled waste Not relevant ESRS E5-5 39 Hazardous waste and radioactive waste Not relevant ESRS 2 SBM3 – S1 14 (f) Risk of incidents of forced labour Not relevant ESRS 2 SBM3 – S1 14 (g) Risk of incidents of child labour Not relevant ESRS S1-1 20 Human rights policy commitments 103 ESRS S1-1 21 Sustainability due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8 103 ESRS S1-1 22 Processes and measures for preventing trafficking in human beings 103 ESRS S1-1 23 Workplace accident prevention policy or management system 103 ESRS S1-3 32 (c) Grievance/complaints handling mechanisms 104 ESRS S1-14 88 (b), (c) Number of fatalities and number and rate of work-related accidents 110 ESRS S1-14 88 (e) Number of days lost to injuries, accidents, fatalities or illness 110 ESRS S1-16 97 (a) Unadjusted gender pay gap 111 ESRS S1-16 97 (b) Excessive CEO pay ratio 112 ESRS S1-17 103 (a) Incidents of discrimination 112 EU legislation data points (continued)2IRO 129 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements General disclosure appendix
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Disclosure requirement Data point SFDR reference Pillar 3 reference Benchmark regulation reference EU Climate Law reference Page/ relevance ESRS S1-17 104 (a) Non-respect of UNGPs on Business and Human Rights and OECD Guidelines 112 ESRS 2 SBM3 – S2 11 (b) Significant risk of child labour or forced labour in the value chain Not relevant ESRS S2-1 17 Human rights policy commitments Not material ESRS S2-1 18 Policies related to value chain workers Not material ESRS S2-1 19 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines Not material ESRS S2-1 19 Sustainability due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8 Not material ESRS S2-4 36 Human rights issues and incidents connected to its upstream and downstream value chain Not material ESRS S3-1 16 Human rights policy commitments Not material ESRS S3-1 17 Non-respect of UNGPs on Business and Human Rights, ILO principles or OECD guidelines Not material ESRS S3-4 36 Human rights issues and incidents Not material ESRS S4-1 16 Policies related to consumers and end-users 114 ESRS S4-1 17 Non-respect of UNGPs on Business and Human Rights and OECD guidelines 117 ESRS S4-4 35 Human rights issues and incidents 117 ESRS G1-1 10 (b) United Nations Convention against Corruption Not relevant ESRS G1-1 10 (d) Protection of whistleblowers Not relevant ESRS G1-4 24 (a) Fines for violation of anti-corruption and anti-bribery laws 122 ESRS G1-4 24 (b) Standards of anti-corruption and anti-bribery 122 EU legislation data points (continued)2IRO 130 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements General disclosure appendix
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Financial statements »Sharing, cooperating, and supporting each other weren’t just family values. They became the foundation of my personality« Consolidated financial statements 132 Parent company financial statements 188 Board of Directors and Executive Management statements 205 Independent auditor’s reports 206 Terminology and definitions 213 Company information 214 Elpida Syka-Lerioti, Associate Engineer 131 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements 131
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1. Basis of preparation Note 1 Material accounting policies 138 Note 2 Effect of changes in accounting standards 141 2. Results for the year Note 3 Segment information 143 Note 4 Cost of services 149 Note 5 Sales and marketing costs 149 Note 6 Administrative costs 150 Note 7 Staff costs and remuneration 150 Note 8 Special items 153 Note 9 Other operating income / expenses 153 Note 10 Depreciation and amortisation 154 Note 11 Financial income and expenses 154 Note 12 Tax 155 Note 13 Income statements classified by function 158 Note 14 Earnings per share 158 4. Working capital & capital structure Note 23 Trade receivables 172 Note 24 Contract work in progress 173 Note 25 Cash and cash equivalents 175 Note 26 Share capital 175 Note 27 Borrowings 176 Note 28 Pension obligations 177 Note 29 Other payables 178 Note 30 Provisions 178 Note 31 Non-cash items 179 Note 32 Working capital changes 179 Note 33 Financial risks and financial instruments 180 Note 34 Financial liabilities – maturity analysis 182 Note 35 Fair value hierarchy 183 3. Invested capital Note 15 Goodwill 160 Note 16 Other intangible assets 162 Note 17 Business Combination 163 Note 18 Investment properties 165 Note 19 Other tangible assets 166 Note 20 Investments in joint venture 167 Note 21 Investments in associates 169 Note 22 Financial assets at fair value through other comprehensive income 170 5. Other disclosures Note 36 Fees to the Group auditor 182 Note 37 Related parties 185 Note 38 Collateral provided and contingent liabilities 187 Note 39 Adoption of the Annual Report for publication 187 Note 40 Events after the balance sheet date 187 Notes to the consolidated financial statements Note Note name Page Note Note name Page Consolidated financial statements Page Consolidated financial statements Statement of comprehensive income 133 Statement of financial position 134 Statement of changes in equity 135 Statement of cash flow 136 132 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements
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DKK million Notes 2025 2024 Revenue 3 7,891.7 6,540.6 Cost of services 4 -5,672.6 -4,612.1 Gross profit 2,219.1 1,928.4 Sales and marketing costs 5 -60.9 -52.8 Administrative costs 6 -885.7 -777.7 Adjusted EBITDA (non-IFRS) 1,272.5 1,097.9 Special items 8 -355.3 -2.7 Other operating income / expense 9 0.2 -5.4 EBITDA (non-IFRS) 917.3 1,089.8 Depreciation 10 -218.2 -188.0 Amortisation 10 -137.3 -116.3 Operating profit (EBIT) 561.8 785.5 Financial income 11 19.6 30.1 Financial expenses 11 -188.8 -175.1 Income / loss from investments in joint venture 20 -14.7 -10.8 Income / loss from investments in associates 21 -2.2 -5.6 Profit before tax 375.7 624.0 Tax on profit for the year 12 -118.7 -156.5 Profit for the year 256.9 467.5 Of which Non-controlling interests 0.0 -2.7 Netcompany Group A/S’ share 256.9 470.2 Earnings per share (DKK) 14 5.48 9.67 Diluted earnings per share (DKK) 14 5.42 9.58 DKK million Notes 2025 2024 Other comprehensive income items that may be subsequently reclassified to profit or loss: Exchange rate adjustments on translating foreign subsidiaries -8.8 5.0 Other comprehensive income items that may not be reclassified to profit or loss: Actuarial profit / loss on defined benefit plans 28 -0.4 -2.4 Other operating income / loss -9.2 2.6 Of which Non-controlling interests 0.0 0.1 Netcompany Group A/S’ share -9.2 2.6 Comprehensive income for the year 247.7 470.1 Of which Non-controlling interests 0.0 -2.6 Netcompany Group A/S’ share 247.7 472.7 Consolidated statement of comprehensive income 133 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements
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DKK million Notes 2025 2024 Goodwill 15 3,858.4 3,252.0 Other intangible assets 16 807.9 456.7 Intangible assets 4,666.3 3,708.7 Investment properties 18 2.5 2.5 Other tangible assets 19 1,025.5 894.4 Tangible assets 1,028.0 896.8 Investments in joint venture 20 83.9 78.6 Investments in associates 21 147.0 109.0 Other securities and investments 22 1.0 1.3 Other receivables 86.9 72.5 Deferred tax assets 12 87.4 46.5 Financial assets 406.2 307.8 Non-current assets 6,100.4 4,913.4 Trade receivables 23 1,373.1 1,282.6 Receivables from joint venture 14.7 6.0 Receivables from associates 3.5 10.9 Contract work in progress 24 1,737.2 1,366.0 Other receivables 117.0 111.0 Prepayments 247.8 113.2 Tax receivable 12 22.3 18.3 Receivables 3,515.7 2,908.0 Cash 25 287.5 250.9 Current assets 3,803.2 3,158.9 Assets 9,903.6 8,072.3 DKK million Notes 2025 2024 Share capital 26 47.5 50.0 Treasury shares -499.9 -884.1 Share-based remuneration 122.5 90.1 Exchange rate adjustments on translating subsidiaries 1.4 10.2 Retained earnings 3,818.3 4,350.1 Other reserves -1.3 -0.9 Equity attributable to Netcompany Group A/S 3,488.4 3,615.4 Non-controlling interests 0.0 0.0 Equity 3,488.4 3,615.4 Borrowings 27 1,575.7 1,573.9 Pension obligations 28 25.9 23.7 Lease liability 34 769.1 707.0 Provisions 30 165.7 0.0 Deferred tax liability 12 53.5 44.7 Non-current liabilities 2,589.8 2,349.3 Borrowings 27 1,037.8 37.3 Pension obligations 28 1.7 1.7 Lease liability 34 257.1 146.4 Pre-billed invoices 24 1,061.3 828.7 Trade payables 557.1 343.1 Other payables 29 747.5 717.1 Provisions 30 125.1 2.1 Income tax payable 12 37.9 31.4 Current liabilities 3,825.5 2,107.6 Liabilities 6,415.3 4,456.9 Equity and liabilities 9,903.6 8,072.3 Consolidated statement of financial position 134 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements
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DKK million Share capital Treasury shares Share-based remuneration Exchange rate adjustments on translating subsidiaries Retained earnings Other reserves Total equity, Netcompany Group A/S Non- controlling interests Total equity Equity at 1 January 2025 50.0 -884.1 90.1 10.2 4,350.1 -0.9 3,615.4 0.0 3,615.4 Profit for the year 0.0 0.0 0.0 0.0 256.9 0.0 256.9 0.0 256.9 Other comprehensive income / loss for the year 0.0 0.0 0.0 -8.8 0.0 -0.4 -9.2 0.0 -9.2 Total comprehensive income 0.0 0.0 0.0 -8.8 256.9 -0.4 247.7 0.0 247.7 Treasury shares acquired in the year 0.0 -442.9 0.0 0.0 0.0 0.0 -442.9 0.0 -442.9 Cancellation of treasury shares -2.5 778.9 0.0 0.0 -776.4 0.0 0.0 0.0 0.0 Share-based remuneration for the year (note 7) 0.0 0.0 68.2 0.0 0.0 0.0 68.2 0.0 68.2 Settlement of share-based remuneration 0.0 48.2 -35.8 0.0 -12.4 0.0 0.0 0.0 0.0 Total transactions with owners -2.5 384.1 32.4 0.0 -788.7 0.0 -374.7 0.0 -374.7 Equity at 31 December 2025 47.5 -499.9 122.5 1.4 3,818.3 -1.3 3,488.4 0.0 3,488.4 Equity at 1 January 2024 50.0 -193.1 67.2 5.2 3,892.7 1.5 3,823.5 6.5 3,830.1 Profit for the year 0.0 0.0 0.0 0.0 470.2 0.0 470.2 -2.7 467.5 Other comprehensive income / loss for the year 0.0 0.0 0.0 4.9 0.0 -2.4 2.6 0.1 2.6 Total comprehensive income 0.0 0.0 0.0 4.9 470.2 -2.4 472.7 -2.6 470.1 Treasury shares acquired in the year 0.0 -733.8 0.0 0.0 0.0 0.0 -733.8 0.0 -733.8 Share-based remuneration for the year (note 7) 0.0 0.0 55.2 0.0 0.0 0.0 55.2 0.0 55.2 Settlement of share-based remuneration 0.0 42.8 -32.3 0.0 -12.8 0.0 -2.3 0.0 -2.3 Movement on non-controlling interests 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -4.0 -4.0 Total transactions with owners 0.0 -691.0 22.9 0.0 -12.8 0.0 -680.9 -4.0 -684.9 Equity at 31 December 2024 50.0 -884.1 90.1 10.2 4,350.1 -0.9 3,615.4 0.0 3,615.4 Consolidated statement of changes in equity 135 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements
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DKK million Notes 2025 2024 Operating profit (EBIT) 561.8 785.5 Depreciation and amortisation1 10 428.6 304.3 Non-cash items 31 68.1 54.5 Working capital changes 32 -189.0 145.0 869.6 1,289.3 Income taxes paid -148.1 -211.6 Financial income received 10.0 17.4 Financial expenses paid -148.5 -128.1 Cash flows from operating activities 582.9 966.9 Consideration paid for acquisition of subsidiaries 17 -1,000.0 0.0 Cash and cash equivalents acquired 17 314.0 0.0 Investment in joint venture and associates 20,21 -60.0 0.0 Divestment of associates 21 66.0 0.0 Capitalisation of intangible assets 16 -121.9 -91.0 Acquisition of fixed assets 19 -105.3 -54.9 Disposals of fixed assets 0.4 0.0 Additions / disposals of deposits -8.0 -18.8 Other investments/divestment -0.2 -13.6 Cash flows from investing activities -914.9 -178.2 Purchase of treasury shares -449.2 -727.5 Proceeds from borrowings 1,000.0 0.0 Repayment of borrowings -0.2 -123.4 Repayment of lease debt -177.8 -138.1 Cash flows from financing activities 372.9 -988.9 Development in cash and cash equivalents 40.9 -200.2 Cash and cash equivalents at 1 January 250.9 448.1 Effect of exchange rate changes on the balance of cash held in foreign currencies -4.4 3.1 Cash and cash equivalents at 31 December 25 287.5 250.9 1 Depreciation and amortisation recognised in the consolidated statement of cash flow do not match the depreciation and amortisation in the consolidated statement of comprehensive income as impairment loss of DKK 73.1 million is presented as special items in the consolidated statement of comprehensive income. Reconciliation of liabilities arising from financing activities DKK million Borrowings (note 27) Leasing Total Opening balance at 1 January 2025 1,611.1 853.4 2,464.5 Leasing (non-cash) 0.0 260.2 260.2 Proceeds from borrowings 1,000.0 0.0 1,000.0 Repayments -0.2 -177.8 -178.0 Loan costs on refinancing -0.8 0.0 -0.8 Amortisation of loan costs (non-cash) 3.1 0.0 3.1 Exchange rate adjustments 0.2 0.0 0.2 Closing balance at 31 December 2025 2,613.5 935.8 3,549.3 Reconciliation of liabilities arising from financing activities DKK million Borrowings (note 27) Leasing Total Opening balance at 1 January 2024 1,733.8 876.5 2,610.3 Leasing (non-cash) 0.0 115.0 115.0 Repayments -123.4 -138.1 -261.5 Loan costs on refinancing -2.2 0.0 -2.2 Amortisation of loan costs (non-cash) 2.8 0.0 2.8 Exchange rate adjustments 0.0 0.0 0.0 Closing balance at 31 December 2024 1,611.1 853.4 2,464.5 Consolidated statement of cash flow 136 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements
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Section 1 Basis of preparation Material accounting policies 138 Effect of changes in accounting standards 141 Shyam Prasad, Manager 137 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Netcompany Group A/S presents the financial statements in accordance with the IFRS ac- counting standards as adopted by the EU and additional Danish disclosure requirements for financial statements applicable to the 2025 financial year. Netcompany Group A/S is an entity with its registered office in Denmark. The financial statements are presented in DKK (million), which is considered the func- tional currency of the Group’s and the Parent’s activities. Totals in the financial statements have been calculated on the basis of actual amounts in accordance with the correct mathematical method. A recalculation of totals may in some cases result in rounding differences caused by the underlying decimals not disclosed to the reader. Aside from changes in presentation of the statement of comprehensive income and composition of reportable segments, the ap- plied accounting policies are consistent with those applied last year. Change in presentation of the statement of comprehensive income With effect from 1 January 2025 Netcompany Group A/S has changed the presentation of the statement of comprehensive income. The statement of comprehensive income now shows EBITDA instead of EBITA. The reason for the change is to provide more relevant information by aligning the statement of com- prehensive income with our financial guid- ance which consists of targets for revenue and adjusted EBITDA margin. The new pre- sentation of the statement of comprehensive income offers a clearer view of our operating performance by separating depreciation and amortisation, a non-cash expense, from our operating earnings. The effect of the change has been retrospectively applied to the com- parison figures for 2024, improving the “gross profit” line by DKK 22.3m in 2024, now part of the depreciation line presented separately. The opening equity as of 1 January 2024 and fiscal year 2024 as well as earnings per share is not impacted by the change in accounting policies. The effect of the change consists of DKK 18.8m in 2025 improving the “gross profit” line. Change in composition of reportable segments Effective from 1 January 2025 Netcompany Group A/S has changed the composition of reportable segments. Prior to 2025 the reportable segments consisted of “Public” and “Private” and from 1 January 2025 and onwards five reportable segments have been defined as disclosed in note 3. The change is due to Executive Management’s increased focus on performance and activities across markets. Additionally, following the merg- er between Netcompany Banking Services (NBS) and SDC during the year, a new seg- ment has been added. The change of reporting segments provides more relevant information about the current business activities from which the Group earn revenue and allocate resources. The effect of the change has been retrospectively applied to the comparison figures for 2024. The opening equity as of 1 January 2024, the result for both 2024 and 2025 as well as earn- ings per share is not impacted by the change in composition of reportable segments. The change of reporting segments has not im- pacted the definition of cash-generating units compared to the 2024 annual report. The merger between NBS and SDC is treated as a new seperate cash-generating unit. Consolidated financial statements The consolidated financial statements com- prise Netcompany Group A/S (Parent) and the entities (subsidiaries) that are controlled by the Parent. Control is achieved when the Parent is exposed, or has rights, to variable returns from its involvement with an entity and has the ability to use its power over the entity to affect those returns. Consolidation principles The consolidated financial statements are prepared on the basis of the financial state- ments of Netcompany Group A/S and its subsidiaries. The consolidated financial state- ments are prepared by adding together finan- cial statement items of a uniform nature. The financial statements used for consolidation have been prepared applying the Group’s ac- counting policies. Upon consolidation, intra-group income and expenses, intra-group accounts and divi- dends as well as profits and losses on trans- actions between the consolidated entities are eliminated. Subsidiaries’ financial statement items are recognised in full in the consolidated financial statements. SDC is recognised from 1 July 2025, when the Group acquired full control of the acquiree through a merger with Netcompany Banking Services. Transactions and non-controlling interests The Group treats transactions with non-con- trolling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference 1Note Material accounting policies 138 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Basis of preparation
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between any consideration paid and the rel- evant share acquired of the carrying value of net assets of the subsidiary is recorded in eq- uity. Gains or losses on disposals to non-con- trolling interests are also recorded in equity. When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other com- prehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously rec- ognised in other comprehensive income are reclassified to profit or loss. Applying materiality The Annual Report is based on the concept of materiality, to ensure that the content is material and relevant to the readers. The consolidated financial statements consist of many transactions. These transactions are aggregated into classes according to their nature or function and presented in classes of similar items in the financial statements and in the notes as required by IFRS. If items are individually immaterial, they are aggregated with other items of a similar nature in the statements or in the notes. The disclosure requirements throughout IFRS accounting standards are substantial and pro- vide the specific disclosures required by IFRS unless the information is considered imma- terial to the economic decision making of the readers of these financial statements. Foreign currency translation On initial recognition, foreign currency trans- actions are translated applying the exchange rate at the transaction date. Receivables, payables and other monetary items denomi- nated in foreign currencies that have not been settled at the balance sheet date are trans- lated using the exchange rate at the balance sheet date. Exchange differences that arise between the rate at the transaction date and the one in effect at the payment date or the rate at the balance sheet date are recognised in the statement of comprehensive income as financial income or financial expenses. Property, plant and equipment, intangible assets and other non-monetary assets that have been purchased in foreign currencies are translated using historical rates. When consolidating subsidiaries that use a dif- ferent currency than DKK into the consolidated financial statements, the statement of com- prehensive income items are converted using the average exchange rates. Exchange differ- ences arising from the translation of foreign subsidiaries’ statement of financial position items at the beginning of the year using the balance sheet date exchange rates as well as from the translation of the statement of com- prehensive income from average rates to the exchange rates at the balance sheet date are recognised in other comprehensive income. Revenue recognition Revenue is measured based on the consid- eration to which the Group expects to be entitled in a contract with a customer and ex- cludes amounts collected on behalf of third parties. The Group recognition of revenue can be over time or at a point in time. In general, revenue from contracts with customers is recognised when control is transferred to the customer at an amount that reflects the consideration to which Netcompany expects to be entitled in exchange for those services. Revenue is rec- ognised over time when an asset on behalf of a customer is created with no alternative use and the Group has an enforceable right to pay- ment for performance completed year to date. Revenue is also recognised over time if the customer obtains control of the service as it is being performed and thereby has the ability to direct its use and obtain the related benefits In recognising revenue, the Group applies the five-step-model in IFRS 15. The Group’s prima- ry service offerings include information tech- nology consulting services and operations solutions. These services are characterised by negotiated, consumption-based contracts and typically involve advisory, design, and de- velopment activities, making them complex in nature. Each contract is divided into separate performance obligations, whether this means unbundling contracts or combining contracts. Revenue from the sale of licenses is assessed on a contract-by-contract basis and rec- ognised either at a point in time or over time on the basis of the alternative use for the Group and based on the customer getting the right to use the Group's intellectual property as it exists when the license is granted. Consulting services are generally provided on either a time-and-material basis or on a fixed price contract basis. Revenue from time-and- material contracts is recognised as services are delivered and direct expenses are in- curred. Revenue from fixed price contracts is recognised under the percentage-of-comple- tion method, whereby revenue is recognised 1Note Material accounting policies (continued) 139 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Basis of preparation
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based on hours incurred to date as a percent- age of the total estimated costs of hours to fulfil the contract. Reference to costs of hours is assessed to be the most appropriate meth- od as incurred hours are the value driver for the projects. Payment terms are agreed on a con- tract-by-contract basis and are typically paid throughout the project according to agreed milestones affecting development of con- tract work in progress and pre-billed invoice balances. A contract modification is a change to an ex- isting contract. A contract modification might change the contract’s scope, price or both. A contract modification exists when the parties to the contract approve the modification. An assessment is often needed to determine whether changes to existing rights and obliga- tions should have been accounted for as part of the original contract, or as a separate con- tract. Contract modifications can be accounted for either as a separate contract, prospectively, or as a catch-up adjustment. The nature of the modification determines the way it is account- ed for. Revenue related to the operation and mainte- nance of solutions is recognised in the period during which the services are performed Note Key accounting estimates and judgements Nature of accounting impact Impact of accounting Note 8 Special items Judgement by Management in separating special items Judgement Note 15 Goodwill Assumptions used in value-in-use calculations for impairment testing Estimate Note 16 Other intangible assets Assumptions used in value-in-use calculations for impairment testing Estimate Note 17 Business combinations Assumptions used in determining the fair value of assets and liabilities identified in the business combination Estimate Note 19 Other tangible assets Estimate of useful lives of right-of- use assets Estimate Note 20 Investment in joint venture Judgement by Management in classification as joint venture based on contractual and operational relationship between the parties Judgement Note 24 Contract work in progress Judgement used in determining performance obligations Judgement Note 24 Contract work in progress Estimates used in determining the percentage of completion Estimate Note 28 Pension obligations Actuarial assumptions used in determing the pension obligation Estimate Note 30 Provisions Judgement by Management in assessing the existence of a present obligation Judgement Note 30 Provisions Estimates used to determine the expected amount of provisions Estimate Statement of cash flows The statement of cash flows shows cash flows from operating, investing and financing activ- ities as well as cash and cash equivalents at the beginning and end of the financial year. Cash flows from operating activities are pre- sented using the indirect method and calcu- lated as the operating profit adjusted for non- cash operating items, working capital changes as well as financial income received and financial expenses and income taxes paid. Cash flows from investing activities comprise payments in connection with acquisition of subsidiaries and joint ventures, activities and fixed asset investments and proceeds from the sale of property, plant and equipment. In the Parent financial statements, investing ac- tivities also include receipt of dividends from subsidiaries. Cash flows from financing activities comprise cash from changes in the size or composition of the Group’s share capital and related costs as well as the raising of loans, instalments on interest-bearing debt, payments relating to lease obligations and dividend payments to shareholders. Cash and cash equivalents comprise cash. 1Note Material accounting policies (continued) 140 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Basis of preparation
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2Note Netcompany Group A/S has adopted relevant new or amended standards (IFRS accounting standards) and interpretation (IFRIC) as ad- opted by the EU and which are effective for the financial year 1 January – 31 December 2025. New standards issued not yet in effect In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new require- ments for presentation within the income statement, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the income statement into one of five categories: operating, investing, financing, income taxes and discontinued operations, where the first three are new. The standard requires disclosure of newly defined management-defined performance measures (MPMs), subtotals of income and expenses, and includes new requirements for aggregating and disaggregating of financial information based on the identified ‘roles’ of the primary financial statements and the notes. In addition, amendments have been made to IAS 7 Statement of Cash Flows, which include For a detailed specification of the Group’s ac- counting policies, please see relevant notes in the consolidated financial statements. Significant judgements, estimates and assumptions When applying the accounting policies, Management has to make judgements, esti- mates and assumptions about the carrying amount of assets and liabilities that cannot be directly derived from other sources. Such estimates and assumptions are based on historical experience and other relevant fac- tors that are believed to be reasonable under the circumstances. The actual results may deviate from these estimates under different assumptions or conditions. Estimates and the underlying assumptions are reassessed on a regular basis. Any chang- es in accounting estimates are recognised prospectively, affecting the current period and future periods where applicable. In the financial statements it is particularly important to note the judgements, estimates and assumptions shown above. These are described in further detail adjacent to the relevant disclosed notes. 1Note changing the starting point for determining cash flow from operations when applying the indirect method, to the newly defined subtotal for operating profit or loss. Furthermore, the optionality around the classification of cash flows from dividends and interest is removed. IFRS 18, and the amendments to the other standards, are effective for reporting period beginning on 1 January 2027 and will apply retrospectively. Netcompany is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. The initial expected ma- terial impacts on the financial statements are, as follow: ■ Rental income and share of profit of asso- ciates and joint ventures will be classified in the investing category within the state- ment of profit or loss. ■ Foreign exchange differences will be clas- sified in the category where the related income and expense from the item arise. ■ In the statement of cash flows, dividends and interest received and interest paid will be classified in the investing activities and financing activities respectively. ■ New disclosures will be added in the form of management-defined performance mea- sures, along with a reconciliation for each line item in the statement of profit or loss between the restated amounts presented under IFRS 18 and the amounts previously presented in accordance with IAS 1. At the date of authorisation of these finan- cial statements, the Group has assessed the new and revised standards (IFRS accounting standards) that have been issued but are not yet effective. Based on the current business setup and level of activities, none of the new standards or interpretations are expected to have a material impact on Netcompany Group’s Annual Report. Effect of changes in accounting standardsMaterial account– ing policies (continued) 141 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Basis of preparation
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Section 2 Result for the year Segment information 143 Cost of services 149 Sales and marketing costs 149 Administrative costs 150 Staff costs and remuneration 150 Special items 153 Other operating income / expenses 153 Depreciation and amortisation 154 Financial income and expenses 154 Tax 155 Income statements classified by function 158 Earnings per share 158 Britt Hoppenbrouwers, Country Managing Partner Netherlands 142 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Revenue and EBITDA per business segment DKK million Denmark Revenue EBITDA SEE & EUI 1 Revenue EBITDA United Kingdom Revenue EBITDA Norway Revenue EBITDA Netherlands Revenue EBITDA 3,199.0 676.5 2,594.9 374.1 679.7 52.6 364.9 0.4 205.6 34.8 Banking Services Revenue EBITDA 847.6 -221.1 Business segments have been identified as operating segments, which is consistent with the internal reporting to the Executive Management and the Board of Directors. Netcompany Banking Services (NBS) was established as a new segment following the merger with SDC A/S on 1 July 2025; accord- ingly, the NBS segment comprises only activi- ties from the second half of 2025. As described in note 1, segmentation between private and public segments are no longer considered relevant. Netcompany considers the Executive Management to be the operating decision- making body, as all significant decisions regarding business development are taken in that forum. Netcompany delivers IT solutions that en- able and support European customers in their digital transformation. Netcompany’s main geographical markets are Denmark (home market), Norway, United Kingdom, Netherlands, Greece, Belgium and Luxembourg. Besides these seven main markets in Europe, Netcompany is also geo- graphically represented in Cyprus, Poland, Romania, Jordan, United States, Sweden, Germany, South Africa and Vietnam. At the end of 2025, activities were closed in South Africa. 3Note Vietnam 1 South Eastern Europe & EU institutions Segment information 143 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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Revenue by type (DKK million) 2025 2024 Public sector revenue 4,828.3 4,496.0 Private sector revenue 3,063.4 2,044.5 Revenue by type, total 7,891.7 6,540.6 Timing of revenue recognition (DKK million) 2025 2024 Over time 7,824.5 6,473.1 Point in time 67.2 67.4 Revenue by timing, total 7,891.7 6,540.6 The Danish State and EU institutions both accounted for more than 10% of Group rev- enue if all ministries, agencies, institutions, directorates and other public owned compa- nies are combined. Revenue from the Danish State amounted DKK 1,579 million (DKK 1,622.1 million) and was recognised in Netcompany Denmark. Revenue from EU institutions amounted DKK 1,279.7 million (DKK 1,217.5m) and was recognised in Netcompany SEE & EUI. No single agency, ministry, institution or public owned company exceeds the thresh- old of 10%. Revenue from licenses amounted DKK 67.2m (2024: DKK 67.4m) and have been recognised at a point in time in the year. 3Note Segment information (continued) 144 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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Public sector Denmark SEE & EUI United Kingdom Norway Netherlands Banking Services Total Public sector information related to operating entities (DKK million) 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Revenue 1,942.0 1,928.2 1,952.2 1,754.6 499.3 418.1 229.2 195.1 205.6 200.0 0.0 0.0 4,828.3 4,496.0 Cost of service -1,250.3 -1,235.1 -1,548.4 -1,363.5 -395.1 -340.4 -170.8 -138.7 -135.9 -129.1 0.0 0.0 -3,500.6 -3,206.9 Gross profit 691.6 693.0 403.9 391.0 104.1 77.7 58.4 56.4 69.7 71.0 0.0 0.0 1,327.7 1,289.1 Gross profit margin 35.6% 35.9% 20.7% 22.3% 20.9% 18.6% 25.5% 28.9% 33.9% 35.5% N/A N/A 27.5% 28.7% 3Note Private sector Denmark SEE & EUI United Kingdom Norway Netherlands Banking Services1 Total Private sector information related to operating entities (DKK million) 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Revenue 1,257.0 1,161.3 642.6 550.8 180.4 188.4 135.8 143.7 0.0 0.2 847.6 0.0 3,063.4 2,044.5 Cost of service -730.7 -671.6 -471.4 -437.6 -141.7 -148.5 -136.1 -147.2 0.0 -0.4 -692.1 0.0 -2,172.0 -1,405.2 Gross profit 526.4 489.8 171.3 113.2 38.6 39.9 -0.4 -3.4 0.0 -0.1 155.5 0.0 891.4 639.3 Gross profit margin 41.9% 42.2% 26.6% 20.5% 21.4% 21.2% -0.3% -2.4% 0.0% -59.4% 18.3% N/A 29.1% 31.3% 1 Netcompany Banking Services’ performance reflects only activities in the second half of 2025, following the merger with SDC A/S on 1 July 2025. Segment information (continued) 145 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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Operating entities Denmark SEE & EUI United Kingdom Norway Netherlands Banking Services1 Total Segment information related to operating entities (DKK million) 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Revenue 3,199.0 3,089.5 2,594.9 2,305.4 679.7 606.6 364.9 338.9 205.6 200.3 847.6 0.0 7,891.7 6,540.6 Cost of service -1,981.0 -1,906.7 -2,019.8 -1,801.2 -536.9 -488.9 -306.9 -285.9 -135.9 -129.4 -692.1 0.0 -5,672.6 -4,612.1 Gross profit 1,218.0 1,182.8 575.1 504.2 142.8 117.6 58.0 53.0 69.7 70.8 155.5 0.0 2,219.1 1,928.4 Gross profit margin 38.1% 38.3% 22.2% 21.9% 21.0% 19.4% 15.9% 15.6% 33.9% 35.4% 18.3% N/A 28.1% 29.5% Allocated costs -460.1 -430.9 -201.2 -204.3 -71.2 -66.7 -47.1 -48.4 -29.4 -27.4 -71.8 0.0 -880.8 -777.7 Adjusted EBITDA before allocated costs from HQ (non-IFRS) 758.0 751.9 373.9 299.9 71.6 51.0 10.9 4.6 40.3 43.5 83.7 0.0 1,338.4 1,150.8 Adjusted EBITDA margin before allocated cost from HQ 23.7% 24.3% 14.4% 13.0% 10.5% 8.4% 3.0% 1.4% 19.6% 21.7% 9.9% N/A 17.0% 17.6% Allocated costs from HQ -45.6 -37.2 0.0 0.0 -11.0 -8.2 -6.1 -4.8 -3.2 -2.7 0.0 0.0 -65.9 -52.9 Adjusted EBITDA (non-IFRS) 712.3 714.7 373.9 299.9 60.6 42.8 4.8 -0.2 37.1 40.7 83.7 0.0 1,272.5 1,097.9 Adjusted EBITDA margin 22.3% 23.1% 14.4% 13.0% 8.9% 7.1% 1.3% -0.1% 18.0% 20.3% 9.9% N/A 16.1% 16.8% Special items -35.8 -1.9 0.0 0.0 -8.0 -0.4 -4.5 -0.3 -2.3 -0.1 -304.8 0.0 -355.3 -2.7 Other operating income / expense 0.0 0.0 0.2 -5.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 -5.4 EBITDA (non-IFRS) 676.5 712.8 374.1 294.5 52.6 42.4 0.4 -0.5 34.8 40.6 -221.1 0.0 917.3 1,089.8 EBITDA margin 21.1% 23.1% 14.4% 12.8% 7.7% 7.0% 0.1% -0.1% 16.9% 20.3% -26.1% N/A 11.6% 16.7% Depreciation -102.3 -95.5 -76.7 -70.6 -14.8 -7.4 -7.8 -8.2 -9.5 -6.3 -7.1 0.0 -218.2 -188.0 Amortisation -40.0 -44.2 -65.5 -58.4 -5.9 -7.1 -3.3 -4.2 -1.8 -2.4 -20.7 0.0 -137.3 -116.3 EBIT 534.2 573.1 231.8 165.5 31.9 27.9 -10.7 -12.9 23.5 31.9 -248.9 0.0 561.8 785.5 EBIT margin 16.7% 18.6% 8.9% 7.2% 4.7% 4.6% -2.9% -3.8% 11.4% 15.9% -29.4% N/A 7.1% 12.0% 1 Netcompany Banking Services’ performance reflects only activities in the second half of 2025, following the merger with SDC A/S on 1 July 2025. 3Note Segment information (continued) 146 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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2025 Geographical split of revenue DKK million 7,891.7 United Kingdom 698.9 Luxembourg 151.5 Netherlands 225.5Denmark 3,455.7 Norway 483.5 Belgium 1,151.9 Other 591.5Greece 1,133.2 2024 Geographical split of revenue DKK million 6,540.6 United Kingdom 624.2 Luxembourg 256.5 Netherlands 230.4Denmark 3,143.2 Norway 342.0 Belgium 800.3 Other 316.1Greece 827.9 2025 Operational split of revenue DKK million 7,891.7 Netcompany Norway 364.9 Netcompany Netherlands 205.6 Netcompany Banking Services 847.6 Netcompany Denmark 3,199.0 Netcompany SEE & EUI 2,594.9 Netcompany United Kingdom 679.7 2024 Operational split of revenue DKK million 6,540.6 Netcompany Norway 338.9 Netcompany Netherlands 200.3 Netcompany Denmark 3,089.5 Netcompany SEE & EUI 2,305.4 Netcompany United Kingdom 606.6 2025 Operational split of EBITDA DKK million 917.3 Netcompany Norway 0.4 Netcompany Netherlands 34.8 Netcompany Banking Services -221.1 Netcompany Denmark 676.5 Netcompany SEE & EUI 374.1 Netcompany United Kingdom 52.6 2024 Operational split of EBITDA DKK million 1,089.8 Netcompany Norway -0.5 Netcompany Netherlands 40.6 Netcompany Denmark 712.8 Netcompany SEE & EUI 294.5 Netcompany United Kingdom 42.4 3Note Segment information (continued) 147 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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Intangible assets DKK million Denmark Norway United Kingdom Netherlands Belgium Luxembourg Greece Other Total 4,666.3 3,708.7 118.7 118.7 2,885.5 1,934.9 214.7 214.7 34.9 34.9 0.0 0.0 1,412.5 1,405.5 0.0 0.0 0.0 0.0 2025 2024 Tangible assets DKK million Denmark Norway United Kingdom Netherlands Belgium Luxembourg Greece Other Total 1,028.0 896.8 28.8 35.1 480.5 467.7 54.2 46.2 123.5 18.4 22.6 25.6 8.0 8.9 255.6 246.3 54.8 48.7 2025 2024 Financial assets DKK million Denmark Norway United Kingdom Netherlands Belgium Luxembourg Greece Other Total 406.2 307.8 33.8 29.0 303.5 211.1 1.1 1.4 0.0 0.0 34.4 21.8 9.8 8.7 16.8 25.8 6.8 10.0 2025 2024 3Note Segment information (continued) 148 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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DKK million 2025 2024 Project costs 1,742.0 1,214.8 Staff costs (note 7) 3,930.6 3,397.3 Total cost of services in income statement 5,672.6 4,612.1 Costs reimbursed under government grants 89.8 81.6 Total cost of services 5,762.4 4,693.7 DKK million 2025 2024 Sales and marketing costs 29.9 26.1 Staff costs (note 7) 31.0 26.7 Total sales and marketing costs 60.9 52.8 § Accounting principles Project costs comprise external consul- tants/freelancers, subscriptions etc. Staff costs comprise wages and salaries for own consultants incurred to generate revenue. Depreciation comprises depreciation relating to non-current assets used for projects that are directly incurred to generate revenue for the year. Costs of services are expensed as the projects progress. Costs of services recognised in the income statement are net of costs for research and development reimbursed under EU govern- ment grants. § Accounting principles Sales and marketing costs comprise expens- es incurred for sale of the Group’s projects. Staff costs comprise wages and salaries for sales staff. In addition, sales and marketing costs comprise advertising costs, travelling and entertainment expenses, etc. Grants from the government are recognised where there is reasonable assurance that the grant will be received, and that the Group will comply with all attached conditions. Government grants relating to costs are de- ferred and recognised in profit or loss over the period necessary to match them with the costs they are intended to compensate. Netcompany has not received grants related to capitalised assets. 4Note 5NoteCost of services Sales and marketing costs 149 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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DKK million 2025 2024 Administrative costs 421.3 406.5 Staff costs (note 7) 464.4 371.2 Total administrative costs 885.7 777.7 DKK million 2025 2024 Salaries and wages 4,053.4 3,391.0 Share based remuneration 68.2 55.2 Pension contributions 75.0 38.0 Other social security costs 298.3 266.5 Other staff costs 86.8 44.6 Total staff costs 4,581.7 3,795.2 Presented as follows in income statement: Costs of services 3,930.6 3,397.3 Sales and marketing costs 31.0 26.7 Administrative costs 464.4 371.2 Special items 155.7 0.0 Total staff costs in income statement 4,581.7 3,795.2 Staff costs reimbursed under government grants 24.1 25.6 Capitalised staff costs 121.1 91.0 Total staff costs 4,726.9 3,911.8 § Accounting principles Administrative costs comprise costs incurred for the Group’s administrative functions, in- cluding wages and salaries for administrative staff, internal consultants and management, general corporate costs, IT costs as well as depreciation relating to offices and other property, plant and equipment used for ad- ministrative purposes. § Accounting principles Staff costs comprise salaries and wages in- cluding the value of share-based incentive programmes and cash bonus arrangements as well as social security costs, pension contributions etc. for the Group’s staff. Staff costs recognised in the income statement are net of capitalised staff costs and staff costs for research and development reimbursed under EU government grants. Please refer to note 4 regarding accounting principles for EU government grants. Average number of employees 2025 FTEs 7,960 2024 FTEs 6,854 6Note 7NoteAdministrative costs Staff costs and remuneration 150 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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DKK million 2025 2024 Remuneration to the Board of Directors Bo Rygaard 1.4 1.4 Juha Christensen 1.0 0.9 Åsa Riisberg 1.2 0.9 Susan Cooklin 0.7 0.6 Bart Walterus 0.8 0.6 Total remuneration to the Board of Directors 5.1 4.4 Remuneration to the Executive Management André Rogaczewski 11.5 8.4 Claus Jørgensen 11.5 8.4 Thomas Johansen 6.6 4.7 Total short-term remuneration 29.5 21.5 André Rogaczewski 4.2 2.4 Claus Jørgensen 4.2 2.4 Thomas Johansen 4.1 3.1 Total share-based remuneration expensed 12.4 8.0 Total remuneration to the Executive Management 41.9 29.5 Remuneration to Other Key Management Personnel Short-term remuneration 35.7 19.3 Long-term remuneration 14.3 11.4 Total Remuneration to Other Key Management Personnel 50.0 30.7 Total Remuneration to the Executive Management and Other Key Management Personnel 91.9 60.2 DKK million 2025 2024 Share-based remuneration expenses Executive Management 12.4 8.0 Other Key Management Personnel 14.3 11.4 Employees 41.5 35.8 Total share-based remuneration expenses 68.2 55.2 Remuneration to the Executive Management and the Board of Directors is recognised as administrative costs. For further de- scription of Remuneration to the Executive Management and the Board of Directors, please refer to the Remuneration Report. During 2025, 261,900 (196,133) RSUs were granted, of which 45,438 (43,269) RSUs were granted to the Executive Management and 216,462 (152,864) RSUs were granted to Other Key Management Personnel and Other em- ployees. Other Key Management Personnel consists of country managing partners. In addition, nil (116,280) matching shares were granted in 2025 to Other Key Management Personnel, and nil (nil) matching shares were granted to Executive Management in 2025. The fair value of total outstanding granted shares was DKK 201.1 million (DKK 169.6 million) measured at grant value. The cost associated herewith is expensed over the vesting period, with DKK 68.2 million in 2025 (DKK 55.2 million). The Group has the right to choose between cash settlement and equity settlement when programmes vest, and ex- pect to settle through stocks. The number of RSUs granted is determined by the stock price on the grant day, measured against the value of grant for each person. The number of matching shares granted is based on the shares purchased and continu- ously held by the participants throughout the programme. All granted shares and RSUs are subject to continued employment, and only RSUs grant- ed to the Executive Management are condi- tional to performance. The share-based incentive programme based on RSUs will continue in 2026. 7Note Staff costs and remuneration (continued) 151 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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Granted Netcompany shares allocated Outstanding at 1 Jan 2025 Issued Lapsed Transferred Outstanding at 31 Dec 2025 Grant value at 31 Dec 2025 Market value at 31 Dec 2025 Vesting date No. No. No. No. No. DKK million DKK million RSUs for Executive Management, 2022 4,945 0 0 -4,945 0 0 0 31 December 2024 RSUs for Executive Management, 2023 33,071 0 -1,127 0 31,944 8.2 11.4 31 December 2025 RSUs for Executive Management, 2024 38,145 0 -1,207 0 36,938 9.9 13.2 31 December 2026 RSUs for Executive Management, 2025 0 45,438 -1,269 0 44,169 12.5 15.8 31 December 2027 Matching shares for Executive Management, 2024 24,000 0 0 0 24,000 6.2 8.6 31 Dec. 2025-2027 RSUs for Employees1, 2022 53,933 0 -2,666 -51,267 0 0 0 31 December 2024 RSUs for Employees1, 2023 168,389 0 -9,767 -19,739 138,883 35.9 49.7 31 December 2025 RSUs for Employees1, 2024 142,004 0 -4,041 -8,336 129,627 34.7 46.4 31 December 2026 RSUs for Employees1, 2025 0 216,462 -3,710 -4,852 207,900 58.9 74.4 31 December 2027 Matching shares for Employees1, 2023 13,920 0 0 0 13,920 3.6 5.0 31 Dec. 2025-2027 Matching shares for Employees1, 2024 116,280 0 0 0 116,280 31.2 41.6 31 Dec. 2026-2028 Total allocated shares 594,687 261,900 -23,787 -89,139 743,661 201.1 266.2 Granted Netcompany shares allocated Outstanding at 1 Jan 2024 Issued Lapsed Transferred Outstanding at 31 Dec 2024 Grant value at 31 Dec 2024 Market value at 31 Dec 2024 Vesting date No. No. No. No. No. DKK million DKK million RSUs for Executive Management, 2021 5,206 0 0 -5,206 0 0.0 0.0 31 December 2023 RSUs for Executive Management, 2022 20,516 0 -15,571 0 4,945 2.4 1.7 31 December 2024 RSUs for Executive Management, 2023 37,855 0 -4,784 0 33,071 8.5 11.2 31 December 2025 RSUs for Executive Management, 2024 0 43,269 -5,124 0 38,145 10.2 12.9 31 December 2026 Matching shares for Executive Management, 2023 24,000 0 0 0 24,000 6.2 8.1 31 Dec. 2025-2027 RSUs for Employees1, 2021 36,345 0 0 -36,345 0 0.0 0.0 31 December 2023 RSUs for Employees1, 2022 58,380 0 0 -4,447 53,933 25.9 18.3 31 December 2024 RSUs for Employees1, 2023 182,951 0 -1,057 -13,505 168,389 43.6 57.1 31 December 2025 RSUs for Employees1, 2024 0 152,864 -9,050 -1,810 142,004 38.0 48.1 31 December 2026 Matching shares for Employees1, 2023 13,920 0 0 0 13,920 3.6 4.7 31 Dec. 2025-2027 Matching shares for Employees1, 2024 0 116,280 0 0 116,280 31.2 39.4 31 Dec. 2026-2028 Total allocated shares 379,173 312,413 -35,586 -61,313 594,687 169.6 201.6 1 Group Employees consists of Other Key Management Personnel and Other Group Employees. 7Note Staff costs and remuneration (continued) 152 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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DKK million 2025 2024 External advisory related to M&A 39.1 2.7 Lease termination and related contracts 130.5 0.0 Redundancies 125.5 0.0 Other restructuring costs 60.2 0.0 Special items 355.3 2.7 If special items had been recognised in the income statement, special items would have been recognised as follows: Costs of services 207.4 0.0 Administrative costs 74.8 2.7 Depreciation 73.1 0.0 Total special items in income statement 355.3 2.7 DKK million 2025 2024 Rental income 0.1 0.3 Gain / losses on disposals -0.1 2.0 Gain / loss on divestments 0.1 -7.6 Other income / loss 0.1 -0.1 Total other operating income / expenses 0.2 -5.4 § Accounting principles Special items are costs or income recorded in the income statement which cannot di- rectly be attributed to the Group's ordinary activities. Such costs and income comprise non-recur- ring expenses distinct from ordinary operating activities, including external advisory costs related to M&A, and restructuring costs cov- ering lease termination and related contract costs, as well as redundancies and other restructuring costs related to retention and integration efforts. § Accounting principles Other operating income comprises income from rental of property less the administrative cost of this income. Gains and losses on disposal of intangible assets, property, plant and equipment and di- vestments are determined as the sales price less selling costs and the carrying amount at the disposal date. Significant judgements Key assumptions involve judgement by Management in identifying and separating special income or expense items from other items in the income statement. These items are carefully considered in order to ensure correct presentation. 8Note 9NoteSpecial items Other operating income / expenses 153 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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DKK million 2025 2024 Depreciation Leasehold improvements 21.4 15.8 Equipment 37.0 34.4 Right-of-use assets 159.8 137.9 Total depreciation 218.2 188.0 Amortisation Technology and software 84.9 70.1 Trademark 8.4 18.3 Order backlog 1.6 1.7 Customer relationships 42.4 26.2 Total amortisation 137.3 116.3 DKK million 2025 2024 Financial income Exchange rate adjustments 15.1 15.5 Other financial income 4.5 14.6 Total financial income 19.6 30.1 Financial expenses Interest expense, borrowings 85.1 101.7 Interest, leasing 31.8 31.4 Exchange rate adjustments 26.4 16.2 Other financial expenses 45.6 26.0 Total financial expenses 188.8 175.1 § Accounting principles Please refer to notes 16 & 19. § Accounting principles Financial income and expenses comprise interest income and expenses, foreign ex- change gains and losses, and amortisation of loan costs. 10Note 11NoteDepreciation and amortisation Financial income and expenses 154 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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Paid taxes % Netherlands 0.0% Poland 3.0% United Kingdom 0.0% Denmark 54.1% Norway 0.0% Vietnam 0.5% Luxembourg 19.4% Jordan <0.1% Belgium 5.3% Greece 17.7% 2025 Paid taxes % Netherlands 0.0% Poland 2.5% Denmark 81.4% Norway 0.0% Vietnam 0.3% United Kingdom 3.2% Belgium, Luxembourg & Greece 12.6% 2024 Netcompany is committed to provide trans- parent information on the Group’s tax position as taxes are considered an important part of the Group’s corporate social responsibility. On 1 July 2025, SDC A/S was merged into Netcompany Banking Services A/S through a taxable merger. As a result of the merger, SDC A/S ceased to exist, and its assets and liabili- ties were transferred to Netcompany Banking Service at fair value. The fair values at the merger date were used as the initial tax base of the transferred assets and liabilities. Consequently, the ac- quired assets are eligible for tax deductions and are going to be amortised in Netcompany Banking Services. Tax policy Netcompany maintains a transparent ap- proach to the Group’s tax position and acts as a responsible corporate citizen in all coun- tries in which it operates. Netcompany has a clear responsibility to comply with all current laws and regulations in each jurisdiction in which business is conducted, including the OECD Transfer Pricing Guidelines and equiva- lent documents. Netcompany’s tax governance is overseen by the Board of Directors, which is responsible for the overall Tax Policy and for the guide- lines the Company must comply with. The Executive Management is responsible for monitoring tax risks on an ongoing basis and making recommendations to the Board of Directors to ensure compliance with tax legis- lation at all times. On a day-to-day basis, Finance is responsible for complying with the Group’s tax guidelines and it is the responsibility of Group Finance to oversee the work performed locally. Tax risk management Netcompany strives to comply with both global and local tax legislation but acknowl- edges that complying can be complex due to local tax legislation and the room for interpre- tation in the tax area, and that this can give rise to tax risks. The identification of risks and mitigation thereof is part of Netcompany’s risk man- agement process and tax risk management is part of the ongoing risk assessment and management. In connection with the Group’s M&A activities, the Group may face situations where the tar- get to be acquired has had different tax poli- cies than the Group and, hence, creating legacy of potential tax liabilities to be un- wound. It is the Group's policy that any such potential tax liability must be mitigated by presenting a specific timetable to unwind the tax liability, prior to the signing of definitive transaction documents. For more details on Netcompany’s approach to taxes, please refer to the tax policy. Tax contribution The tax contribution illustrated includes taxes on company profits. 12Note Tax 155 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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Current tax (DKK million) 2025 2024 Current tax 143.0 178.4 Prior year taxes 7.0 6.6 Change in deferred tax -31.3 -28.5 Total tax for year 118.7 156.5 Profit before tax 375.7 624.0 Tax at a rate of 22% 82.6 137.3 Tax-based value of non-deductible expenses 39.5 17.5 Tax-based value of non-taxable income -10.8 -7.2 Changes to previous years 7.0 6.6 Changes in tax rates 0.0 1.7 Effect of different tax rates in foreign subsidiaries 0.4 0.6 Total tax for year 118.7 156.5 Effective tax rate 31.6% 25.1% Current tax has been presented as follows in the statement of financial position (DKK million) 2025 2024 Tax receivable 22.3 18.3 Tax payable -37.9 -31.4 Total tax receivable / payable, net -15.7 -13.1 Tax receivable and tax payable (DKK million) 2025 2024 Tax receivable / payable at 1 January, net -13.1 -40.9 Exchange rate adjustments -2.1 0.2 Changes to previous years -5.5 -5.2 Payments relating to prior years 28.1 52.7 Current tax for the year -143.0 -178.4 Current tax interest for the year 0.0 -0.4 Payments relating to the current year 120.0 159.0 Total tax receivable / payable, net -15.7 -13.1 Deferred tax has been presented as follows in the statement of financial position (DKK million) 2025 2024 Deferred tax asset 87.4 46.5 Deferred tax liability -53.4 -44.7 Total deferred tax 34.0 1.8 Deferred tax (DKK million) 2025 2024 Non-current assets -182.9 -159.1 Work in progress -22.5 -13.2 Tax loss carried forward 40.3 38.8 Non-current liabilities 128.2 116.0 Current liabilities 47.5 1.7 Share-based payments 23.4 17.6 Total deferred tax 34.0 1.8 12Note Tax (continued) 156 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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Deferred tax (assets / liabilities): (DKK million) Property, plant & equipment Right-of-use assets Intangible assets Work in progress Tax loss carried forward Non-current liabilities Current liabilities Share-based payments Total Opening balance 1 January 2025 11.0 -100.8 -69.3 -13.2 38.8 116.0 1.7 17.6 1.8 Recognised in profit / loss -0.8 4.6 -27.0 -9.3 0.5 12.2 45.9 5.2 31.3 Effect of foreign exchange adjustments -0.6 0.0 0.0 0.0 1.0 0.0 -0.3 0.6 0.9 Closing balance 31 December 2025 9.6 -96.3 -96.2 -22.5 40.3 128.2 47.5 23.4 34.0 Deferred tax (assets / liabilities): (DKK million) Property, plant & equipment Right-of-use assets Intangible assets Work in progress Tax loss carried forward Non-current liabilities Current liabilities Share-based payments Total Opening balance 1 January 2024 12.1 0.4 -3.3 -97.6 32.6 3.6 10.3 14.7 -27.2 Recognised in profit / loss -1.1 -101.1 -65.9 84.5 5.3 112.2 -8.6 3.3 28.5 Effect of foreign exchange adjustments 0.0 -0.2 0.0 0.0 0.8 0.2 0.0 -0.4 0.5 Closing balance 31 December 2024 11.0 -100.8 -69.3 -13.2 38.8 116.0 1.7 17.6 1.8 12Note § Accounting principles Pillar two has been enacted in jurisdictions in which the group operates. The legislation applies to the Group from 1 January 2025, as consolidated revenue for 2023 and 2024 exceeded EUR 750 million. An overall as- sessment was made, which concluded that all jurisdictions meet or exceeds the 15% minimum. We have applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two in- come taxes. Income taxes arising under Pillar Two will be recognised separately from other income taxes once the legislation becomes effective. Tax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in profit for the year as regards the portion attributable to the profit for the year. It is recognised directly in other com- prehensive income and equity as regards the portion attributable to entries recognised directly in other comprehensive income and equity Current tax payable and current tax receivable are recognised in the statement of financial position, calculated as tax on taxable income for the year, adjusted for prepaid tax. In calcu- lating current tax, the tax rates and rules ap- plicable at the balance sheet date are used. Deferred tax is recognised on all temporary differences between the carrying amounts and tax-based values of assets and liabili- ties using the balance sheet liability method. Deferred tax is calculated on the basis of the planned use of each asset and the settle- ment of each liability, respectively. Deferred tax is measured using the tax rates and tax rules which – based on enacted or substan- tially enacted tax regulations at the balance sheet date – are expected to apply when the deferred tax is expected to crystallise as current tax. Changes in deferred tax resulting from changed tax rates or tax rules are rec- ognised in profit or loss unless the deferred tax is attributable to transactions previ- ously recognised directly in equity or other comprehensive income. In the latter case, such changes are also recognised directly in equity or other comprehensive income. Deferred tax assets, including the tax base of tax loss carried forward, are recognised in the statement of financial position at their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets to be set off against future positive taxable income. Based on the current busi- ness case, the tax loss is expected to be used within 3-5 years. At each balance sheet date, it is considered by comparing to future bud- gets whether sufficient taxable income is likely to arise in the future for the deferred tax asset to be used. Tax (continued) 157 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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Income statement (DKK million) 2025 2024 Revenue 7,891.7 6,540.6 Cost of services, incl. depreciation and amortisation -5,793.0 -4,704.5 Gross profit 2,098.7 1,836.1 Sales and marketing costs -60.9 -52.9 Administrative costs, incl. depreciation, amortisation and special items -1,476.1 -992.3 Other operating income 0.2 -5.4 Operating profit (EBIT) 561.8 785.5 Financial income 19.6 30.1 Financial expenses -188.8 -175.1 Income / loss from investments in joint venture -14.7 -10.8 Income / loss from investments in associates -2.2 -5.6 Profit before tax 375.7 624.0 Tax on the profit -118.7 -156.5 Net profit for the year 256.9 467.5 Depreciation and amortisation is presented as follows in the above income statement: (DKK million) 2025 2024 Cost of services -120.4 -92.3 Administrative costs -235.0 -211.9 Depreciation and amortisation -355.5 -304.3 DKK million 2025 2024 Profit 256.9 470.2 Average number of shares 48.2 50.0 Average number of treasury shares 1.3 1.4 Average number of shares in circulation 46.8 48.6 Average number of outstanding granted shares 0.6 0.5 Average number of diluted shares in circulation 47.4 49.1 Earnings per share (DKK) 2025 5.48 2024 9.67 Diluted earnings per share (DKK) 2025 5.42 2024 9.58 13Note 14NoteIncome statement classified by function Earnings per share 158 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Result of the year
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Section 3 Invested Capital Goodwill 160 Other intangible assets 162 Business Combinations 163 Investment properties 165 Other tangible assets 166 Investments in joint venture 167 Investments in associates 169 Financial assets at fair value through other comprehensive income 170 Charlotte Ployart Wetche, Director Defence & Resilience 159 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Impairment testing The tests performed at the end of 2025 showed the recoverable amounts were estimated to be higher than the carrying amounts of all CGUs, and therefore no im- pairment loss was recognised in 2025. The most significant assumptions are related to discount rates, revenue and EBITDA mar- gins which are based on a combination of historical experience and external sources of information. Management has considered climate-related risks identified in our Climate Scenario Analysis in the impairment assess- ment and concluded no adjustments to key assumptions were necessary. The value in use amounts was calculated as future free cash flows based on budgets for 2026 and forecasts for the following years. These incorporate the assumptions used in financial budgets, including the expected im- pact of business synergies. For all CGUs, the forecast period covers five years. Cash flow projections beyond the five year forecast have been extrapolated using a steady 2% annual growth rate. The manage- ment believes that the growth rate is reason- able based on IT services demand and the continued digital conversion in the markets, and any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the carry- ing amount to exceed its recoverable amount. DKK million 2025 2024 Cost at 1 January 3,252.0 3,252.0 Additions, acquisition of subsidiaries 606.4 0.0 Cost at 31 December 3,858.4 3,252.0 Impairment at 1 January 0.0 0.0 Impairment at 31 December 0.0 0.0 Carrying amount at 31 December 3,858.4 3,252.0 Discount rates and growth rates in terminal period used as assumptions 2025 2024 Discount rate before tax: Netcompany A/S1 10.8% 11.5% Netcompany Norway AS 14.7% 15.9% Netcompany UK Ltd.2 16.8% 17.8% Netcompany Netherlands B.V. 17.7% 17.7% Netcompany S.A. 13.0% 14.8% Netcompany Banking Services A/S 14.2% N/A Growth rate in terminal period 2.0% 2.0% 1 Including subsidiary Netcompany Poland Sp. Z o.o. 2 Including subsidiary Netcompany Vietnam Company Ltd. DKK million 2025 2024 Goodwill allocated to cash-generating units Netcompany A/S1 1,775.3 1,775.3 Netcompany Norway AS 118.7 118.7 Netcompany UK Ltd.2 214.7 214.7 Netcompany Netherlands B.V. 34.9 34.9 Netcompany S.A. 1,108.4 1,108.4 Netcompany Banking Services A/S 606.4 0.0 Total goodwill allocated 3,858.4 3,252.0 Other intangibles allocated to cash-generating units Netcompany A/S1 157.9 159.6 Netcompany S.A. 304.1 297.1 Netcompany Banking Services A/S 345.9 0.0 Total other intangibles allocated 807.9 456.7 15Note Goodwill 160 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Invested capital
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Sensitivity analysis There are no indications of impairment based on current assumptions, and the key assumptions are not sensitive to reasonably possible changes that would result in an impairment loss. Sensitivity analyses are per - formed on a value-in-use, after-tax basis. Netcompany shares were priced at DKK 358 per share at 31 December 2025, equal to a market capitalisation of DKK 17,005 million, which was 0.3% higher than market capitalisation at 31 December 2024. Market capitalisation at DKK 17,005m exceeds the book value of equity at DKK 3,488.4m by DKK 13,516.6m equal to 387.5%. § Accounting principles On initial recognition, goodwill is measured as the amount by which the total of the fair value of the consideration transferred, the value of non-controlling interests, and the fair value of any previously held equity interests exceeds the fair value of the identifiable net assets acquired, adjusted for deferred tax. The recognised goodwill amount is allocat- ed to the activities of the Group generating separate payments, which represents the lowest level of cash-generating units (CGUs). Determination of CGUs complies with the management structure and management ac- counting and reporting of the Group. The useful lives of goodwill are indefinite and not amortised but tested at least once a year for impairment. Goodwill derives from busi- ness acquisitions. Impairment Goodwill acquired through business combina- tions are impairment tested at least annually and when circumstances indicate that the carrying amount may be impaired. The tests are performed at the lowest level of the CGUs representing different business acquisitions. The carrying amount of intangible assets with definite useful lives is examined at the bal- ance sheet date in order to determine wheth- er there is any indication of impairment. If this is the case, the recoverable amount of the asset is determined in order to determine the need for any write-down and the extent thereof. If the asset does not generate a cash flow in- dependently of other assets, the recoverable amount is determined for the smallest CGUs of which the asset forms part. The recoverable amount is determined as the highest of the asset’s or the CGU’s fair value, net of selling costs, and the value in use. To determine the value in use, estimated fu- ture cash flows are discounted to net present value by applying a discount rate that reflects current market assessments of the time value of money and the particular risks related to the CGU, and for which no adjustments have been made in such estimated future cash flows. If the recoverable amount of the asset is lower than the carrying amount, the carry- ing amount is written down to the recover- able amount. For CGUs, the write-down for impairment is allocated so that goodwill is written down first, and then any remaining impairment loss is allocated to the other as- sets of the unit. However, the individual asset may not be written down to an amount below its fair value net of any expected selling costs. Impairment losses are recognised in the in- come statement. On any subsequent reversal of impairment losses for intangible assets arising from changes in the assumptions used to determine the recoverable amount, the asset’s carrying amount is adjusted to the re- coverable amount, not exceeding the carrying amount that the asset would have had if the impairment write-down had not been made. Impairment losses on goodwill may not be reversed. Significant estimates Goodwill is not amortised but tested at least once a year for impairment. The determination of the recoverable amount of a CGU to which goodwill is allocated re- quires considerable Management judgement in determining the various assumptions, such as cash flow projections, discount rates and terminal growth rates. The sensitivity of the estimated measurement of these as- sumptions, combined or individually, can be significant. Furthermore, the use of different estimates or assumptions when determining the fair value of such assets may result in dif- ferent values and could result in impairment in future periods. 15Note Sensitivity analysis Allowed increase in discount rate after tax Allowed decline in growth in budget period Allowed decline in margin in budget period Netcompany A/S 24.1pp 33.3pp 16.8pp Netcompany Norway AS 25.5pp 33.8pp 11.3pp Netcompany UK Ltd. 27.4pp 32.1pp 10.8pp Netcompany Netherlands B.V. 8.7pp 15.3pp 3.2pp Netcompany S.A. 4.5pp 13.2pp 4.1pp Netcompany Banking Services A/S 31.3pp 25.9pp 12.3pp Goodwill (continued) 161 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Invested capital
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DKK million Development projects under construction Technology and software Trademark Order backlog Customer relationships Total other intangible assets Cost at 1 January 2025 29.8 400.6 203.3 44.7 358.6 1,037.0 Additions arising from business combinations 0.0 32.9 0.0 0.0 333.7 366.6 Additions 121.9 0.0 0.0 0.0 0.0 121.9 Transfers -18.1 18.1 0.0 0.0 0.0 0.0 Disposals 0.0 -11.0 0.0 0.0 0.0 -11.0 Exchange rate adjustments 0.0 -0.4 0.0 0.0 0.0 -0.4 Cost at 31 December 2025 133.6 440.2 203.3 44.7 692.3 1,514.1 Amortisation at 1 January 2025 0.0 -168.8 -110.5 -40.8 -260.1 -580.3 Amortisation for the year 0.0 -84.9 -8.4 -1.6 -42.4 -137.3 Disposals 0.0 11.0 0.0 0.0 0.0 11.0 Exchange rate adjustments 0.0 0.4 0.0 0.0 0.0 0.4 Amortisation at 31 December 2025 0.0 -242.4 -119.0 -42.4 -302.5 -706.2 Carrying amount at 31 December 2025 133.6 197.7 84.3 2.3 389.9 807.9 DKK million Development projects under construction Technology and software Trademark Order backlog Customer relationships Total other intangible assets Cost at 1 January 2024 31.0 307.5 203.3 44.7 358.6 945.1 Additions 21.7 69.3 0.0 0.0 0.0 91.0 Transfers -22.9 22.9 0.0 0.0 0.0 0.0 Exchange rate adjustments 0.0 0.9 0.0 0.0 0.0 0.9 Cost at 31 December 2024 29.8 400.6 203.3 44.7 358.6 1,037.0 Amortisation at 1 January 2024 0.0 -98.8 -92.2 -39.1 -233.9 -464.1 Amortisation for the year 0.0 -70.1 -18.3 -1.7 -26.2 -116.3 Exchange rate adjustments 0.0 0.1 0.0 0.0 0.0 0.1 Amortisation at 31 December 2024 0.0 -168.8 -110.5 -40.8 -260.1 -580.3 Carrying amount at 31 December 2024 29.8 231.7 92.8 3.9 98.5 456.7 In 2025, internal development of DKK 121.9m (DKK 91m) was capitalised as either technol- ogy and software or development projects under construction. The impairment tests performed at the end of 2025 estimated the recoverable amounts to be higher than the carrying amounts of all CGUs and therefore no impairment loss has been recognised in 2025. There is no indica- tion of impairment. § Accounting principles Development projects under construction Development projects under construction consist of costs such as salaries that are di- rectly attributable to the development project not yet completed, recognised from the time at which the development project first quali- fies for recognition as an asset. Development projects under construction are not subject to amortisation but are tested for impairment once a year and transferred to technology and software when completed. Technology and software Additions under technology and software relate to acquired technology or costs of finalised developed software. Transfer from development projects under construction is performed when the developed project quali- fies for recognition as an asset. 16Note Other intangible assets 162 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Invested capital
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Useful lives of developed software are finite and assets are amortised on a straight-line basis over their estimated useful lives: ■ Software: 3-5 years The estimated useful life and amortisation method are reviewed at the end of each reporting period, including consideration of climate-related risks, to the effect that any changes in estimates are accounted for on a prospective basis. Other intangible assets Other intangible assets acquired in a business combination consist of technology, order backlog, customer relationships and trade- mark. Intangible assets acquired in a busi- ness combination are recognised separately from goodwill and are initially recognised at their fair value at the acquisition date (which is regarded as their cost). Subsequent to ini- tial recognition, acquired intangible assets are reported at cost less accumulated amortisa- tion and accumulated impairment losses. The useful lives of other intangible assets are finite and are amortised on a straight-line ba- sis over their estimated useful lives: ■ Technology: 5 years ■ Trademark: 3-20 years ■ Order backlog: 2-5 years ■ Customer relationships: 5-10 years Acquisitions in 2025 Netcompany completed the acquisition of SDC A/S through a taxable merger, where- by the former SDC entity was merged into a newly formed company – Netcompany Banking Services A/S, fully owned by Netcompany. SDC A/S was a Danish IT pro- vider delivering core banking systems to Nordic banks. The transaction was closed on 1 July and val- ued SDC A/S at DKK 1bn, which was paid in cash on 1 July 2025 by Netcompany Banking Services A/S to SDC’s shareholders. The fair value for each asset and liability rec- ognised at closing, is presented in the table on the next page. Fair value of receivables and financial liabil- ities has been measured at the contractual amount expected to be received or paid. In addition, collectability has been taken into consideration on trade receivables. Based on the measurement of identifiable assets and liabilities at their fair values, the difference between the total consideration and the fair value of the identified net assets was calculated at DKK 606.4 million, which represents the goodwill from the acquisition of SDC A/S. The entire goodwill balance is tax deductible. In addition, the consideration paid for the business combination included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of Netcompany Banking Services. These benefits are not recognised separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Acquisitions in 2024 The Group made no acquisitions during 2024. Special items The Group has incurred acquisition costs of DKK 39.1 million in 2025 (DKK 2.7 million), which are included in special items. Useful lives have been estimated for each acquired company and identified intangible assets. Impairment Other intangibles acquired through business combinations and development projects under construction are impairment tested at least annually and when circumstances indicate that the carrying amount may be im- paired. The tests are performed at the lowest level of the CGUs representing different busi- ness acquisitions. For further accounting prin- ciples regarding impairment and impairment tests, please refer to accounting principles in note 15. Significant estimates The determination of the recoverable amount of a CGU to which other intangible assets are allocated requires significant Management judgement in determining the various as- sumptions, such as cash flow projections, discount rates and terminal growth rates. The sensitivity of the estimated measurement of these assumptions, combined or individual- ly, can be significant. Furthermore, the use of different estimates or assumptions when determining the fair value of such assets may result in different values and could result in impairment in future periods. 16Note 17NoteOther intangible assets (continued) Business Combinations 163 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Invested capital
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Assets and liabilities acquired (DKK million) SDC A/S Non-current assets Technology and software 32.9 Customer relationships 333.7 Equipment 2.4 Leasehold improvements 1.1 Right of use assets 99.4 Deposit 8.1 Investment in associates 66.1 Current assets Inventories 0.6 Trade receivables 171.5 Contract work in progress 127.2 Other receivables 10.7 Prepayments 29.8 Cash and cash equivalents 314.0 Non-current liabilities Leasing liabilities 82.6 Current liabilities Leasing liabilities 16.8 Pre-billed invoices 372.3 Trade payables 145.3 Other debts 94.8 Provisions 92.0 Total identifiable net assets at fair value 393.6 Goodwill 606.4 Total consideration paid 1,000.0 Identified assets and liabilities Technology and software, DKK 32.9 million A part of SDC A/S' revenue is based on technology platforms developed within the banking sector that generate direct revenue streams, based on transaction volumes and system usage. These transaction- based revenue streams have been specifically included in the technology asset valuation as they represent ongoing value generation directly attributable to the underlying technology platforms. The fair value of these revenue-generating platforms has been assessed based on the relief from royalty method. The royalty method has been based on the next 5 years sales forecast, using a deemed license fee rate of 15% and discounted with the internal required rate of return of 14.2% p.a. after tax, The calculated fair value has been increased with a tax amortisation benefit factor of 1.2. Customer relationships, DKK 333.7 million Fair value of customer relationships has been determined on the basis of forecasted NOPLAT from acquisition date in July 2025 to 2035 adjusted for an expected churn-rate and discounted with the internal required rate of return of 14.2% p.a. after tax. The calculated fair value has been increased with tax amortisation benefit factor of 1.2 17Note Impact on revenue and profit / loss from acquired business in 2025 (DKK million) Revenue Profit Netcompany Banking Services A/S (since acquisition date, 1 July 2025) 938.5 -149.3 Netcompany Banking Services A/S (estimated full year) 1,743.2 -222.4 Consolidated results if SDC A/S was included in full year 8,696.4 183.9 Business Combinations (continued) 164 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Invested capital
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§ Accounting principles Investment property, principally comprising land, is held by the Group for long-term rental yields. Investment property is measured at cost less impairment losses. When the car- rying amounts of the investment property exceed their recoverable amounts, the differ- ence (impairment) is charged directly to profit or loss. Land classified as investment property is not depreciated. DKK million 2025 2024 Cost at 1 January 2.5 2.5 Cost at 31 December 2.5 2.5 Carrying amount at 31 December 2.5 2.5 18Note17Note § Accounting principles Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the consideration transferred for assets acquired and liabilities assumed in the business combination mea- sured at fair value on acquisition date. The most significant assets acquired gen- erally comprise goodwill, technology and software and customer relationships. Management estimates the fair value, as no active market exists for the majority of ac- quired assets and liabilities. The consideration paid for a business con- sists of the fair value of the agreed consid- eration in the form of the assets transferred, equity instruments issued, and liabilities as- sumed at the date of acquisition. If part of the consideration is contingent on future events, such consideration is recognised at fair value. Subsequent changes in the fair value of con- tingent consideration are recognised in the in- come statement. A positive excess (goodwill) of the consideration transferred over the fair value of the identifiable net assets acquired is recorded as goodwill. If uncertainties regard- ing identification or measurement of acquired assets, liabilities or contingent liabilities or de- termination of the consideration transferred exist at the acquisition date, initial recognition will be based on provisional values. Any adjustments to the provisional values, including goodwill, are made retrospectively within 12 months after the acquisition date, and comparative figures are restated ac- cordingly. Any adjustments made after the 12-month measurement period have been, and will be, recognised in profit or loss as fair value adjustments to the consideration payable. Significant estimates Key assumptions for the methods applied in determining the fair value are based on the present value of future cash flows, churn rates or the expected cash flows related to the specific asset. Estimates and methodolo- gies used can have a material impact on the respective values and ultimately the amount of the fair values recognised for identifiable assets and liabilities of the acquired business. Investment propertiesBusiness Combinations (continued) 165 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Invested capital
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Leasehold improvements Equipment Right-of-use assets TotalDKK million Buildings Cars Other Cost at 1 January 2025 141.6 202.1 1,002.2 99.7 0.7 1,446.4 Remeasurements 0.0 0.0 17.5 5.1 0.0 22.6 Additions, business combinations 1.1 2.4 99.4 0.0 0.0 102.9 Additions 47.8 57.4 152.0 45.1 0.0 302.4 Disposals -4.3 -0.6 -41.8 -10.3 -0.4 -57.4 Exchange rate adjustments -1.6 0.0 -5.0 0.6 0.0 -6.0 Cost at 31 December 2025 184.6 261.3 1,224.4 140.3 0.3 1,810.9 Depreciation at 1 January 2025 -68.9 -144.7 -287.2 -50.6 -0.6 -552.0 Depreciation for the year -21.4 -37.0 -135.1 -24.7 -0.1 -218.2 Impairment 0.0 0.0 -73.1 0.0 0.0 -73.1 Disposals 4.3 0.2 39.5 10.5 0.1 54.7 Exchange rate adjustments 0.5 0.1 2.5 -0.1 0.2 3.2 Depreciation at 31 December 2025 -85.4 -181.5 -453.4 -64.8 -0.3 -785.4 Carrying amount at 31 December 2025 99.2 79.9 770.9 75.4 0.0 1,025.5 Leasehold improvements Equipment Right-of-use assets TotalDKK million Buildings Cars Other Cost at 1 January 2024 123.4 247.7 983.5 66.7 0.7 1,422.0 Remeasurements 0.0 0.0 9.7 -0.9 0.0 8.8 Additions 22.8 32.1 32.2 43.5 0.0 130.5 Disposals -5.0 -78.6 -22.4 -11.2 0.0 -117.3 Exchange rate adjustments 0.4 1.0 -0.7 1.6 0.0 2.3 Cost at 31 December 2024 141.6 202.1 1,002.2 99.7 0.7 1,446.4 Depreciation at 1 January 2024 -58.0 -187.9 -193.5 -37.7 -0.5 -477.6 Depreciation for the year -15.8 -34.4 -113.7 -24.1 -0.1 -188.0 Disposals 5.0 78.0 19.8 11.2 0.0 114.0 Exchange rate adjustments -0.2 -0.4 0.2 0.0 0.0 -0.4 Depreciation at 31 December 2024 -68.9 -144.7 -287.2 -50.6 -0.6 -552.0 Carrying amount at 31 December 2024 72.7 57.4 715.0 49.2 0.1 894.4 As of 1 July 2025, Netcompany acquired SDC A/S (through a merger with Netcompany Banking Services) and DKK 102.9m was recognised as additions through business combinations to the other tangible assets. For strategic purposes and to harvest synergies, Management decided that NBS should leave their old headquarter in Ballerup and instead work out from the Netcompany Corporate HQ in Strandgade. As a result, the right-of-use as- set in Ballerup was impaired to zero in 2025. The impairment was recognised as a special item in the income statement. Short-term / low-value right-of-use assets The Group has entered into leases considered as short-term or low-value asset leases. Total expenses relating to short-term and low-val- ue asset leases recognised in the income statement amounted to DKK 1.6 million and DKK 2.7 million (DKK 8.3 million and DKK 2.7 million), respectively. All other lease contracts are recognised in the statement of financial position according to IFRS 16. Future cash outflow from lease contracts The Group entered into new lease agree- ments in 2025, primarily for office space in Denmark, with lease terms commencing in 2026. The future cash outflows related to these leases amounted to DKK 89.3 million (DKK 1.4 million). 19Note Other tangible assets 166 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Invested capital
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DKK million Form of enterprise Ownership Equity 20251 Result 20251 Smarter Airports A/S, Copenhagen, Denmark A/S 50% 218.7 -30.1 1 The final and audited financial figures for 2025 have not yet been published by Smarter Airports. DKK million 2025 2024 Cost at 1 January 130.0 130.0 Additions 20.0 0.0 Cost at 31 December 150.0 130.0 Revaluation at 1 January -51.4 -40.5 Changes to previous years -2.1 0.0 Net profit / loss for the year -15.1 -12.8 Calculated elimination of unrealised internal profit 2.4 1.9 Revaluation at 31 December -66.1 -51.4 Carrying amount at 31 December 83.9 78.6 Subleases The Group recognised DKK 1.5 million (DKK 1.4 million) income from subleased right-of- use assets in 2025. § Accounting principles Equipment and leasehold improvements Equipment and leasehold improvements are measured at cost less accumulated deprecia- tion and impairment losses. Cost comprises the acquisition price, costs directly attributable to the acquisition, and preparation costs of the asset until the time when it is ready to be put into operation. The basis of depreciation is cost less estimat- ed residual value after the end of the useful life. Straight-line depreciation is made on the basis of the estimated useful lives of the assets: ■ Equipment: 3-5 years ■ Leasehold improvements: 5-7 years Depreciation methods, useful lives and resid- ual values are reviewed annually. Gains and losses from the sale of equipment are calculated as the difference between selling price less selling costs and carrying amount at the time of sale. Gains or losses are recognised in the income statement in the functions to which the assets relate. Gains and losses related to divestments are recognised as other operating income. Right-of-use assets Right-of-use assets comprise leased offices, cars and office machines. Right-of-use as- sets are measured at cost less accumulated depreciation and impairment losses adjusted for any remeasurements of the lease liabil- ity where initial cost is equal to the initial amount of the related lease liability. Depreciation is recognised on a straight-line basis on the basis of the underlying contracts which have terms of 1-12 years. Significant estimates When lease contracts related to right-of-use asset leases do not deem a fixed period or when a minimum period has been reached, the determination of the expected future periods requires considerable Management estimates. The sensitivity of such estimates can be significant and may result in changes to right-of-use assets and lease liabilities. Management determines the expected lease term based on strategic considerations and the relative size and importance of the under- lying lease. 19Note 20NoteOther tangible assets (continued) Investments in joint venture 167 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Invested capital
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Reconciliation of investments DKK million 2025 2024 Profit after tax (proportional share) -15.1 -12.8 Net assets (proportional share) 109.4 106.5 Calculated elimination of unrealised internal profit Accumulated from previous years -27.9 -29.8 Current year 2.4 1.9 Eliminations at 31 December -25.5 -27.9 Carrying amount at 31 December 83.9 78.6 No indications of impairment were present at balance sheet date. Impairment testing of investments Impairment tests are performed if indications of impairment are present. If the carrying amount is found to be greater than the im- plied fair value, then impairment has oc- curred, and the book value of the joint venture is written down to its recoverable amount. The recoverable amount is the highest of net selling price and value in use. Significant judgements The classification of the joint venture is based on an assessment of the contractual and operational relationship between the par- ties. This includes assessing the conditions in shareholder agreements, contracts etc. Consideration is also given to the extent to where each party can govern the financial and operating policies of the entity, how the operation of the entity is designed, and which party possesses the relevant knowledge and competences to operate the entity. Another factor relevant to this assessment is the extent to which each of the parties can direct the activities and affect the returns, for example by means of rights, reserved matters, or casting votes. Financial information for Smarter Airports DKK million2 2025 2024 Revenue 38.5 32.9 Amortisation -29.3 -28.9 Financial income 0.1 0.1 Financial expenses -1.3 -1.8 Profit before tax -30.1 -32.7 Tax on profit for the year 0.0 3.0 Total comprehensive income / loss -30.1 -29.7 Non-current assets 230.7 241.8 Current assets 24.0 21.3 Cash and cash equivalents 3.0 8.6 Non-current liabilities 16.1 48.7 Current liabilities 19.8 5.5 Net assets 218.7 208.8 2 The information disclosed reflects the amounts presented in Smarter Airports A/S and not Netcompany’s share of those amounts. 2025 figures have not been audited and have thus not been finalised. Smarter Airports A/S was founded by Netcompany A/S and Copenhagen Airports A/S on 9 October 2020. Netcompany has agreed that the initial DKK 12 million of dividends will be distributed as preferred dividends to the other shareholder of Smarter Airports A/S. During the year, Netcompany carried out a capital increase of DKK 20m, consisting of DKK 17m converted from debt to equity and a cash capital increase of DKK 3m, without any changes in ownership of voting rights § Accounting principles The joint venture is recognised using the equi- ty method so that the carrying amount of the joint venture constitutes the Group’s propor- tional share of the net assets of the enterprise less unrealised internal profit. Profit after tax of the joint venture less unrealised internal profit has been recognised as a separate line item in the statement of comprehensive income. A joint venture with negative net asset value is included without any value. The carrying amount of investment in joint ven- ture is examined at the balance sheet date in order to determine if there is any indication of impairment. 20Note Investments in joint venture (continued) 168 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Invested capital
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Reconciliation of investments DKK million 2025 2025 2024 2024 Festina Finance Other Festina Finance Other Profit after tax (proportional share) 0.4 0.1 -0.9 1.1 Net assets (proportional share) 8.1 9.3 8.3 9.1 Identified assets at acquisition (revalued) Goodwill 99.5 0.0 75.2 0.0 Technology 21.8 0.0 14.4 0.0 Customer relationship 14.8 0.0 8.1 0.0 Deferred tax -8.0 0.0 -5.0 0.0 Carrying amount at 31 December 137.7 9.3 99.8 9.1 share of the net assets of the enterprise ad- justed for re-assesments or any adjustments or amortisation related to purchase price allocations. Profit after tax of associates is recognised as a separate line item in the statement of com- prehensive income. Impairment testing and investments Impairment tests are performed if indications of impairment are present. If the carrying amount is found to be greater than the implied fair value, then impairment has occurred, and the book value of the associates are written down to recoverable amount. The recoverable amount is the highest of net selling price and value in use. No indications of impairment were present at balance sheet date. Principal place of business Ownership Festina Finance A/S Copenhagen, Denmark 24% Advanced Transport Telematics S.A. Athens, Greece 50% Incelligent I.K.E. Athens, Greece 20% Investments DKK million 2025 2024 Cost at 1 January 112.0 112.0 Additions 40.0 0.0 Additions from business combinations 66.1 0.0 Disposals -66.1 0.0 Cost at 31 December 152.0 112.0 Revaluation at 1 January -3.1 2.5 Revaluation prior years -0.4 0.1 Net profit / loss for the year 0.4 -4.0 Amortisation of technology and customer relationships -2.5 -2.2 Deferred tax related to amortisation 0.6 0.5 Revaluation at 31 December -5.1 -3.1 Carrying amount at 31 December 147.0 109.0 Local financial information1 DKK million 2025 2025 2024 2024 Festina Finance Other Festina Finance Other Revenue 249.3 41.4 171.2 32.6 Profit after tax -1.3 4.2 -22.2 0.8 Other comprehensive income 0.0 0.0 0.0 0.2 Total comprehensive income -1.3 4.2 -22.2 1.0 Non-current assets 25.1 1.1 2.2 4.0 Current assets 82.7 51.9 106.2 46.1 Non-current liabilities 0.0 12.4 0.0 18.8 Current liabilities 67.4 19.5 66.7 18.6 Net assets/Equity 40.4 21.0 41.7 12.6 1 The information disclosed reflects the unaudited amounts presented in local reporting and not Netcompany’s share of those amounts. In September 2023, we acquired a 20 percent stake in Festina Finance A/S to form a strate- gic partnership enhancing Netcompany’s ser- vice offerings in the financial service industry. During 2025, Netcompany acquired additional 4% for DKK 40m. As a consequence of the merger between Netcompany Banking Services (NBS) and SDC, NBS was required to immediately divest its 17.3% ownership in JN Data DKK 66.1m, in accordance with the terms of the shareholder agreement. § Accounting principles Associates are entities in which Netcompany has significant influence but not control. All associates are recognised using the equity method so that the carrying amount of an as- sociate constitutes the Group’s proportional 21Note Investments in associates 169 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Invested capital
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Unlisted securities DKK million 2025 2024 Edap-Etep Kritis 0.1 0.1 Akropolis Park 0.0 0.0 Marathon II Aedakes 0.9 0.8 Odyssey Partners S.C.A. SICAR 0.1 0.5 Total unlisted securities 1.0 1.3 Gains/losses recognised in other comprehensive income 0.0 0.0 § Accounting principles The Group has a number of investments in unlisted entities, which are not accounted for as subsidiaries, associates or jointly con- trolled entities. For those investments, the Group has made an irrevocable election to classify the investments at fair value through other comprehensive income rather than through profit or loss as the Group considers this presentation to be the most representa- tive of the business model for these assets. Information about the method and assumptions used in determining fair value is provided in note 35. All the financial assets at fair value through other comprehensive income are denomi- nated in Euro. 22Note Financial assets at fair value through other comprehensive income 170 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Invested capital
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Trade receivables and work in progress compared to revenue % Contract work in progress 22.0% Revenue 100.0% Trade receivables 17.4% 2025 Contract work in progress 20.9% Revenue 100% Trade receivables 16.3% 2024 Section 4 Working capital & Capital structure Trade receivables 172 Contract work in progress 173 Cash and cash equivalents 175 Share capital 175 Borrowings 176 Pension obligations 177 Other payables 178 Provisions 178 Non-cash items 179 Working capital changes 179 Financial risks and financial instruments 180 Financial liabilities – maturity analysis 182 Fair value hierarchy 183 David Kliment, Consultant 171 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Development in aging of trade receivables DKK million 2025 2024 Not overdue 0-30 days overdue 31-60 days overdue 61-90 days overdue Over 90 days overdue 989.4 978.1 227.2 167.7 34.1 68.2 19.1 30.9 106.4 39.3 DKK million 2025 2024 Trade receivables at 1 January 1,282.6 1,261.8 Trade receivables at 31 December 1,373.1 1,282.6 Aging of trade receivables DKK million 2025 2024 Aging of receivables that are not impaired Trade receivables, not overdue 989.4 978.1 Trade receivables, 0-30 days overdue 227.2 167.7 Trade receivables, 31-60 days overdue 34.1 68.2 Trade receivables, 61-90 days overdue 19.1 30.9 Trade receivables, over 90 days overdue 106.4 39.3 Total trade receivables excl. expected credit loss 1,376.1 1,284.3 Expected credit loss -3.0 -1.6 Total trade receivables 1,373.1 1,282.6 The carrying amount of the trade receivables is assumed to approximate the fair value. For a description of credit risk please refer to note 33. At 31 December 2025, the Group recognised an expected credit loss of DKK 3.0 million (DKK 1.6 million) and no credit losses incurred during the year (DKK 1.4 million). § Accounting principles Trade receivables comprise receivables from sales. Trade receivables are measured at fair value on initial recognition and subsequently at amortised cost, usually equalling nominal value less any expected credit losses. 23Note Trade receivables 172 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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2025 DKK million Invoiced amount Total contract work in progress Selling price of work performed 3,964.2 675.9 -3,288.3 2024 DKK million 3,964.2 Invoiced amount Total contract work in progress Selling price of work performed 4,132.2 537.3 -3,594.9 2025 Net value – calculated on a contract-per-contract basis – is presented in the statement of financial position as follows: DKK million Pre-billed invoices Total contract work in progress Contract work in progress 675.9 -1,061.3 1,737.2 2024 Net value – calculated on a contract-per-contract basis – is presented in the statement of financial position as follows: DKK million Pre-billed invoices Total contract work in progress Contract work in progress 537.3 -828.7 1,366.0 At 31 December 2025, the Group has rec- ognised a provision for project risks of DKK 78.1 million (DKK 2.1 million). Please refer to note 30. Revenue recognised Work in progress in the beginning of the year amounted DKK 537.3 million (DKK 702.6 million). The recognition of revenue is impacted by Management’s estimates and judgement regarding contract work in progress, partic- ularly in determining the stage of completion and the expected profitability of individual projects. As a result, revenue recognised in subsequent years may be affected by changes in estimates relating to revenue rec- ognised in previous years Revenue recognised from contract work in progress in 2025 and 2024 has not been im- pacted by any significant changes to the rev- enue recognised in previous years. 24Note Contract work in progress 173 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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Contract work in progress – future performance obligations DKK million 2025 2024 <1 year 1-5 years >5 years 1,203.2 832.0 719.8 383.0 0.0 0.0 Future performance obligations Future performance obligations derive solely from fixed price contracts. Future perfor- mance obligations represent contractual val- ues less revenue recognised at 31 December 2025 for the Group’s fixed price projects at year end. As of 31 December 2025, the Group had future performance obligations of DKK 1,923 million on open fixed price projects out of a total of DKK 5,887.2 million (DKK 1,214.9 million on open fixed price projects out of a total of DKK 5,347.2 million). The assessment of the timing of expected rev- enue recognised from the future performance obligations is subject to some uncertainty. § Accounting principles Contract work in progress consists of client-related assets and liabilities Contract work in progress is measured at the selling price of the work carried out less pre- payments received at the balance sheet date. The selling price is measured based on the stage of completion and the total estimat- ed income from the individual contracts in progress. Usually, the stage of completion is determined as the ratio of actual to total bud- geted consumption of resources. For some projects where the consumption of resources cannot be applied as a basis, the ratio be- tween completed and total sub-activities of the individual projects have been applied. If the selling price of a project cannot be reli- ably determined, it is measured at the lower of the costs incurred and net realisable value. If prepayments received exceed the selling price on a contract-by-contract basis, the excess amount is recognised as a liability in “Pre-billed invoices”. Contract work in progress consists of fixed price projects, time-and-material contracts and licenses. Contract work in progress is identified on a contract-by-contract assess- ment and recognised either at a point in time or over time. Fixed price projects are mea- sured on a percentage of completion basis and are recognised over time. Revenue from time-and- material contracts is recognised over time as hours are worked and direct ex- penses are incurred. Licenses are recognised either over time or at a point in time depend- ing on the nature of the license sold. Significant estimates Contract work in progress for fixed priced contracts is measured at the selling price of work completed at the balance sheet date, and the selling price is calculated on the ba- sis of contracted income and the determined stage of completion. Stage of completion is determined based on estimates of future hours and other project costs including sub- contractors. The Group reviews its contract portfolio on a regular basis. If circumstances arise that change the original estimates of the selling price of the contracts or costs, revi- sions to estimates are made. These revisions may result in increases or decreases in esti- mated revenues or costs, and such revisions are reflected in the income statement in the period in which the circumstances giving rise to the revisions become known by the Group. Significant judgements The number of performance obligations (de- liveries) of the contracts is decided by per- forming a judgement for each delivery with a judgement of whether a contract should be unbundled into separate performance obligations or several contracts should be combined and seen as one performance obligation. 24Note Contract work in progress (continued) 174 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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The share capital amounts to DKK 47,500,000 divided into shares of DKK 1 each or multiples thereof. The Company’s shares are traded on Nasdaq OMXC Large Cap in denominations of DKK 1. No shares confer any special rights upon any shareholder. No shares are subject to restrictions on transferability or voting rights. Purchase of treasury shares for the long-term Incentive Programme is expected to occur on a yearly basis. Transfer of shares related to the RSU programme will likewise vest on a yearly basis. For a specification of granted RSUs please refer to note 7. § Accounting principles The carrying amounts of cash and cash equivalents are assumed to equal the fair value. The Group’s cash and cash equivalents consist of deposits in well-reputed banks that § Accounting principles Treasury shares that are reacquired are rec- ognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any dif- ference between the carrying amount and the consideration, if reissued, is recognised in the share premium. DKK million 2025 2024 Deposits in banks 287.5 250.9 Total cash and cash equivalents 287.5 250.9 2025 2024 Number of shares 47,500,000 50,000,000 Number of votes 47,500,000 50,000,000 Netcompany treasury shares 2025 2024 No. % No. % Number of treasury shares at 1 January 2,747,635 5.5% 429,144 0.9% Cancellation of treasury shares -2,500,000 -5.0% 0 0.0% Purchase of treasury shares 1,564,919 3.3% 2,379,804 4.8% Transfers related to RSU programme -89,139 -0.2% -61,313 -0.1% Number of treasury shares at 31 December 1,723,415 3.6% 2,747,635 5.5% are held for the purpose of meeting short- term cash commitments. Therefore, cash and cash equivalents are not considered to be subject to specific credit risks. 25Note 26NoteCash and cash equivalents Share capital 175 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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DKK million 2025 2024 Non-current liabilities1 1,575.7 1,573.9 Current liabilities 1,037.8 37.3 Total borrowings 2,613.5 1,611.1 1 According to the Group loan agreement, Netcompany has the opportunity to voluntarily make instalments at the Group’s discretion before the loan initially matures in 2027. DKK million Currency Maturity Type of interest Amortised loan cost Nominal value Carrying amount Bank loan DKK 2027 Floating 4.3 1,580.0 1,575.7 Bank loan DKK 2026 Floating 0.5 1,000.0 1,000.5 Bank loan EUR 2026 Floating 0.0 37.3 37.3 2025 4.8 2,617.3 2,613.5 DKK million Currency Maturity Type of interest Amortised loan cost Nominal value Carrying amount Bank loan DKK 2027 Floating 6.1 1,580.0 1,573.9 Bank loan EUR 2025 Floating 0.0 37.3 37.3 2024 6.1 1,617.3 1,611.1 In 2022, Netcompany entered into a new Group facility agreement with a maturity in 2025. In April 2023 and April 2024, the loan was extended twice by one year and follow- ing extensions matures in May 2027. In 2025, DKK 1,000m was drawn from the Group's additional facility to settle the trans- action with SDC A/S 1 July 2025. Netcompany expect to refinance the facilities during 2026 and the current liabilities of DKK 1,000m is expected to be prolonged. For further details on borrowings please refer to note 33. The fair value of bank loans excluding capital- ised loan costs is deemed to approximate the nominal value of the loans. According to the loan agreement, all distri- bution of dividend has to be approved by the lender. § Accounting principles On initial recognition, borrowings are mea- sured at fair value less related transaction costs paid. Subsequent to initial recognition, borrowings are measured at amortised cost using the effective interest method. Any difference between the proceeds initially re- ceived and the nominal value is recognised in financial expenses over the term of the loan. 27Note Borrowings 176 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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Present value of obligation DKK million 2025 2024 Carrying amount at 1 January 25.4 20.7 Interest on obligation 0.7 0.7 Service costs 3.6 1.5 Recognised in the income statement 4.2 2.3 Actuarial gains and losses from change in financial assumptions -0.1 1.5 Actuarial gains and losses from experience 0.4 0.9 Recognised in other comprehensive income 0.4 2.4 Benefits paid to employees -2.4 0.0 Exchange rate adjustment 0.0 0.2 Other changes -2.4 0.2 Carrying amount at 31 December 27.6 25.4 Presented in the statement of financial position DKK million 2025 2024 Non-current liabilitie 25.9 23.7 Current liabilities 1.7 1.7 Carrying amount at 31 December 27.6 25.4 Netcompany contributes to defined benefit and contribution plans in Greece. On the de- fined contribution plans, Netcompany has no further payment obligations once the contri- butions are paid. On the Group’s defined ben- efit plans, the responsibility for the pension obligation towards the employees' rests with Netcompany. § Accounting principles The regular contributions for defined contribution plans constitute net periodic costs for the year in which they are due and as such are included in staff costs. The lia- bility in respect of defined benefit pension or retirement plans is the present value of the defined benefit obligation at the balance sheet date. Independent actuaries using the projected unit credit method calculate the defined ben- efit obligation annually. Actuarial gains and losses arising from experience, adjustments and changes in actuarial assumptions are charged or credited to equity in other com- prehensive income in the period in which they arise. Past service costs are recognised im- mediately in profit or loss. Termination benefits are payable when em- ployment is terminated before the normal re- tirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group 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. Benefits falling due more than 12 months after balance sheet date are dis- counted to present value. Significant estimates In determining pension obligations, Management makes use of external and in- dependent actuaries as the basis for the esti- mates applied in measuring the obligations. Actuarial assumptions applied 2025 2024 Discount rate 2.8% 2.6% Future salary increases 3.0% 3.0% Sensitivity analysis DKK million 2025 2024 Defined benefit pension obligation 27.6 25.4 Discount rate Increase of 0.5 percentage point 27.0 24.8 Decrease of 0.5 percentage point 28.3 26.0 Salary increase Increase of 0.5 percentage point 28.3 25.9 Decrease of 0.5 percentage point 27.0 24.9 The table above illustrates the change in the gross obligation relating to defined benefit plans from a change in the key actuarial assumptions. The analysis is based on fairly probable changes, provided that the other parameters remain unchanged. 28Note Pension obligations 177 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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§ Accounting principles Other payables, which include debt to public authorities, employee costs payable and ac- cruals etc. are measured at amortised cost. Accruals for project related costs are DKK million 2025 2024 Wages and salaries, payroll taxes, social security costs, etc. 265.7 205.4 Holiday pay obligation 163.1 114.7 VAT and duties 20.0 110.0 Accrued costs for freelancers and consortium partners 160.5 179.7 Holdback related to acquisition 0.0 0.4 Other costs payable 138.2 106.7 Total other payables 747.5 717.1 DKK million 2025 2024 Non-current liabilities 165.7 0.0 Current liabilities 125.1 2.1 Total provisions 290.8 2.1 recognised as other payables, which upon being invoiced from vendor are categorised as trade payables. For the split between cur- rent and non-current liabilities please refer to note 34. Legal claims Project related Restructuring Total Provisions at 1 January 2025 0.0 2.1 0.0 2.1 Additions arising from business combinations 0.0 92.0 0.0 92.0 Additions in the period 0.0 0.0 227.6 227.6 Utilised in the period 0.0 -16.0 -15.0 -31.0 Provisions at 31 December 2025 0.0 78.1 212.6 290.8 Legal claims Project related Restructuring Total Provisions at 1 January 2024 2.2 14.5 0.0 16.7 Additions arising from business combinations 0.0 0.0 0.0 0.0 Utilised in the period -2.2 -9.9 0.0 -12.1 Reversal in the period 0.0 -2.5 0.0 -2.5 Provisions at 31 December 2024 0.0 2.1 0.0 2.1 30Note29Note ProvisionsOther payables 178 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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DKK million 2025 2024 Unrealised exchange rate adjustments -5.3 -6.2 Exchange rate adjustments on translating foreign subsidiaries 5.4 5.0 Share-based remuneration recognised in the income statement 68.2 55.7 Total non-cash items 68.1 54.5 DKK million 2025 2024 Change in receivables -246.3 -159.3 Change in payables 57.3 304.3 Total working capital changes -189.0 145.0 31Note 32Note § Accounting principles Provisions are recognised when the Group has a present obligation from a past event, an outflow of resources is probable and the amount can be reliably estimated. Provisions expected to be settled after more than 12 months are discounted to present value. Provisions for legal claims relate to disputes arising from ongoing and completed proj- ects. Provisions for onerous contracts are recognised when unavoidable costs exceed expected economic benefits. Restructuring provisions are recognised when the Group has a detailed formal plan and has created a valid expectation that the restructuring will be carried out. Such provisions include costs directly attributable to the restructuring, em- ployee termination benefits, lease exits and contract termination costs. Significant judgement Significant judgement is applied in deter- mining whether a present obligation exists in relation to restructuring, including assessing whether a detailed formal plan has been es- tablished and whether a valid expectation has been created among affected parties. Significant estimates The measurement of provisions for legal claims involves uncertainty in assessing the likelihood and amount of potential outflows of economic resources. Provisions for onerous contracts are subject to estimation uncertain- ty, particularly in relation to project complexity and the existence of disputes regarding proj- ect performance, claims, counterclaims and contract interpretation. The measurement of restructuring provisions involves estimation uncertainty, including the expected costs of employee termination benefits and contract termination cost including uncertainty related to idle tenancy period. 30Note Non-cash itemsProvisions (continued) Working capital changes 179 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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In 2022, the Group completed the sched- uled refinancing of the Group bank debt and entered a sustainability linked loan, with im- proved terms and margins. In April 2023 and April 2024, the loan was extended twice by one year and following extensions matures in 2027. For further details on borrowings please refer to note 27. Financial risk management approach There is no change in Netcompany’s financial risk assessment compared to last year. The Group’s objective at all times is to limit the Group’s financial risks. The Group manages the financial risks and coordinates cash management and manage- ment of interest rate and currency risks based on financial risk policies agreed with the Board of Directors. DKK million 2025 2024 Categories of financial instruments Trade receivables 1,373.1 1,282.6 Other receivables 203.9 183.5 Financial assets measured at amortised cost 1,577.0 1,466.1 Other securities and investments 1.0 1.3 Cash 287.5 250.9 Financial assets measured at fair value through the statement of comprehensive income 288.5 252.2 Trade payables 557.1 343.1 Other payables 747.5 717.1 Borrowings 2,613.5 1,611.2 Lease liabilities 1,026.2 853.4 Financial liabilities measured at amortised cost 4,944.3 3,524.7 Pension obligations 27.6 25.4 Financial liabilities measured at fair value 27.6 25.4 DKK million 2025 2024 Revolver facilities 2,800.0 2,800.0 Acquisition facility 2,000.0 2,000.0 Total Group facility 4,800.0 4,800.0 Utilisation of Group loan Borrowings 1,580.0 1,580.0 Additional facility used for acquisitions 1,000.0 0.0 Guarantees 17.1 0.0 Total utilisation of Group loan 2,597.1 1,580.0 CIBOR/IBOR at 31 December 2.0% 2.70% Margins based on leverage Minimum margin 0.80% 0.80% Maximum margin 1.90% 1.90% Margins based on ESG KPIs Minimum margin -0.05% -0.05% Maximum margin 0.05% 0.05% Total interest rate on utilised Group loan at 31 December 3.2% 3.85% Total interest rate on utilised acquisition facility at 31 December 2.6% N/A Local facilities not included in Group loan Local bank debt 37.3 37.3 Local guarantees 867.1 753.9 Total local facilities utilised not included in Group loan 904.4 791.3 Combined facilities 4,837.3 4,837.3 Combined utilised facilities 2,617.3 1,617.3 Combined guarantees 884.2 753.9 33Note Financial risks and financial instruments 180 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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Liquidity risks The Group aims to maximise the flexibility and minimise risks. At 31 December 2025, the Group had unutilised credit facilities of a total of DKK 1,202.9 million (DKK 1,220 million) ex- cluding an unutilised acquisition facility of DKK 1,000 million (DKK 2,000 million). The Group expect to refinance the facilities during 2026 and the utilised acquisition fa- cility of DKK 1,000 million is expected to be prolonged. Interest rate risks The Group loan carries a floating rate of in- terest, and Management therefore closely follows the development in the IBOR and con- tinuously consider if interest risks should be minimised by hedging the interest rate. The combined committed facilities constitute a total amount of DKK 2,837.3 million (DKK 2,837.3 million), of which DKK 1,617.3 million (1,617.3 million) has been utilised on borrow- ings and DKK 17.1 million (nil) on guarantees. In addition, the Group loan contains an op- tional facility of DKK 2,000 million (DKK 2,000 million) limited to acquisitions. In 2025, DKK 1,000 million of the optional facil- ity was utilised for the acquisition of SDC A/S merged into Netcompany Banking Services. The facility carried a floating rate of interest at IBOR + 0.55%. In 2025, the Group's main loan carried floating interest at between IBOR + 0.75% and IBOR + 1.95% (IBOR + 0.75% and IBOR + 1.95%) de- pending on the financial leverage. At the end of 2025, margin was 1.175% on the Group's main loan, based on 1.2% in leverage and re- duced 0.25 percentage point by ESG KPIs. The current interest rate on the Group's main loan is equal to yearly bank loan interest ex- penses of DKK 50.2 million (DKK 60.8 million) based on the current IBOR and current utili- sation. The development compared to 2024 follows the development in IBOR. If the margin on the Group's main loan chang- es ‘one additional step up’, due to changes in leverage, a new margin of 1.375% will be appli- cable equal to bank loan interest expenses of DKK 53.4 million yearly, which corresponds to an additional increase in financial expenses of DKK 3.2 million. Following the increase in IBOR, the Group is no longer exposed to interest rate risks relat- ing to the cash balances, which previously carried negative interest due to the past low interest environment. Credit risks In 2025, the Group realised no credit loss- es (DKK 1.4 million). Based on the customer composition and past history of limited credit losses, the credit risk is assessed to be limited and, at 31 December 2025, the Group made a provision of DKK 3 million (DKK 1.6 million) for expected credit losses. Currency risks The Group is to a limited extent exposed to foreign currency risks. The main part of the Group’s transactions is in Danish kroner and Euro, which implies limited foreign exchange risk due to the ultimate Parent company’s func- tional and reporting currency being DKK. The Group is exposed to exchange rate risk in the countries where the Group has it activ- ities outside Denmark, which mainly consist of European countries using EUR, but also include Norway and the United Kingdom. The currency risk related to transactions in EUR is limited as the DKK is, to some extent, pegged to the EUR. With respect to subsidiaries situ- ated outside Denmark, the Group has trans- actions with these subsidiaries, although, their extent and risk are not significant. The main bank loans are in DKK. The Group did not enter into any hedging contracts re- garding exchange rate risks during 2025 or 2024. The Group’s policy is to hedge any exchange risk net exposure that would result in a +2/-2 percentage point EBIT margin impact based on a +10%/-10% change in the given currency. Optimisation of the capital structure The Group regularly assesses whether its capital structure is in accordance with the Group’s and the shareholders’ interests. The overall objective is to ensure a capital struc- ture that supports long-term growth whilst maximising returns for the Group’s sharehold- ers by optimising the equity-to-debt ratio. Covenants The Group facility is subject to a covenant re- quiring that debt leverage, defined as net debt divided by 12 months rolling adjusted EBITA, must not exceed 3.75x, unless the Group have been permitted an acquisition spike. If an ac- quisition spike have been permitted, the cove- nant allows the maximum leverage to increase to 4.25x, but only for a period of 12 months. The covenant is tested and reported end of each quarter until the maturity of the facility. The Group has no indication of any difficulties in complying with this covenant. 33Note Financial risks and financial instruments (continued) 181 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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Financial liabilities <1 year DKK million Pension obligations Lease liabilities Trade payables Other payables Total Borrowings 1,037.8 37.3 257.1 146.4 1.7 1.7 557.1 343.1 747.5 717.1 2,601.3 1,245.5 20242025 Financial liabilities 1-5 years DKK million Pension obligations Lease liabilities Trade payables Other payables Total Borrowings 1,575.7 1,573.9 366.7 349.8 23.1 9.5 0.0 0.0 0.0 0.0 1,965.5 1,933.1 20242025 Financial liabilities >5 years DKK million Pension obligations Lease liabilities Trade payables Other payables Total Borrowings 0.0 0.0 402.4 357.2 2.8 14.2 0.0 0.0 0.0 0.0 405.2 371.4 20242025 The Group’s contractual maturities for its non-derivative finan- cial liabilities with agreed payment periods are shown above. The maturity analysis is based on undiscounted cash flows, and excluding interest payment. For further details regarding the borrowings, please refer to note 27. For further details regarding pension obligations, please refer to note 28. Lease liabilities mature between 2026-2036, and are recognised with discount rates between 1.2%-8.5%. For further details regarding other payables, please refer to note 29. 34Note Financial liabilities – maturity analysis 182 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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Financial instruments measured at fair value are measured on a recurring basis and cat- egorised into the following levels of the fair value hierarchy. Level 1: Observable market prices for identical instruments Level 2: Valuation techniques primarily based on observable prices or traded prices for comparable instruments Level 3: Valuation techniques primarily based on unobservable prices Netcompany has no assets or liabilities in level 1 or level 2 and there were no transfers be- tween categories in the year. The pension obligation is calculated annually by independent actuaries using the projected unit credit method. Other securities and investments consist of unlisted securities and are measured at fair value through other comprehensive income. The valuation is based on the latest quarterly reports. Level 3 DKK million 2025 2024 Other securities and investments 1.0 1.3 Total financial assets 1.0 1.3 Pension obligation 27.6 25.4 Total financial liabilities 27.6 25.4 35Note Fair value hierarchy 183 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Working capital & Capital structure
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Section 5 Other disclosures Fees to the Group auditor 185 Related parties 185 Collateral provided and contingent liabilities 187 Adoption of the Annual Report for publication 187 Events after the balance sheet date 187 Sidsel Valvik-Kristensen, Manager 184 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
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Fees for services other than the statutory au- dit of the financial statements provided by EY Godkendt Revisionspartnerselskab Denmark amounted to DKK 4.6 million (2024: DKK 2.9 million) including other assurance opinions, tax and VAT advisory services and other ser- vices. Fees for other assurance engagements include limited assurance on sustainability reporting. Fees for tax and VAT advisory ser- vices includes VAT compliance services. Fees for other services include services related to M&A. DKK million 2025 2024 Revenue from joint venture 52.8 43.3 Interest income from joint venture 1.9 1.3 Revenue from associated companies 27.0 32.8 Costs from associated companies 0.0 2.4 Interest from associated companies 0.0 0.8 Total transactions with related parties 81.7 80.6 Fees to the Group auditor DKK million 2025 2024 Statutory audit 9.0 7.1 Other assurance engagements 1.7 1.6 Tax and VAT advisory services 0.5 0.1 Other services 2.4 1.3 Total fees to the Group auditor 13.6 10.1 As at 31 December 2025 there are no share- holders with controlling interest. Large shareholders (>5%) comprise ■ AC NC Holding ApS: 10.3% (Denmark) ■ Danske Bank A/S: 5% (Denmark) Please refer to Shareholder information in the management commentary. Related parties with significant influence are the Company’s Executive Management, Board of Directors, Other Key Management Personnel and their related parties. Furthermore, related parties are companies in which the above persons have significant interests, as well as the Group's joint venture. All transactions with related parties are made on arm’s length terms. There were no further transactions with members of the Executive Management, members of the Board of Directors of the Group or Other Key Management Personnel other than remuneration and, furthermore, no loans were granted to the Board of Directors, the Executive Management or Other Key Management Personnel in 2025 or 2024. Ownership The part of Netcompany Group A/S owned by the Executive Management and the Board of Directors is specified in the Remuneration report. 36Note 37NoteFees to the Group auditor Related parties 185 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Other disclosures
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Netcompany Group A/S NC TopCo A/S 100% 100% 100% 100% 100% BranchBranch 100% 100% 100% 100%100% 100%50%24%24%24%24% 37Note Netcompany Poland sp. Zo.o. Smarter Airports A/S Festina Finance A/S Festina Finance Ltd. Festina Finance B.V. PaymentHub ApS Netcompany A/S Netcompany Norway AS Netcompany Banking Services A/S Netcompany Germany GmbH Netcompany UK Holding Ltd. Netcompany Sweden AB Netcompany Netherlands B.V. Netcompany SA (Luxembourg) Netcompany Banking Services (Poland) Netcompany Banking Services (Norway) 100% Branch 100% Branch 100% Branch 100% Branch 50%20% 85% Netcompany Belgium SA Netcompany (Greece) Intrasoft S.A. Netcompany (Romania) Netcompany-Intrasoft USA, Inc. Netcompany (Albania) Netcompany-Intrasoft Cyprus Ltd. Netcompany (Jordan) Advanced Transport Telematics S.A. Incelligent I.K.E. Dormant Intrasoft GPM Group SRL Netcompany UK Ltd. Netcompany Vietnam Company Ltd. The percentage of ownership presented for each company represent Netcompany Group's direct or indirect ownership. Related parties (continued) 186 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Other disclosures
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Name of entity Location Currency Ownership1 Function Netcompany Group A/S Denmark DKK Parent NC TopCo A/S Denmark DKK 100% Subsidiary Netcompany A/S Denmark DKK 100% Subsidiary Netcompany Poland sp. Zo.o Poland PLN 100% Subsidiary Netcompany Norway AS Norway NOK 100% Subsidiary Netcompany Holding UK Ltd. United Kingdom GPB 100% Subsidiary Netcompany UK Ltd. United Kingdom GPB 100% Subsidiary Netcompany Vietnam Company Ltd. Vietnam VND 100% Subsidiary Netcompany Netherlands B.V. Netherlands EUR 100% Subsidiary Netcompany SA Luxembourg EUR 100% Subsidiary Netcompany (Greece) Greece EUR 100% Branch Netcompany (Romania) Romania EUR 100% Branch Netcompany (Albania) Albania EUR 100% Branch Netcompany (Jordan) Jordan EUR 100% Branch Netcompany Belgium SA Belgium EUR 100% Subsidiary Netcompany-Intrasoft USA, Inc. United States USD 100% Subsidiary Netcompany-Intrasoft Cyprus Ltd. Cyprus EUR 100% Subsidiary Netcompany Banking Services A/S Denmark DKK 100% Subsidiary Netcompany Banking Services (Poland) Poland PLN 100% Branch Netcompany Banking Services (Norway) Norway NOK 100% Branch Netcompany Sweden AB Sweden SEK 100% Subsidiary Netcompany Germany GmbH Germany EUR 100% Subsidiary Intrasoft S.A. Greece EUR 100% Subsidiary Intrasoft GPM Group SRL (Dormant) North Macedonia MKD 85% Subsidiary Smarter Airport A/S Denmark DKK 50% Joint venture Advanced Transport Telematics S.A. Greece EUR 50% Associate Incelligent I.K.E. Greece EUR 20% Associate Festina Finance A/S Denmark DKK 24% Associate Festina Finance Ltd. Denmark DKK 24% Associate Festina Finance B.V. Denmark DKK 24% Associate PaymentHub ApS Denmark DKK 24% Associate As part of its contract commitments with customers, the Group have through its banks provided performance guarantees of DKK 884.2 million (DKK 753.9 million). No collaterals have been provided for the Group’s bank loan. At a meeting held on 3 February 2026, the Board of Directors adopted the Annual Report for publication. The Annual Report will be No events have occurred after the balance sheet date, which would influence the evalua- tion of this Annual Report. In 2025, as well as in 2024, the Group was party to certain legal claims. The outcome of these disputes is not considered likely to im- pact the Group's financial position significant- ly, besides what is already recognised in the statement of financial position. presented to the shareholders of Netcompany Group A/S for adoption at the Annual General Meeting. 37Note 38Note 39Note 40Note 1 The percentage of ownership presented for each company represent Netcompany Group's direct or indirect ownership. Related parties (continued) Collateral provided and contingent liabilities Adoption of the Annual Report for publication Events after the balance sheet date 187 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Consolidated financial statements Other disclosures
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Parent company Parent company financial statements 189 Board of Directors and Executive Management statements 205 Independent auditor’s reports 206 Terminology and definitions 213 Company Information 214 Jens Aaløse, Country Managing Partner Denmark 188 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements
Page 189
1. Basis of preparation Note 1 Material accounting policies 194 2. Results for the year Note 2 Administrative costs 194 Note 3 Staff costs and remuneration 194 Note 4 Depreciation 197 Note 5 Financial income and expenses 197 Note 6 Tax 197 4. Working capital & capital structure Note 9 Cash and cash equivalents 199 Note 10 Share capital 200 Note 11 Borrowings 200 Note 12 Other payables 201 Note 13 Working capital changes 201 Note 14 Financial risks and financial instruments 201 3. Invested capital Note 7 Right-of-use assets 198 Note 8 Investments in subsidiaries 198 5. Other disclosures Note 15 Fees to Group auditor 203 Note 16 Related parties 203 Note 17 Collateral provided and contingent liabilities 204 Note 18 Joint taxation 204 Note 19 Events after the balance sheet date 204 Notes to the Parent company financial statements Note Note name Page Note Note name Page Statement of comprehensive income 190 Statement of financial position 191 Statement of changes in equity 192 Statement of cash flow 193 Parent financial statements Page Parent company financial statements 189 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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Statement of comprehensive income for the Parent company for 2025 DKK million Notes 2025 2024 Revenue 90.0 60.0 Gross profit 90.0 60.0 Sales and marketing costs -1.5 -1.5 Administrative costs 2 -63.4 -50.2 EBITDA (non-IFRS) 25.1 8.3 Depreciation 5 -0.3 -0.1 Operating profit / loss (EBIT) 24.9 8.2 Financial income 5 40.1 110.3 Financial expenses 5 -122.6 -226.7 Dividends from investments in group enterprises 8 726.4 0.0 Profit / loss before tax 668.8 -108.3 Tax on profit / loss for the year 6 7.7 23.8 Profit / loss for the year 676.5 -84.5 Other comprehensive income / loss 0.0 0.0 Comprehensive income for the year / loss 676.5 -84.5 190 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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DKK million Notes 2025 2024 Right-of-use assets 1.9 0.0 Tangible assets 1.9 0.0 Investment in subsidiary 8 3,062.4 3,006.6 Other receivables 0.2 0.0 Deferred tax 5.8 3.1 Financial assets 3,068.5 3,009.7 Non-current assets 3,070.4 3,009.7 Receivables from Group entities 520.5 2,016.2 Tax receivables 82.9 153.3 Prepayments 1.0 0.8 Receivables 604.4 2,170.3 Cash 9 0.0 51.3 Current assets 604.4 2,221.6 Assets 3,674.8 5,231.3 DKK million Notes 2025 2024 Share capital 10 47.5 50.0 Treasury shares -499.9 -884.1 Share-based remuneration 122.5 90.1 Retained earnings 1,055.6 1,167.9 Equity 725.7 423.9 Borrowings 11 1,575.7 1,573.9 Lease liability 1.3 0.0 Non-current liabilities 1,576.9 1,573.9 Borrowings 1,000.5 0.0 Overdraft facility 9 2.3 0.0 Lease liability 0.6 0.0 Trade payables 1.1 4.0 Payables to Group entities 352.1 3,212.6 Other payables 12 15.6 16.9 Current liabilities 1,372.2 3,233.5 Liabilities 2,949.1 4,807.4 Equity and liabilities 3,674.8 5,231.3 Statement of financial position for the Parent company at 31 December 2025 191 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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DKK million Share capital Treasury shares Share-based remuneration Retained earnings Total Equity at 1 January 2025 50.0 -884.1 90.1 1,167.9 423.9 Profit / loss for the year 0.0 0.0 0.0 676.5 676.5 Total comprehensive income 0.0 0.0 0.0 676.5 676.5 Treasury shares acquired in the year 0.0 -442.9 0.0 0.0 -442.9 Cancellation of treasury shares -2.5 778.9 0.0 -776.4 0.0 Share-based remuneration for the year 0.0 0.0 68.2 0.0 68.2 Settlement of share-based remuneration for the year 0.0 48.2 -35.8 -12.4 0.0 Total transactions with owners -2.5 384.1 32.4 -788.7 -374.7 Equity at 31 December 2025 47.5 -499.9 122.5 1,055.6 725.7 DKK million Share capital Treasury shares Share-based remuneration Retained earnings Total Equity at 1 January 2024 50.0 -193.1 67.2 1,265.1 1,189.2 Profit / loss for the year 0.0 0.0 0.0 -84.5 -84.5 Total comprehensive income 0.0 0.0 0.0 -84.5 -84.5 Treasury shares acquired in the year 0.0 -733.8 0.0 0.0 -733.8 Share-based remuneration for the year 0.0 0.0 55.2 0.0 55.2 Settlement of share-based remuneration for the year 0.0 42.8 -32.3 -12.8 -2.3 Total transactions with owners 0.0 -691.0 22.9 -12.8 -680.9 Equity at 31 December 2024 50.0 -884.1 90.1 1,167.9 423.9 Statement of changes in equity for the Parent company at 31 December 2025 192 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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DKK million Notes 2025 2024 Operating profit (EBIT) 24.8 8.2 Depreciation 0.3 0.1 Non-cash items 12.4 6.5 Working capital changes 13 1.7 5.1 Cash flows from operating activities 39.3 19.9 Other receivables (deposits) -0.2 0.0 Received dividends 726.4 0.0 Cash flows from investing activities 726.2 0.0 Income taxes paid on behalf of the Group -77.8 -170.3 Joint tax contribution 153.1 127.1 Financial income received 38.9 25.9 Financial expenses paid -70.2 -87.5 Proceeds from Group borrowings 1,495.9 1,172.7 Repayment of Group borrowings -2,909.5 -220.6 Purchase of treasury shares -449.2 -727.7 Proceeds from borrowings 1,000.0 0.0 Repayment of borrowings 0.0 -106.5 Repayment of lease debt -0.3 -0.1 Cash flows from financing activities -819.0 12.9 Development in cash and cash equivalents -53.6 32.9 Cash and cash equivalents at 1 January 51.3 18.5 Cash and cash equivalents at 31 December 9 -2.3 51.3 Reconciliation of liabilities arising from financing activities DKK million Borrowings (note 11) Leasing Total Opening balance at 1 January 2025 1,573.9 0.0 1,573.9 Leasing (non-cash) 0.0 2.2 2.2 Proceeds from borrowings 1,000.0 0.0 1,000.0 Repayment 0.0 -0.3 -0.3 Loan costs on refinancing -0.8 0.0 -0.8 Amortisation of loan costs (non-cash) 3.1 0.0 3.1 Closing balance at 31 December 2025 2,576.2 1.9 2,578.1 Reconciliation of liabilities arising from financing activities DKK million Borrowings (note 11) Leasing Total Opening balance at 1 January 2024 1,679.7 0.1 1,679.8 Proceeds from borrowings 0.0 0.0 0.0 Repayment -106.5 -0.1 -106.6 Loan costs on refinancing -2.2 0.0 -2.2 Amortisation of loan costs (non-cash) 2.8 0.0 2.8 Closing balance at 31 December 2024 1,573.9 0.0 1,573.9 Statement of cash flow for the Parent company for 2025 193 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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Netcompany Group A/S presents its Parent company financial statements in accordance with the International Financial Reporting Standards (IFRS) accounting standards as adopted by the EU and additional Danish dis- closure requirements for financial statements governing reporting class D. See the Danish Executive Order on IFRS issued according to the Danish Financial Statements Act. Netcompany Group A/S is an entity with its registered office in Denmark. The financial statements are presented in DKK million. DKK is considered the functional currency of the Parent company’s activities. Totals in the financial statements have been calculated on the basis of actual amounts in accordance with the correct mathematical method. A recalculation of totals may in some cases result in rounding differences caused by the underlying decimals not disclosed to the reader. The Parent company generally applies the same accounting policies for recognition and measurement as the Group. Cases in which the Parent company’s accounting policies differ from those of the Group are described under the relevant notes. For a detailed specification of the Parent company’s accounting policies, please refer to the relevant notes in the consolidated financial statements. DKK million 2025 2024 Administrative costs 16.4 16.4 Staff costs (note 3) 47.0 33.8 Total administrative costs 63.4 50.2 DKK million 2025 2024 Salary and wages 34.3 25.6 Share-based remuneration 12.4 8.0 Other social security costs 0.2 0.2 Total staff costs 47.0 33.8 Staff costs presented under the following account balances Administrative costs 47.0 33.8 Total staff costs 47.0 33.8 Average number of employees 3 3 1Note 2Note 3Note Material accounting policies Administrative costs Staff costs and remuneration 194 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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Remuneration to the Executive Management and the Board of Directors is recognised as administrative costs. For further de- scription of Remuneration to the Executive Management and the Board of Directors, please refer to the Remuneration Report. During 2025, 261,900 RSUs (196,133) RSUs were granted, of which 45,438 (43,269) RSUs were granted to the Executive Management and 216,462 (152,864) RSUs were granted to Other Key Management Personnel and Other employees. Other Key Management Personnel consists of country managing partners. In addition, nil (116,280) matching shares were granted in 2025 to Other Key Management Personnel, while nil (nil) matching shares were granted to Executive Management in 2025. The fair value of total outstanding granted shares was DKK 201.1 million (DKK 169.6 million) measured at grant value. The cost associated herewith is expensed over the vesting period, with DKK 68.2 million in 2025 (DKK 55.2 million). The Group has the right to choose between cash settlement and equity settlement when programmes vest, and ex- pect to settle through stocks. The number of RSUs granted is determined by the stock price on the grant day, measured against the value of grant for each person. The number of matching shares granted is based on the shares purchased and continu- ously held by the participants throughout the programme. All granted shares and RSUs are subject to continued employment, and only RSUs grant- ed to the Executive Management are condi- tional to performance. The share-based incentive programme based on RSUs will continue in 2026. DKK million 2025 2024 Remuneration to the Board of Directors1 Bo Rygaard 1.4 1.4 Juha Christensen 1.0 0.9 Åsa Riisberg 1.2 0.9 Susan Cooklin 0.7 0.6 Bart Walterus 0.8 0.6 Total remuneration to the Board of Directors 5.1 4.4 Remuneration to the Executive Management1 André Rogaczewski 11.5 8.4 Claus Jørgensen 11.5 8.4 Thomas Johansen 6.6 4.7 Total short-term remuneration 29.5 21.5 André Rogaczewski 4.2 2.4 Claus Jørgensen 4.2 2.4 Thomas Johansen 4.1 3.1 Total share-based remuneration expensed 12.4 8.0 Total remuneration to the Executive Management 41.9 29.5 1 Remuneration to the Executive Management and the Board of Directors is recognised as administrative costs. DKK million 2025 2024 Share-based remuneration Executive Management (expensed in Parent company) 12.4 8.0 Other Group Key Management Personnel 14.3 11.4 Group employees 41.5 35.8 Total share-based remuneration 68.2 55.2 3Note Staff costs and remuneration (continued) 195 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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Granted Netcompany shares allocated Outstanding at 1 Jan 2025 Issued Lapsed Transferred Outstanding at 31 Dec 2025 Grant value at 31 Dec 2025 Market value at 31 Dec 2025 Vesting date No. No. No. No. No. DKK million DKK million RSUs for Executive Management, 2022 4,945 0 0 -4,945 0 0 0 31 December 2024 RSUs for Executive Management, 2023 33,071 0 -1,127 0 31,944 8.2 11.4 31 December 2025 RSUs for Executive Management, 2024 38,145 0 -1,207 0 36,938 9.9 13.2 31 December 2026 RSUs for Executive Management, 2025 0 45,438 -1,269 0 44,169 12.5 15.8 31 December 2027 Matching shares for Executive Management, 2024 24,000 0 0 0 24,000 6.2 8.6 31 Dec. 2025-2027 RSUs for Employees1, 2022 53,933 0 -2,666 -51,267 0 0 0 31 December 2024 RSUs for Employees1, 2023 168,389 0 -9,767 -19,739 138,883 35.9 49.7 31 December 2025 RSUs for Employees1, 2024 142,004 0 -4,041 -8,336 129,627 34.7 46.4 31 December 2026 RSUs for Employees1, 2025 0 216,462 -3,710 -4,852 207,900 58.9 74.4 31 December 2027 Matching shares for Employees1, 2023 13,920 0 0 0 13,920 3.6 5.0 31 Dec. 2025-2027 Matching shares for Employees1, 2024 116,280 0 0 0 116,280 31.2 41.6 31 Dec. 2026-2028 Total allocated shares 594,687 261,900 -23,787 -89,139 743,661 201.1 266.2 Granted Netcompany shares allocated Outstanding at 1 Jan 2024 Issued Lapsed Transferred Outstanding at 31 Dec 2024 Grant value at 31 Dec 2024 Market value at 31 Dec 2024 Vesting date No. No. No. No. No. DKK million DKK million RSUs for Executive Management, 2021 5,206 0 0 -5,206 0 0.0 0.0 31 December 2023 RSUs for Executive Management, 2022 20,516 0 -15,571 0 4,945 2.4 1.7 31 December 2024 RSUs for Executive Management, 2023 37,855 0 -4,784 0 33,071 8.5 11.2 31 December 2025 RSUs for Executive Management, 2024 0 43,269 -5,124 0 38,145 10.2 12.9 31 December 2026 Matching shares for Executive Management, 2023 24,000 0 0 0 24,000 6.2 8.1 31 Dec. 2025-2027 RSUs for Employees1, 2021 36,345 0 0 -36,345 0 0.0 0.0 31 December 2023 RSUs for Employees1, 2022 58,380 0 0 -4,447 53,933 25.9 18.3 31 December 2024 RSUs for Employees1, 2023 182,951 0 -1,057 -13,505 168,389 43.6 57.1 31 December 2025 RSUs for Employees1, 2024 0 152,864 -9,050 -1,810 142,004 38.0 48.1 31 December 2026 Matching shares for Employees1, 2023 13,920 0 0 0 13,920 3.6 4.7 31 Dec. 2025-2027 Matching shares for Employees1, 2024 0 116,280 0 0 116,280 31.2 39.4 31 Dec. 2026-2028 Total allocated shares 379,173 312,413 -35,586 -61,313 594,687 169.6 201.6 1 Group Employees consists of Other Key Management Personnel and Other Group Employees. 3Note Staff costs and remuneration (continued) 196 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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4Note 6Note 5Note DKK million 2025 2024 Current tax -9.0 -22.4 Prior year tax 4.1 -0.2 Change in deferred tax -2.7 -1.2 Total current tax -7.7 -23.8 Profit / loss before tax -668.8 -108.3 Tax at a rate of 22% 147.1 -23.8 Tax-based value of non-deductible expenses 0.9 0.2 Tax-based value of non-taxable income -159.8 0.0 Changes to previous years 4.1 -0.2 Total current tax -7.7 -23.8 Effective tax rate 1.10% 22.0% DKK million 2025 2024 Depreciation Right-of-use assets 0.3 0.1 Total depreciation 0.3 0.1 DKK million 2025 2024 Financial income Intra-group interest income 38.5 97.4 Other financial income 1.7 12.9 Total financial income 40.1 110.3 Financial expenses Intra-group interest expenses 43.0 131.0 Interest expenses on bank loan 70.2 87.5 Other financial expenses 9.3 8.2 Total financial expenses 122.6 226.7 Depreciation Financial income and expenses Tax 197 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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DKK million 2025 2024 Cost at 1 January 3,006.6 2,959.5 Share-based remuneration additions 55.8 47.1 Cost at 31 December 3,062.4 3,006.6 Carrying amount at 31 December 3,062.4 3,006.6 Subsidiaries: DKK million Form of enterprise Ownership Equity Result NC TopCo A/S, Copenhagen, Denmark1 A/S 100% 5,880.5 3,537.7 1 The financial figures for 2025 have not yet been audited and finalised. DKK million 2025 2024 Cost at 1 January 0.0 0.5 Remeasurements 2.1 -0.0 Additions 0.1 0.0 Disposals 0.0 -0.5 Cost at 31 December 2.2 0.0 Depreciation at 1 January 0.0 -0.4 Depreciation for the year -0.3 -0.1 Disposals 0.0 0.5 Depreciation at 31 December -0.3 0.0 Carrying amount at 31 December 1.9 0.0 7Note 8Note In 2025, the Parent company received divi- dend of DKK 726.4 million (DKK 0) from NC TopCo A/S. Right of use assets Investments in subsidiaries 198 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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Share-based remuneration additions to investments in subsidiaries incurred by the Parent company on behalf of staff em- ployed in subsidiaries (note 3) and are not recognised in the Parent company income statement. § Accounting principles Investments in subsidiaries are recognised and measured at cost. Dividend is recognised as income when the right is finally obtained. The carrying amount of investments in subsidi aries is examined at the balance sheet date in order to determine if there is any indi- cation of impairment. Impairment testing for investments The subsidiaries of the Parent are consid- ered independent cash-generating units. In the event of any indication of impairment of the carrying amount (cost) of investments in subsidiaries, any impairment loss is deter- mined based on a calculation of the value in use of the relevant subsidiary. If dividends distributed exceed the subsidi- ary’s comprehensive income in the period for which dividend is distributed, this is consid- ered an indication of impairment. In 2025, all subsidiaries performed according to plan with satisfactory earnings, and hence Management concluded that there were no impairment indicators that required a de- tailed impairment test to be performed. DKK million 2025 2024 Deposits in banks 0.0 51.3 Overdraft facility -2.3 0.0 Total cash and cash equivalents -2.3 51.3 8Note 9NoteInvestments in subsidiaries (continued) Cash and cash equivalents 199 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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The share capital equals DKK 47,500,000 di- vided into shares of DKK 1 each or multiples thereof. The Company’s shares are traded on Nasdaq OMXC Large Cap in denominations of DKK 1. No shares confer any special rights upon any shareholder. No shares are subject to restric- tions on transferability or voting rights. Purchase of treasury shares for the long-term Incentive Programme is expected to occur on a yearly basis. Transfer of shares related to the RSU programme will likewise vest on a yearly basis. For a specification of granted RSUs or trea- sury shares please refer to note 3. 2025 2024 Number of shares 47,500,000 50,000,000 Number of votes 47,500,000 50,000,000 Netcompany treasury shares 2025 2024 No. % No. % Number of treasury shares at 1 January 2,747,635 5.5% 429,144 0.9% Cancellation of treasury shares -2,500,000 -5.0% 0 0.0% Purchase of treasury shares 1,564,919 3.3% 2,379,804 4.8% Transfers related to RSU programme -89,139 -0.2% -61,313 -0.1% Number of treasury shares at 31 December 1,723,415 3.6% 2,747,635 5.5% DKK million 2025 2024 Non-current liabilities1 1,575.7 1,573.9 Current liabilities 1,000.5 0.0 Total borrowings 2,576.1 1,573.9 DKK million Currency Maturity Type of interest Amortised loan cost Nominal value Carrying amount Bank loan DKK 2027 Floating 4.3 1,580.0 1,575.7 Bank loan DKK 2026 Floating 0.5 1,000.0 1,000.5 2025 4.8 2,580.0 2,576.1 DKK million Currency Maturity Type of interest Amortised loan cost Nominal value Carrying amount Bank loan DKK 2027 Floating 6.1 1,580.0 1,573.9 2024 6.1 1,580.0 1,573.9 In 2022, Netcompany entered into a new Group facility agreement with a maturity in 2025. In April 2023 and April 2024, the loan was extended twice by one year and follow- ing extensions matures in 2027. For further details please refer to Group note 27. In 2025, DKK 1,000m was drawn of the Group's additional facility to settle the trans- action with SDC A/S 1 July 2025 through the subsidiary NC TopCo A/S. Netcompany expect to refinance the facilities during 2026 and the current liabilities of DKK 1,000m is expected to be prolonged. The fair value of bank loans excluding capital- ised loan costs is deemed to approximate the nominal value of the loans. 10Note 11NoteShare capital Borrowings 200 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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DKK million 2025 2024 Categories of financial instruments Receivables from Group entities 520.5 2,016.2 Financial assets measured at amortised cost 520.5 2,016.2 Cash 0.0 51.3 Financial assets measured at fair value 0.0 51.3 Borrowings 2,576.1 1,573.9 Lease liabilities 1.9 0.0 Trade payables 1.1 4.0 Payables to Group entities 352.1 3,212.6 Other payables 15.6 16.9 Financial liabilities measured at amortised cost 2,946.8 4,807.4 Overdraft facility -2.3 0.0 Financial liabilities measured at fair value -2.3 0.0 DKK million 2025 2024 Wages and salaries, payroll taxes, social security costs, etc. payable 9.8 4.2 VAT and duties 1.5 2.9 Holdback 0.0 0.4 Other costs payable 4.2 9.4 Total other payables 15.6 16.9 DKK million 2025 2024 Change in receivables -0.3 1.3 Change in payables 2.0 3.9 Total working capital changes 1.7 5.1 12Note 13Note 14NoteOther payables Working capital changes Financial risks and financial instruments 201 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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Financial risks management approach The Parent company’s objective at all times is to limit the Parent company’s financial risks. The Parent company manages the financial risks and coordinates cash management and management of interest rate and currency risks based on financial risk policies agreed with the Board of Directors. Liquidity risks The Parent company aims to maximise the Group's flexibility and minimise risks. At 31 December 2025, the Parent company had unutilised credit facilities of a total of DKK 1,202.9 million (DKK 1,220 million) excluding an unutilised acquisition facility of DKK 1,000 million (DKK 2,000 million). The Parent company expect to refinance the Group facilities during 2026 and the utilised acquisition facility of DKK 1,000 million is ex- pected to be prolonged. Interest rate risks The Parent company’s loan on behalf of the Group carries a floating rate of interest, and Management therefore closely follows the development in the IBOR and continuously consider if interest risks should be minimised by hedging the interest rate. The combined committed facilities constitute a total amount of DKK 2,800 million (DKK 2,800 million), of which DKK 1,580 million (2,580 mil- lion) has been utilised on borrowings and DKK 17.1 million (nil) on guarantees. In addition, the loan contains an optional fa- cility of DKK 2,000 million (DKK 2,000 million) limited to acquisitions. In 2025, DKK 1,000 million of the optional facility was utilised for the acquisition of Netcompany Banking Services A/S. The facil- ity carried a floating rate of interest at IBOR + 0.55%. The Parent company’s original bank loan car- ried a floating rate of interest between IBOR + 0.75% and IBOR + 1.95% (IBOR + 0.75% and IBOR + 1.95%), depending on the financial leverage. At the end of 2025, margin was 1.175% on the Group's main loan, based on 1.2% in leverage and reduced 0.25 percentage point by ESG KPIs. The current interest rate is equal to yearly bank loan interest expenses of DKK 50.2 mil- lion (DKK 60.8 million) based on the current IBOR and current utilisation. The development compared to 2024 follows the development in IBOR. If the margin on the Group's main loan chang- es ‘one additional step up’, due to changes in leverage, a new margin of 1.375% will be appli- cable equal to bank loan interest expenses of DKK 53.4 million yearly, which corresponds to an additional increase in financial expenses of DKK 3.2 million. Credit risks In 2025, the Parent company did not realise any credit losses. At 31 December 2025, the credit risk primarily related to intercompany receivables where the credit risk is consid- ered remote and the Parent company made a provision of DKK 0 for expected credit losses. Currency risks The Parent company is only to a limited ex- tent exposed to foreign currency risks. The main part of the Parent’s transactions is in DKK. Optimisation of the capital structure The Parent company regularly assesses whether its capital structure is in accordance with the Parent company’s and the share- holders’ interests. The overall objective is to ensure a capital structure that supports long- term growth whilst maximising returns for the Parent company’s owners by optimising the equity-to-debt ratio. Covenants The Group facility is subject to a covenant requiring that debt leverage, defined as net debt divided by 12 months rolling adjusted EBITA (consolidated Group), must not exceed 3.75x, unless the Group has been permitted an acquisition spike. If an acquisition spike have been permitted, the covenant allows the max- imum leverage to increase to 4.25x, but only for a period of 12 months. The covenant is tested and reported end of each quarter until the maturity of the facility. The Group has no indication of any difficulties in complying with this covenant. 14Note Financial risks and financial instruments (continued) 202 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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DKK million 2025 2024 Statutory audit 3.1 1.8 Other assurance engagements 1.7 1.5 Other services 2.3 1.3 Total fees to the Group auditor 7.2 4.6 Fees for services other than the statutory au- dit of the financial statements provided by EY Godkendt Revisionspartnerselskab Denmark amounted to DKK 4.0 million (2024: DKK 2.8 million) including other assurance As at 31 December 2025, there are no share- holders with controlling interest. Large shareholders (>5%) comprise ■ AC NC Holding ApS: 10.3% (Denmark) ■ Danske Bank A/S: 5% (Denmark) Please refer to Shareholder Information in the Management Commentary. Related parties with significant influence are the Company’s Executive Management and the Board of Directors and their relat- ed parties. Furthermore, related parties are companies in which the above persons have significant interests, as well as the Group's subsidiaries and joint venture. All transactions with related parties are made on arm’s length terms. opinions and other services. Fees for other assurance engagements include limited as- surance on sustainability reporting. Fees for other services include services related to M&A. There were no transactions with members of the Executive Management or members of the Board of Directors of the Group, other than remuneration, and furthermore no loans were granted to the Board of Directors or the Executive Management in 2025 and 2024. Ownership The part of Netcompany Group A/S owned by the Executive Management and the Board of Directors is specified in the Remuneration report. 15Note 16Note DKK million 2025 2024 Management fee income from subsidiaries 90.0 60.0 Dividends from investments in group enterprises 726.4 0.0 Tax contribution received from subsidiaries 153.1 127.1 Interest received from subsidiaries 38.5 97.4 Interest paid from subsidiaries -43.1 -131.0 Total transactions with related parties 964.9 153.5 Fees to the Group auditor Related parties 203 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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Netcompany Group A/S will provide unlimited financial support to Netcompany Netherlands B.V. for a period up until June 2026. The Parent company has not provided collat- eral for bank guarantees provided by its sub- sidiaries to their customers in 2025 (DKK nil). No collaterals have been provided for the Group’s bank loan. Netcompany Group A/S has issued first de- mand guarantees on behalf of NC TopCo A/S of DKK 1,400 million (DKK 1,400 million) and Netcompany A/S of DKK 500 million (DKK 500 million) in 2025. No events have occurred after the balance sheet date, which would influence the evalua- tion of this Annual Report. As of 16 April 2018, the Parent company joined the Danish joint taxation arrangement and became the administrative company for the Danish subsidiaries. The current income tax is allocated among the jointly taxed companies in proportion to their taxable income (“full al- location method”). Netcompany Group A/S has issued a parent guarantee related to a subsidiary’s lease agreement with a maximum exposure of EUR 2.7 million. The lease agreement runs until at least January 2036. In 2025, as well as in 2024, the Group was party to certain legal claims. The outcome of these disputes is not considered likely to im- pact the Group's financial position significant- ly, besides what is already recognised in the statement of financial position. The Parent company is jointly and severally liable with the other companies in the joint taxation for Danish corporate taxes and with- holding taxes on dividend, interests and royal- ties within the joint taxation. 17Note 18Note 19Note Collateral provided and contingent liabilities Joint taxation Events after the balance sheet date 204 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Parent company financial statements
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The Board of Directors and the Executive Board have today considered and approved the annual report of Netcompany Group A/S for the financial year 31 December 2025. The annual report is prepared in accordance with IFRS Accounting Standards as adopted by the EU and disclosure requirements for listed companies in Denmark. In our opinion, the consolidated financial statements and the Parent financial state- ments give a true and fair view of the Group's and the Parent's financial position at 31 December 2025 as well as of the results of their operations and the Group's cash flows for the financial year 31 December 2025. The sustainability statements are prepared in accordance with the European Sustainability Reporting Standards (ESRS) as required by the Danish Financial Statements Act para- graph 99a as well as article 8 in the EU Taxonomy regulation. In our opinion, the management commentary is also prepared in accordance with relevant laws and regulations and contains a fair re- view of the development of the Group's and the Parent's business and financial matters, the results for the year and of the Parent's financial position and the financial position as a whole of the entities included in the consol- idated financial statements, together with a description of the principal risks and uncer- tainties that the Group and the Parent face. Furthermore, in our opinion, the annual report of Netcompany Group A/S for the financial year 31 December 2025, with the file name NetcompanyGroup-2025-12-31-1-en.zip, are prepared, in all material respects, in accor- dance with the ESEF Regulation. We recommend the annual report for adop- tion at the Annual General Meeting. Copenhagen, 3 February 2026 Executive Management André Rogaczewski Chief Executive Officer Claus Jørgensen Chief Operating Officer Thomas Johansen Chief Financial Officer Alexandros Manos Chief Commercial Officer Board of Directors Bo Rygaard Chair Juha Christensen Vice Chair Åsa Riisberg Board Member Susan Helen Cooklin Board Member Bart Walterus Board Member Board of Directors and Executive Management statement 205 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Board of Directors and Executive Management statement
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To the shareholders of Netcompany Group A/S Report on the audit of the consolidated financial statements and Parent company financial statements Opinion We have audited the consolidated financial statements and the Parent company financial statements of Netcompany Group A/S for the financial year 1 January – 31 December 2025, which comprise statement of comprehensive income, statement of financial position, state- ment of changes in equity, statement of cash flow and notes, including material account- ing policy information, for the Group and the Parent company. The consolidated financial statements and the Parent company financial statements are prepared in accordance with IFRS Accounting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the Parent company financial statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2025 and of the re- sults of the Group's and the Parent company's operations and cash flows for the financial year 1 January – 31 December 2025 in accor- dance with IFRS Accounting Standards as ad- opted by the EU and additional requirements of the Danish Financial Statements Act. Our opinion is consistent with our long-form audit report to the Audit Committee and the Board of Directors. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further de- scribed in the "Auditor's responsibilities for the audit of the consolidated financial state- ments and the Parent company financial statements" (hereinafter collectively referred to as "the financial statements") section of our report. We believe that the audit evidence we have obtained is sufficient and appropri- ate to provide a basis for our opinion. Independence We are independent of the Group in accor- dance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code), as applicable to audits of financial statements of public interest entities, and the additional ethical requirements applicable in Denmark to audits of financial statements of public interest entities. We have also ful- filled our other ethical responsibilities in ac- cordance with these requirements and the IESBA Code. To the best of our knowledge, we have not provided any prohibited non-audit services as described in article 5(1) of Regulation (EU) no. 537/2014. Appointment of auditor We were initially appointed as auditor of Netcompany Group A/S on 9 March 2021 for the financial year 2021. We have been reap- pointed annually by resolution of the general meeting for a total consecutive period of 5 years up until the financial year 2025. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements for the financial year 2025. These matters were addressed during our audit of the financial statements as a whole and in forming our opinion thereon. We do not provide a separate opinion on these matters. For each matter below, our descrip- tion of how our audit addressed the matter is provided in that context. We have fulfilled our responsibilities de- scribed in the "Auditor's responsibilities for the audit of the financial statements" section, including in relation to the key au- dit matters below. Accordingly, our audit included the design and performance of procedures to respond to our assessment of the risks of material misstatement of the financial statements. The results of our au- dit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the financial statements. Revenue recognition, including the measurement and recognition of work in progress The accounting principles and disclosures on revenue recognition related to projects are included in note 24 to the consolidated finan- cial statements. On 31 December 2025, the carrying value of the Group’s work in progress amounted to DKK 675.9 million. Significant judgement is required by Management in determining the stage of completion and ex- pected profit on work in progress, including assessment of specific project risks and as- sessment of potential onerous contracts. In addition, the Group’s accounting for arrange- ments with multiple performance obligations is subject to complexity, as the total contract value is allocated to identified performance obligations and recognised as revenue as the services are delivered. Independent auditor’s report 206 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Independent auditor's report
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Due to the complexity in the judgements combined with the significance of revenue and work in progress, we consider revenue recognition, including the measurement and recognition of work in progress, to be a key audit matter. How our audit addressed the key audit matter As part of our audit, we obtained an under- standing of the Group’s processes for assess- ment of time and cost-to-complete estimates, the processes for identification and assess- ment of performance obligations and the processes for identification and assessment of project related risks including the risk of onerous contracts. We assessed the internal controls relating to monitoring of project development, time reg- istration, estimation of time and cost-to-com- plete and identification and assessment of project risks and potential onerous contracts. We obtained an overview of the Group’s proj- ects in progress on 31 December 2025. On basis of risk and materiality we selected a sample of projects. For the selected sample, we tested Management’s assumptions for assessment of stage of completion, estimates of expected time and cost-to-complete and expected profits. To assess the accuracy of Management’s assumptions and estimates we performed look-back analysis by com- paring the actual profit of completed projects with the expected profit from budgets. We analysed the budget deviations and dis- cussed with Management the possible risk of similar deviations on projects in progress on 31 December 2025. We tested the identification and accounting of arrangements with multiple performance obligations by testing a sample of recognised arrangements to customer contracts and amendments. We tested the identification, assessment and accounting of project risks, potential onerous contracts, and war- ranty issues by examination of supporting documentation. Purchase price allocation (“PPA”) for the acquisition of SDC A/S in the consolidated financial statements and opening balance On 1 July 2025, SDC A/S was acquired by the Group for a total cash consideration of DKK 1,000 million. The acquisition was completed as a taxable merger between SDC A/S and newly formed company Netcompany Banking Services A/S as the continuing company. Management prepared a purchase price allocation for the acquisition with a separate recognition of the fair value of the assets and liabilities in the opening balance. For details on the acquisition reference is made to note 17 in the consolidated financial statements. Management has in connection with the PPA used the Group’s valuation methodologies, when determining the fair value of the sep- arately identified assets and liabilities in the business combination. The valuation meth- odologies are based on various separate assumptions. The significant judgements and estimates involved in the PPA and opening balance mainly relate to assessing the fair value of the acquired technology and soft- ware, and customer relationships. Due to the complexity and the significant lev- el of judgement involved in the purchase price allocation including the assessment of fair value of the acquired assets and liabilities, we consider the fair value assessment of ac- quired assets and liabilities to be a key audit matter. How our audit addressed the key audit matter As part of our audit, we have assessed the appropriateness of the accounting policies and valuation methodologies for business combinations applied by Management com- pared to applicable accounting standards. We involved our internal specialists in as- sessing the valuation methodologies used by Management when assessing the fair value of the acquired assets and liabilities including the calculation of the fair value of acquired technology and software, and customer relationships. As part hereof we compared the forecasts from the business case of the acquisition to assumptions applied in the identification and calculation of fair value of acquired assets and liabilities. We assessed and tested the key assump- tions applied by Management by comparing these to available market data, underlying accounting records, supporting documenta- tion, past performance of the acquired busi- nesses and our experience from comparable transactions. We considered and tested the adequacy of disclosures provided by Management relat- ed to the acquisition of SDC A/S including disclosures related to key assumptions in the assessment of the fair value of acquired assets and liabilities compared to applicable accounting standards. Statement on the Management’s review Management is responsible for the Management's review. Our opinion on the financial statements does not cover the Management's review, and we do not express any assurance conclusion thereon. In connection with our audit of the finan- cial statements, our responsibility is to read the Management's review and, in doing so, consider whether the Management's review is materially inconsistent with the financial 207 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Independent auditor's report
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statements, or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the Management's review provides the information required by relevant law and regulations. This does not include the requirements in paragraph 99a related to the sustainability statements covered by the separate auditor’s limited assurance report hereon. Based on our procedures, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the require- ments of relevant law and regulations. We did not identify any material misstatement of the Management's review. Management’s responsibilities for the financial statements Management is responsible for the prepa- ration of consolidated financial statements and Parent company financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of fi- nancial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, Management is responsible for assessing the Group's and the Parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of ac- counting in preparing the financial statements unless Management either intends to liquidate the Group or the Parent company or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assur- ance as to whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of as- surance, but is not a guarantee that an audit conducted in accordance with ISAs and addi- tional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individu- ally or in the aggregate, they could reasonably be expected to influence the economic deci- sions of users taken on the basis of the finan- cial statements. As part of an audit conducted in accordance with ISAs and additional requirements appli- cable in Denmark, we exercise professional judgement and maintain professional scepti- cism throughout the audit. We also: ■ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresen- tations or the override of internal control. ■ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the cir- cumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Parent company's internal control. ■ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclo- sures made by Management. ■ Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the finan- cial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or con- ditions that may cast significant doubt on the Group's and the Parent company's abil- ity to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclo- sures are inadequate, to modify our opin- ion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and the Parent company to cease to continue as a going concern. ■ Evaluate the overall presentation, structure and contents of the financial statements, including the note disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. ■ Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are respon- sible for the direction, supervision and review of the audit work performed for pur- poses of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any signif- icant deficiencies in internal control that we identify during our audit. 208 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Independent auditor's report
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We also provide those charged with gover- nance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our indepen- dence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements and the Parent company financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter. Report on compliance with the ESEF Regulation As part of our audit of the consolidated financial statements and Parent company financial statements of Netcompany Group A/S, we performed procedures to express an opinion on whether the annual report of Netcompany Group A/S for the financial year 1 January – 31 December 2025 with the file name NetcompanyGroup-2025-12-31-1-en. zip is prepared, in all material respects, in compliance with the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) which includes requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of the consolidated financial statements including notes. Management is responsible for preparing an annual report that complies with the ESEF Regulation. This responsibility includes: ■ The preparing of the annual report in XHTML format; ■ The selection and application of appropri- ate iXBRL tags, including extensions to the ESEF taxonomy and the anchoring thereof to elements in the taxonomy, for all finan- cial information required to be tagged using judgement where necessary; ■ Ensuring consistency between iXBRL tagged data and the consolidated financial statements presented in human readable format; and ■ For such internal control as Management determines necessary to enable the prepa- ration of an annual report that is compliant with the ESEF Regulation. Our responsibility is to obtain reasonable assurance on whether the annual report is prepared, in all material respects, in compli- ance with the ESEF Regulation based on the evidence we have obtained, and to issue a report that includes our opinion. The nature, timing and extent of procedures selected depend on the auditor’s judgement, includ- ing the assessment of the risks of material departures from the requirements set out in the ESEF Regulation, whether due to fraud or error. The procedures include: ■ Testing whether the annual report is pre- pared in XHTML format; ■ Obtaining an understanding of the compa- ny’s iXBRL tagging process and of internal control over the tagging process; ■ Evaluating the completeness of the iXBRL tagging of the consolidated financial statements including notes; ■ Evaluating the appropriateness of the com- pany’s use of iXBRL elements selected from the ESEF taxonomy and the creation of extension elements where no suitable element in the ESEF taxonomy has been identified; ■ Evaluating the use of anchoring of exten- sion elements to elements in the ESEF tax- onomy; and ■ Reconciling the iXBRL tagged data with the audited consolidated financial statements. In our opinion, the annual report of Netcompany Group A/S for the financial year 1 January – 31 December 2025 with the file name NetcompanyGroup-2025-12-31-1-en.zip is prepared, in all material respects, in com- pliance with the ESEF Regulation. Copenhagen, 3 February 2026 EY Godkendt Revisionspartnerselskab CVR no. 30 70 02 28 Mikkel Sthyr State Authorised Public Accountant mne26693 Morten Weinreich Larsen State Authorised Public Accountant mne42791 209 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Independent auditor's report
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To the shareholders of Netcompany Group A/S Limited assurance conclusion We have conducted a limited assurance engagement on the sustainability statement of Netcompany Group A/S (the Group) in- cluded in the Annual Report 2025 (the sus- tainability statements), page 55–130, for the financial year 1 January – 31 December 2025 including disclosures incorporated by refer - ence listed on page 60. Based on the procedures we have per - formed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the sustainability statements are not prepared, in all material respects, in accordance with the Danish Financial Statements Act section 99a, including: ■ Compliance with the European Sustainability Reporting Standards (ESRS), including that the process carried out by the management to identify the information reported in the sustainability statements (the process) is in accordance with the description set out in the section double materiality assessment process, within the general disclosures section, page 71; and ■ Compliance of the disclosures in section EU Taxonomy within the environment sec- tion, page 95–100, of the sustainability statements with Article 8 of EU Regulation 2020/852 (the Taxonomy Regulation). Basis for conclusion We conducted our limited assurance en- gagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance engagements other than audits or reviews of historical fi- nancial information (ISAE 3000 (Revised)) and the additional requirements applicable in Denmark. The procedures in a limited assurance en- gagement vary in nature and timing from, and are less in extent than for, a reasonable as- surance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. We believe that the evidence we have ob- tained is sufficient and appropriate to provide a basis for our conclusion. Our responsibilities under this standard are further described in the Auditor's responsibilities for the assur- ance engagement section of our report. Our independence and quality management e are independent of the Group in accor- dance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark. We have also fulfilled our other ethical responsibilities in accor- dance with these requirements and the IESBA Code. EY Godkendt Revisionspartnerselskab applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and ap- plicable legal and regulatory requirements. Other matter The comparative information included in the sustainability statements of the Group for the financial year 1 January – 31 December 2023 was not subject to an assurance en- gagement. Our conclusion is not modified in respect of this matter. Inherent limitations in preparing the sustainability statements In reporting forward-looking information in accordance with ESRS, management is re- quired to prepare the forward-looking infor- mation on the basis of disclosed assumptions about events that may occur in the future and possible future actions by the Group. Actual outcomes are likely to be different since an- ticipated events frequently do not occur as expected. Management's responsibilities for the sus- tainability statements Management is responsible for designing and implementing a process to identify the infor- mation reported in the sustainability state- ments in accordance with the ESRS and for disclosing this Process in the section double materiality assessment process, within the Independent auditor's limited assurance report on sustainability statements 210 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Independent auditor’s assurance report
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general disclosures section, page 71, of the sustainability statements. This responsibility includes: ■ Understanding the context in which the Group’s activities and business relation- ships take place and developing an under- standing of its affected stakeholders; ■ The identification of the actual and poten- tial impacts (both negative and positive) related to sustainability matters, as well as risks and opportunities that affect, or could reasonably be expected to affect, the Group’s financial position, financial perfor- mance, cash flows, access to finance or cost of capital over the short-, medium-, or long-term; ■ The assessment of the materiality of the identified impacts, risks and opportunities related to sustainability matters by select- ing and applying appropriate thresholds; and ■ Making assumptions that are reasonable in the circumstances. Management is further responsible for the preparation of the sustainability statements, in accordance with the Danish Financial Statements Act section 99a, including: ■ Compliance with the ESRS; ■ Preparing the disclosures in the section EU Taxonomy within environment section, pages 95-100, of the sustainability state- ment, in compliance with Article 8 of the Taxonomy Regulation; ■ Designing, implementing and maintaining such internal control that management determines is necessary to enable the preparation of the sustainability statement that is free from material misstatement, whether due to fraud or error; and ■ The selection and application of appropri- ate sustainability reporting methods and making assumptions and estimates that are reasonable in the circumstances. Auditor's responsibilities for the assurance engagement Our objectives are to plan and perform the assurance engagement to obtain limited assurance about whether the sustainability statements are free from material misstate- ment, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence deci- sions of users taken on the basis of the sus- tainability statements as a whole. As part of a limited assurance engagement in accordance with ISAE 3000 (Revised) we exercise professional judgement and maintain professional scepticism throughout the engagement. Our responsibilities in respect of the process include: ■ Obtaining an understanding of the process but not for the purpose of providing a con- clusion on the effectiveness of the process, including the outcome of the process; ■ Considering whether the information identi- fied addresses the applicable disclosure requirements of the ESRS, and ■ Designing and performing procedures to evaluate whether the process is consistent with the Group’s description of its process, as disclosed in the section double material- ity assessment process, page 71. Our other responsibilities in respect of the sustainability statements include: ■ Identifying disclosures where material mis- statements are likely to arise, whether due to fraud or error; and ■ Designing and performing procedures responsive to disclosures in the sustain- ability statements where material misstate- ments are likely to arise. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresen- tations, or the override of internal control. Summary of the work performed A limited assurance engagement involves performing procedures to obtain evidence about the sustainability statements. The nature, timing and extent of procedures selected depend on professional judgement, including the identification of disclosures where material misstatements are likely to arise, whether due to fraud or error, in the sustainability statements. In conducting our limited assurance engage- ment, with respect to the process, we: ■ Obtained an understanding of the process by performing inquiries to understand the sources of the information used by man- agement; and reviewing the Group’s inter- nal documentation of its process; and ■ Evaluated whether the evidence obtained from our procedures about the Process implemented by the Group was consistent with the description of the Process set out in the section double materiality assess- ment, page 71. In conducting our limited assurance engage- ment, with respect to the sustainability state- ments, we: ■ Obtained an understanding of the Group’s reporting processes relevant to the prepa- ration of its sustainability statements including the consolidation processes by obtaining an understanding of the Group’s control environment, processes and infor- mation systems relevant to the preparation of the sustainability statements but not evaluating the design of particular control 211 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Independent auditor’s assurance report
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activities, obtaining evidence about their implementation or testing their operating effectiveness; ■ Evaluated whether material information identified by the process is included in the sustainability statements; ■ Evaluated whether the structure and the presentation of the sustainability state- ments are in accordance with the ESRS; ■ Performed inquiries of relevant personnel and analytical procedures on selected information in the sustainability statements; ■ Performed substantive assurance proce- dures on selected information in the sus- tainability statements; ■ Evaluated methods, assumptions and data for developing material estimates and for- ward-looking information and how these methods were applied; ■ Obtained an understanding of the process to identify the EU taxonomy economic activities for turnover, CapEx and OpEx and the corresponding disclosures in the sus- tainability statements; ■ Evaluated the presentation and use of EU taxonomy templates in accordance with relevant requirements; ■ Reconciled and ensured consistency between the reported EU taxonomy eco- nomic activities and the items reported in the primary financial statements including the disclosures provided in related notes. Copenhagen, 3 February 2026 EY Godkendt Revisionspartnerselskab CVR no. 30 70 02 28 Mikkel Sthyr State Authorised Public Accountant mne26693 Lars Fermann State Authorised Public Accountant mne45879 212 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Independent auditor’s assurance report
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Key figures and financial ratios have been compiled in accordance with the following calculation formulas. Alternative performance measures EBITA and margin are considered more ap- propriate to apply than EBIT and margin since EBIT are impacted by amortisation related to intangible assets recognised through our ac- quisitions, which are trans actions not directly related to the daily operation. Adjusted EBITA, Adjusted EBITDA and mar- gins are considered appropriate since they are adjusted for special items, such as non-recurring M&A activities, restructuring costs and other operating income / loss. Adjusted EBITDA before allocated costs from HQ and margin are considered appropriate when analysing operating entities, as HQ costs are not related to specific entity’s per- formance. HQ costs comprise of costs related to the Executive Management, the Board of Directors, Holding costs etc. In addition, these alternative performance measures have also been adjusted from special items and other operating income / loss for the same reason as Adjusted EBITA and Adjusted EBITDA. All alternative measures have been used in previous years and are used internally to op- erate and take management decisions. 1 Key figures defined according to IFRS. 2 Key figures defined according to "Recommendations & Financial Ratios” issued by the Danish Finance Society. Organic revenue = Revenue not classified as non-organic revenue Non-organic revenue = Revenue from acquired businesses the first 12 months after acquisition Organic growth1 = Organic revenue current year x 100 Revenue last year Gross profit margin1,2 = Gross profit x 100 Revenue EBITA1,2 = Operating profit + Amortisation EBITA margin1,2 = EBITA x 100 Revenue Adjusted EBITA = EBITA + Special items + Other operating income Adjusted EBITA margin = Adjusted EBITA x 100 Revenue Operating profit margin1 = Operating profit x 100 Revenue EBITDA1,2 = EBIT + Depreciation and amortisation EBITDA margin = EBITDA x 100 Revenue Adjusted EBITDA = EBITDA + Special items + Other operating income Adjusted EBITDA margin = Adjusted EBITDA x 100 Revenue Allocated HQ costs = Cost and salary related to Executive Management, Board of Directors and Holding company activities Adjusted EBITDA before allocated costs from HQ = Adjusted EBITDA + Allocated costs from HQ Adjusted EBITDA before allocated costs from HQ margin = Adjusted EBITDA before allocated HQ costs x 100 Revenue EPS1 = Net profit Average number of shares in circulation EPS diluted1 = Net profit Average number of shares in circulation + Diluted shares Free cash flow1,2 = Cash flow from operating activities – CapEx CapEx1,2 = Capitalised costs and cost spent to buy intangible and tangible assets, excluding impact from business acquisitions Cash conversion ratio1,2 = Free cash flow x 100 Net profit – Amortisation and deferred tax of amortisation Days sales outstanding1,2 = Trade receivables x days Revenue Return on equity2 = Net profit for the period x 100 Average equity Return on invested capital (ROIC)1,2 = Net profit x 100 Average invested capital ROIC (Adjusted for Goodwill)1 = Net profit x 100 Average invested capital – average Goodwill Solvency (equity ratio)1 = Equity x 100 Total assets Equity per share2 = Equity excluding non-controlling interest at year-end Number of circulating shares at year-end Price/book value2 = Share price at year-end Equity per share at year-end Market value1 = Number of shares, excluding treasury shares, year-end x share price at year-end Dividend return = Paid dividend per share Share price at beginning of year CEO pay ratio = CEO's total remuneration Average pay for company employees Financial terms 213 Executive summary Our business Financial review Corporate governance Sustainability statements Financial statements Financial terms
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Company information Netcompany Group A/S Strandgade 3 1401 Copenhagen Denmark CVR no. 39488914 Tel.: +45 7013 1440 E-mail: info@netcompany.com Auditor & Sustainability Auditor EY Godkendt Revisionspartnerselskab Dirch Passers Allé 36 2000 Frederiksberg Denmark Annual Report design Bysted – a JAKALA company