Annual Report

As we close the chapter on 2024 and look toward the future, I want to extend my gratitude to our dedicated employees, loyal customers and supportive shareholders. This year has been one of continued transformation, resilience and progress as Techstep continues its journey toward becoming Europe’s leading provider of managed mobility services and circular technology solutions.

In 2024, we achieved steady profitability improvements through strategic cost optimisation and a strong focus on recurring revenue streams. Despite market fluctuations, our net gross profit margin remained stable at 32%, and our adjusted EBITA grew by 33% year over year, reflecting the success of our initiatives in streamlining operations.

In 2024, we focused on optimising our commercial strategy and operational efficiency, resulting in tangible improvements. Additionally, we made operational advancements through the successful execution of strategic agreements. Our collaboration with devicenow has progressed according to plan, and our partnership with ICE has led to the onboarding of the first customer. These milestones along with the continued updates of our Device Lifecycle Management solutions, position us well for sustained growth and operational excellence in the years ahead.

A key driver of our success has been our dual go-to-market approach, balancing direct sales with partner-driven growth. Direct sales remain essential for maintaining close relationships with our enterprise and public sector customers, allowing us to provide tailored mobility solutions and managed services. An important win in 2024 was the frame agreement with the Norwegian procurement agency Tradebroker which covers the delivery of mobile devices, accessories and related mobile and circular technology services to their member organisations. Another key initiative is the ongoing pilot project with Sykehuspartner where the ambition is to deliver a completely managed mobility service, including devices, lifecycle management and managed services for all office and clinical devices in the Health South-East region. At the same time, our expanding partner network has significantly increased our market reach, enabling us to scale efficiently across Europe. Strategic partnerships, such as those with devicenow and ICE and our newly signed Letter of Intent with an IT vendor in the UK and Ireland, are set to drive further revenue growth, supporting our mission of delivering seamless, secure and sustainable mobility solutions.

Our indirect sales model with our Essentials MDM software is definitively a highlight to mention, growing year over year by 34% and adding new sales partners, like mobile operators and managed mobility players to our eco-system. We have signed new partnerships across Europe with both distributors and resellers, and we see a strong interest and momentum in the market driven by the increased focus on management, control and security for mobile devices.

We have also won and onboarded direct customers to our Essentials MDM platform across Scandinavia, often in combination with delivering managed services and security to effectively manage and secure customers mobile estate.

Sustainability remains at the core of our mission. In 2024, we strengthened our position as a leader in circular mobile technology by expanding our Device-as-a-Service (DaaS) offerings and promoting responsible device lifecycle management. Our solutions now incorporate enhanced recycling, refurbishing and residual value recovery mechanisms, ensuring that our customers reduce waste and environmental impact while optimising costs. As businesses across Europe prioritise ESG-driven procurement, Techstep is well-positioned to support them with sustainable, future-ready mobility solutions.

In addition to our environmental initiatives, we made key advancements in cybersecurity to support our customers' needs. A major milestone in 2024 was obtaining ISO/IEC 27001:2022 certification, reinforcing our commitment to best-in-class information security management. Furthermore, we enhanced our third-party risk management through a new Governance, Risk and Compliance (GRC) tool, ensuring improved oversight of vendor security risks and compliance tracking.

Looking ahead, our growth strategy remains focused on scaling through strategic partnerships, geographic expansion and deepening customer engagement. The recently signed LOI with a new IT vendor in the UK and Ireland, along with our continued expansion in Poland and the broader European market, provides a strong foundation for sustained revenue growth. We anticipate a 15-25% increase in recurring revenue in 2025, driven by the increasing adoption of our managed mobility solutions and the continued shift toward subscription-based technology models.

While challenges remain, we enter 2025 with confidence, equipped with a resilient business model, a committed team and a clear strategic roadmap. We are excited about the opportunities ahead and remain dedicated to delivering long-term value to our stakeholders.

Thank you for your continued trust and support.

Sincerely,

Morten Meier
Chief Executive Officer, Techstep

Built upon a decade of telecoms and mobile technology expertise, Techstep was established in 2016. Through a series of strategic acquisitions, Techstep has solidified its presence in Scandinavia and later expanded into European markets through Poland. Positioning as a mobile technology specialist, the company’s overarching business strategy centres on combining mobile devices with proprietary and/or licensing software and expertise, helping organisations to work smarter and more sustainably. The goal is to be the leading mobile technology company in Europe.

Techstep serves more than 2 100 enterprise customers across different industries and sectors, helping both office workers and frontline workers optimise their work. Based on Techstep’s unique mix of competence and partnerships, Techstep has been recognised by Gartner as a challenger in the global quadrant for Managed Mobility Services.

While the company's primary market remains Scandinavia, where its full product portfolio is readily accessible through direct sales and partnerships with both private enterprises and the public sector, its strategic go-to-market focus extends across Europe, led from Poland. Through partner programmes, Techstep offers standardised and scalable solutions, either as stand-alone offerings or bundled with partners' solutions, facilitating broader market penetration and customer reach.

In 2024 Techstep has focused on primarily three elements to drive profitability: to transfer customers to a recurring revenue business model and high margin products and services; to develop the partner channel for own software and managed services; and to continue to optimise the organisation and reduce the cost base.

Despite a downturn in the mobile device sales, the focus on transferring customers to a recurring revenue business model and high margin products and services started to yield results, and the annualized recurring revenue at the end of 2024 was NOK 330 million, vs. NOK 312 million at the end of 2023.

The cost optimisation plan initiated in Q4 2022 delivered successful continued cost optimisation during 2024, resulting in a substantially lower cost base compared with 2021, both related to operating expenses as well as investments in internal IT infrastructure. The work with optimising Techstep’s cost base and IT infrastructure continues in 2025.

Our indirect sales continue to grow and gain ground across Europe, both with domestic partners in the Nordics and with partners and resellers with global reach. In September 2024, Techstep successfully onboarded the first devicenow customer to the Lifecycle platform, according to plan. Leaving 2024, the partnership is fully operational, and several additional customers are on board the platform.

This milestone follows the strategic partnership agreement entered in Q1 2024 with devicenow, a global provider of subscription-based IT devices, aimed at introducing Techstep’s Lifecycle management platform to a wider customer base worldwide. Devicenow, which has a global reach across 190 countries, serves several major global customers. This partnership allows Techstep to increase its global reach whilst devicenow can add further great value to their offering through the Lifecycle platform. Additionally, the partnership includes opportunities for incorporating Techstep’s managed services into devicenow’s portfolio.

In October, Techstep signed the strategic partnership agreement with the Norwegian mobile operator ICE, for introducing Techstep’s own software and managed services to their B2B customers. In Q4, the first customer with ICE was onboarded, in line with the plan.

In February 2025, Techstep announced that it has entered a letter of intent with a leading IT vendor, marking its strategic entry into the Irish and UK markets. With this partnership the vendor will adopt Techstep’s Lifecycle platform as their standard solution for Device-as-a-Service (DaaS) offerings, enhancing operational efficiency and customer experiences. Both companies are committed to going live with the Lifecycle platform this year with customers onboarded in the fourth quarter. The commercial model includes a license price per device per month.

Techstep’s direct sales encompass the entire portfolio across software, hardware and services through the direct sales teams in the Nordics, serving private enterprises and the public sector. Techstep manages mobility for all types of work scenarios, covering both knowledge workers and frontline workers, and any hybrid combination. Our solutions streamline everything from planning and procurement to device lifecycle management and circularity. This includes over-the-air enrolment, logistics, sustainable recycling, and best practice device management and security. Techstep empowers knowledge workers in a sustainable and cost-efficient way with an automated and self-service driven solution to increase their productivity and manage their entire mobile estate. The frontline workers are equipped with mobility solutions to boost workforce productivity with our end-to-end mobile solutions including industry-specific applications, providing fully managed mobility for your organisations needs and the people performing at the edge of your business.

The commercial strategy includes increased focus on the public sector, both through upselling on existing agreements and by winning new tenders. The previously announced pilot project with Sykehuspartner is steadily progressing forward. The ambition is to deliver a completely managed mobility service, including devices, lifecycle management and managed services for all office and clinical devices in the Health South-East region. Several pilots have been rolled out to hospitals and departments, and Techstep aims to finalise the full scope of deliveries to fully manage business critical devices serving their 82 000 users in the region. The final comprehensive service contract is expected to be finalised during Q1, with a phased roll out over the next years. In parallel, we continue to roll out devices and services to selected projects, both new hospitals and health institutions in the region. This will accelerate further in the coming months and throughout 2025. Strong momentum from the Tradebroker frame agreement that went live in October continued during Q4, growing and expanding existing customers, as well as onboarding new customers.

Techstep continues to focus on upselling and converting existing customers from transactional to recurring sales. This will enhance financial predictability for Techstep, while at the same time ensuring better value for customers by providing them with continuous service rather than one-off transactions. Today, Techstep has the following three revenue streams:

Techstep’s consolidated financial statements have been prepared and presented in accordance with the IFRS® Accounting Standards as adopted by the EU, relevant interpretations, and the Norwegian Accounting Act. A summary of internal controls related to the accounting process can be found in the Corporate Governance section of this Annual Report.

Techstep has in 2024 strengthened the risk management. Key milestones in 2024 were obtaining ISO/IEC 27001:2022 certification and enhancing the third-party risk management through a new Governance, Risk and Compliance (GRC) tool, ensuring improved oversight of vendor security risks and compliance tracking. There is frequent risk reporting to the management and Board. The goal is to support effective execution and decision-making to reach the company’s goals and to ensure compliance with legal and regulatory requirements.

As a mobile technology company, Techstep is exposed to a range of risks that may affect its business and financial results. Some key risks are highlighted below. Reference is also made to the investor presentation of October 2024, pages 31-37 for information on potential risk factors. The presentation is available from the company’s website www.techstep.io/investor.

See note 23.

Techstep’s corporate governance structure is based on Norwegian legislation and the Norwegian Corporate Governance Board (NUES/NCGB), last revised 14 October 2021. A statement on Techstep’s corporate governance principles and practices is provided in a separate section, Corporate governance report of this annual report. In the company’s own assessment, Techstep did not deviate from any sections of the Code as at year-end 2024.

Techstep has Directors and Officers liability insurance for the Group. The insurance covers the Board’s and the management’s legal personal liability for financial damage caused by the performance of their duties.

Techstep’s mission is to make positive changes to the world of work through mobile technologies; freeing people to work more effectively, securely and sustainably. The company’s sustainability agenda is an essential part of the company’s mission.

As a signatory to UN Global Compact, Techstep is committed to responsible business practices in the areas of human rights, labour, equality, anti-corruption and the environment. During 2024, Techstep has strengthened its focus on environmental, social and governance (ESG), risk and compliance. The organisation has implemented management practices according to ISO 27001 (information security) and achieved certification in addition to the 2023 ISO 9001 (quality) and 14001 (environment) certifications. Subsequently, Techstep has further improved its EcoVadis sustainability rating to Gold-level, placing Techstep among the top 5% of more than 130 000 companies evaluated globally. In October, Techstep made its annual report on climate risks and opportunities through Carbon Disclosure Project (CDP). In 2024 Techstep also started preparing for Corporate Sustainability Reporting Directive implementation (CSRD). However, on 26 February 2025, the EU Commission published proposals entailing that Techstep would no longer be subject to the scope of CSRD.

Details on Techstep’s material ESG activities are included in a separate chapter, Sustainability of this annual report, which covers what Techstep does to promote, uphold and recognise human rights, labour rights, social issues, working environment, climate and environmental aspects and anti-corruption measures into the business strategy, daily operations and the relationship with stakeholders. The chapter also includes Techstep’s reporting pursuant to the Norwegian Transparency Act and the Equality and Anti-Discrimination Act.

As at 31 December 2024 Techstep’s share capital was NOK 34 407 158, divided into 34 407 158 ordinary shares, compared to a share capital of NOK 31 629 381, divided into 31 629 381 shares, at the end of 2023. During the year, Techstep successfully completed a private placement of NOK 30 million by issuing 2 777 777 new ordinary shares at NOK 10.80 per share.

The total number of shareholders was 3 361 (3 370) at year end, and the company’s largest shareholder, Datum AS, held 18.3% of the shares. The 20 largest shareholders held 69.9% (69.4%) of the shares outstanding, and Techstep holds 192 treasury shares.

For detailed shareholder information, see note 25 in the consolidated financial statements for 2024.

Techstep serves more than 2 100 customers across industries in both the private and public sector in Europe, and is recognised by Gartner as the only challenger in the Magic Quadrant for Managed Mobility Services. Techstep’s goal is to become the leading mobile & circular technology company in Europe for customers that want to work smarter, securely and more sustainably.

Techstep believes that the market for mobile and circular technology solutions and services will continue to increase due to digitalisation, stricter regulation and growing complexity alongside a rapidly evolving security threat landscape. The company considers itself well positioned as enterprises and public sector organisations need help to manage their mobile device portfolio in a sustainable way and keep their mobile ecosystem up to date.

Techstep signed several frame agreements with public sector organisations during 2023 and 2024, with opportunities for upselling products and services. There are indications that the customers’ readiness is slower than anticipated and improving upsell on these agreements and new public sector agreements is a focus area in 2025 together with the revised partner strategy. During 2024, Techstep signed several strategic partnership agreements to boost sales and scalability of Techstep’s own software. These agreements represent opportunities for significant growth in a steeply growing market. Moving into 2025, the expansion in the partner channel is developing according to plan and is expected to gradually materialise during the next years.

Techstep has successfully delivered on the cost optimisation programme announced in late 2022 and continued with the strict cost focus in 2024. By aligning Techstep’s organisation and cost base with a more simplified portfolio and extracting synergies from acquired companies, cost reductions of more than 30% have been achieved since Q4 2022. Ensuring continued optimisation of Techstep’s underlying cost base continues into 2025. At the same time, there is a need for investments and upgrades of the IT infrastructure to increase efficiency and further reduce costs going forward, and these investments will continue through 2025.

As the first half of 2024 was highly affected by the decline in device sales, 2024 closed with a 2% decrease in total revenues and net gross profit. However, the decline in revenues turned in the second half of 2024, and moving into 2025 recurring revenue contracts are record high. Going forward, profitable growth will be driven through increased margins by upselling more value-adding products and services in the Scandinavian market, as well as expanding the European reach through new and existing partner channels. Transitioning into the new partner channels is progressing well but is taking somewhat longer time than first anticipated, and the predictability of timing of the ramp up is uncertain. Techstep’s ambitions for 2025, are to grow recurring revenues annualised by 15-25%, and achieve a net gross profit growth of 12-18% and an EBITA adj. conversion of 13-18%.

Oslo, 29 April 2025, signatures from the Board of Directors and the CEO of Techstep ASA:

Mr. Meier is a seasoned senior executive with more than 25 years of experience from the software and technology industry, including leadership, strategy, business development, sales, marketing and operations. He has a proven track record of driving high performance teams and delivering profitable growth, and is passionate about driving transformation, innovation, growth and customer success. Prior to Techstep, he spent the ten past years with Microsoft Norway, where he served several positions on the leadership team, latest as Senior Director Marketing & Operations (COO) and Deputy General Manager. Previous experience includes four years of leadership positions at IBM in Norway and at the Nordic level, and almost ten years with Hewlett-Packard.

Mrs Solum joined Techstep from the role as Partner in Uniconsult AS, and brings extensive experience from all finance functions, such as accounting, tax, controlling, treasury and investor relations and significant experience from change management, turn-around cases and IPO processes. She has worked in both private and publicly listed companies and has previously held positions such as CFO in TeleComputing ASA, Finance Director in Findus AS, as well as several years as management consultant and partner. Mrs Solum holds a bachelor’s degree from University of Colorado Boulder, as well as an MBA from the Norwegian School of Economics (NHH).

Mr. Landerborn is an experienced executive with deep understanding of the mobile technology industry, having held several prominent positions within Techstep. This experience includes his role as Deputy Managing Director and Chief Operating Officer at Optidev AB, which Techstep acquired in 2020, and as part of Techstep’s executive management team since Q4 2022. He is passionate about strategy and operational excellence, mobile technology solutions, and developing a strong and winning company culture. He is actively involved in local tech initiatives in Borås, Sweden, to make sure rising tech stars choose Techstep as their employer. Mr. Landerborn holds a bachelor’s degree in computer science from the University of Borås, Sweden.

Ms Lim has over 22 years of international brand, marketing and communication experience in telecom, food & beverage, media and pharmaceutical and HR tech. Ms Lim came to Techstep from the position as Marketing and Communication Director at Zalaris, a provider of simplified HR and payroll administration. Previous positions include 12 years with Telenor’s international operations, where she worked through change and improvement projects across all 12 markets in which Telenor was involved. Ms Lim has an executive MBA from BI Norwegian Business School and ESCP European Business School, as well as a bachelor’s degree for business (marketing) from University of Monash.

Mr Leoszewski is an experienced IT and software leader and entrepreneur. He is experienced in building software products and their strategy, setting a long-term technology direction with cybersecurity always at the forefront. As a software engineer in 2006, Mr. Leoszewski co-founded Famoc, where he was first responsible for product development and engineering as Chief Technology Officer, and in 2012 transitioned to a CEO role - growing the company from just an idea into a recognised player in the enterprise mobility market. Famoc was acquired by Techstep in 2021. Mr Leoszewski holds an MSc in computer science from the Technical University of Gdansk and an Executive MBA from Rotterdam School of Management. He is also a member of the Polish chapter of the Entrepreneurs' Organisation.

Ms. Almbring is an experienced HR executive with over 20 years of experience in strategic and operational HR, leadership development and organisational growth. She has deep expertise in talent management, recruitment, HR processes and employee engagement, supporting companies through transformation and change.

She joined Techstep in 2022 as HR Business Partner and was appointed Chief People & Culture Officer in 2025. Prior to Techstep, she held senior HR roles at AB Regin, Ingram Micro, and Brightpoint Sweden AB, where she worked closely with leadership teams to develop and implement HR strategies across multiple markets.

Ms. Almbring is committed to fostering a strong workplace culture built on trust, clear communication and collaboration. With a background as a yoga instructor, she also brings a unique perspective on well-being and personal growth.

Mr Jacobs is the Executive Vice President of the Nordics at Crayon ASA, a customer-centric innovation and IT services company. He has more than 30 years’ experience from extensive management positions from several international technology companies. He previously was the CEO of Fell Tech and before that he was the CEO of Atea Norway, where he improved its business performance and led the transformation to more value-added services. He also served as the Managing Director of Microsoft Norway and the Managing Director for the Nordics at Dell. He also has experience from Oracle and Telenor, both in Norway and internationally. He has a degree from California Lutheran University and continuing education from, among others, Harvard University. Customer focus, technology innovation and building strong diverse teams are areas that Michael is passionate about. Mr Jacobs is a Norwegian citizen, living in Oslo, Norway.

Mr Rugseth has served on the Board in Techstep since February 2019. In January 2023 he stepped down as Chairperson of the Board and remained as an ordinary Board member. Mr Rugseth is a co-founder and Board member of Crayon Group ASA and Link Mobility Group ASA, and other current directorships include Chairman of Karbon Invest AS, Sikri Group ASA, Kastel AS and Rift Labs AS, among others. Over the past 30 years he has founded a number of companies within the IT sector. He has also held the position as chief executive officer in some of the largest IT companies in Norway, including ARK ASA, Cinet AS and Skrivervik Data AS. Mr Rugseth studied business economics at the Norwegian School of Management. Mr Rugseth is a Norwegian citizen, living in Switzerland.

Ms Leisner has served on the Board of Techstep since February 2016. She has extensive experience as head of audit committees and member of boards in listed companies, currently including the board of Maritime and Merchant Bank ASA, and Xplora Technologies AS. Over several years she held various positions with Statoil (Equinor), including Head of Portfolio Management Electric Power and trader of different oil products. She holds a Bachelor of Business Administration (Siviløkonom) from the University of Texas. Ms Leisner is a Norwegian citizen, living in Oslo, Norway.

Ms Mulholland has served on the Board in Techstep since April 2021. Ms Mulholland is Chief Executive Officer of Crayon, a digital transformation expert that through innovation and services helps companies worldwide leverage the power of technology. Her previous experience include 12 years at Microsoft, leading strategy and business development, and two years in Intel Corporation. She has authored 12 books focused on how to build a business in the Cloud and is a board advisor for SHE, Europe’s largest gender equality conference. Ms Mulholland holds an MA in Business Administration and Strategic Management from Regis University in Colorado. She is a US national, living in Oslo, Norway.

Mr Arnet has served on the Board in Techstep since September 2021. Mr Arnet has more than 30 years of experience in national and international finance, industrial and financial investments. He is the CEO of Datum AS, one of the company’s largest shareholders, and has held several board positions in listed and non-listed companies, including Kahoot! AS, NRC Group ASA and several companies within the Datum group. He holds a master's degree from University of Denver and London Business School. Mr Arnet is a Norwegian citizen, living in Oslo, Norway.

In Techstep, we want to make positive changes in society by making the world of work smarter and more sustainable.

Techstep is dedicated to upholding and championing internationally proclaimed human rights and workers’ rights, as evidenced by our ESG policy and commitment to the UN Global Compact. We want to ensure a responsible value chain and do our part in minimising adverse impacts on people and our planet.

Collaboration with our partners and suppliers is pivotal to our value chain, as they play a crucial role in providing the products and services necessary for delivering mobile technology solutions to our customers. However, this collaboration also entails shared responsibilities. We actively address environmental impact concerns within our supply chain and remain vigilant about potential social and compliance risks, including human rights infringements.

While we acknowledge that we do not exercise direct control over working conditions or environmental emissions in our supply chain, we believe in advocating for positive change. Our approach involves responsible sourcing, where we set clear expectations for our third-party partners. We challenge them to continually improve and foster ethical and sustainable business practices.

The cybersecurity landscape continues to evolve, with increasingly sophisticated threats targeting businesses worldwide. As mobile devices, particularly smartphones, play a central role in corporate operations, they also present heightened risks due to their dual use for personal and professional purposes. Protecting company and personal data remains a top priority, requiring stringent procurement and management practices for enterprise mobile solutions.

At Techstep, information security is a cornerstone of our commitment to customers. As we expand our focus on software solutions, integrating security and privacy into our product development and operational workflows remains paramount. We adhere to stringent regulatory requirements and industry best practices, ensuring that our solutions help customers safeguard their data effectively.

In 2024, Techstep achieved a significant milestone by obtaining ISO/IEC 27001:2022 certification, reinforcing our commitment to best-in-class information security management. This certification underscores our dedication to implementing robust policies, processes and technologies that meet global security and privacy standards. We continue to uphold comprehensive technical and organisational measures to protect customer data from risks such as unavailability, loss, unauthorised access, and cyber threats.

To further strengthen our security posture, we enhanced our third-party risk management by implementing a new Governance, Risk and Compliance (GRC) tool in 2024. This ensures improved oversight of vendor security risks, compliance tracking and risk mitigation strategies. Additionally, we have deployed a new penetration testing platform, enabling continuous security testing and proactive identification of vulnerabilities across our systems and applications.

Recognising the ever-present danger of phishing and other cyberattacks, we have reinforced our security awareness initiatives. Regular training sessions, including onboarding for new employees, ensure that our workforce remains vigilant against emerging threats. In 2024, 99% of our employees completed security training, reinforcing our strong security culture and commitment to risk mitigation.

Techstep remains dedicated to continuous improvement in information security. Our rigorous incident management procedures enable swift and effective responses to potential threats. Notably, in 2024, we did not experience any incidents involving customer data leakage.

With ISO/IEC 27001:2022 certification, enhanced third-party risk management, continuous penetration testing and a strong security culture, Techstep continues to strengthen trust and resilience in an ever-changing digital landscape.

Techstep’s commitment to business ethics and compliance with international regulations and internal policies is anchored in our code of conduct. The code of conduct outlines the principles guiding the Group’s operations toward ethical, sustainable and socially responsible practices. Every employee is required to review the code of conduct and sign that the content has been read and understood. Each team member bears individual responsibility for ensuring that their actions align with the tenets of the code. Techstep’s code of conduct also establish protocols for reporting any suspicions or instances of illegal or unethical behaviour. We provide a confidential channel, operated by a third party, for discrete handling of such reports. Our Compliance function is entrusted with the handling and monitoring of reported compliance concerns. Techstep received no reported concerns in 2024. We maintain a zero-tolerance stance against bribery, money laundering and corruption, recognising the harmful impact they pose to legitimate business practices. Anti-corruption messaging is communicated to employees through the code of conduct and associated policies. Going forward, we are committed to enhancing our internal policies and procedures, including providing training to all employees to reinforce our stance against unethical conduct.

Techstep is a Norwegian public limited company listed on the Euronext Oslo Børs and subject to corporate governance reporting requirements according to the Norwegian Accounting Act section 3-3b, the Oslo Stock Exchange Rule Book II – Issuer Rules, Chapter 4.4, and the latest version of the Norwegian Code of Practice for Corporate Governance (the “Code”), freely available at lovdata.no, oslobors.no and nues.no, respectively.

The principles and implementation of corporate governance are subject to annual reviews and discussions by the company’s Board of Directors. This report forms part of the Board of Directors’ report and discusses Techstep’s main corporate governance policies and practices and how Techstep has complied with the Code of Practice in the preceding year. Application of the Code is based on the “comply and explain” principle, which stipulates that any deviations from the Code are explained.

By the company’s own assessment, Techstep did not have any deviations from the Code of Practice in 2024.

The business activities in which Techstep is engaged are set forth in the articles of association of Techstep ASA, section 3:

“The company’s purpose is to engage in business operations within information and communication technology, and to develop and provide solutions and software related to the mobility, digitalisation and consultancy business and everything that belongs thereto, including owning shares and other securities in other companies.”

The articles of association are published on Techstep’s website.

The Board has established clear objectives and strategic ambitions, with responsible business as a foundation for Techstep’s strategy, to support value creation for its stakeholders. The company’s objectives and strategic ambitions, which are reviewed on an annual basis, are described in the annual report for 2024, together with a report on the company’s environmental, social and governance measures.

As at 31 December 2024, Techstep’s total equity was NOK 578 million and total liabilities amounted to NOK 600 million, which corresponds to an equity ratio of 49%, and a debt-to-equity ratio of 104%. The Group's liquidity is closely monitored by management and the Board of Directors, and the Group has access to multiple funding sources during the transformation process should the need arise going forward.

Techstep has not established a dividend policy beyond a consensus that the company’s goals and strategy are to increase shareholder value and contribute to an attractive market for the company's shares. Techstep has not paid dividends to date and does not expect to pay a dividend in the coming years. Techstep’s intention is to retain future earnings to finance operations and expansions of the business. Any future decision to pay a dividend will depend on the company's financial position, operating profit and capital requirements.

Board mandates

Three authorisations were granted to the Board of Directors at the annual general meeting on 29 May 2024:

• Authorisation to increase the share capital by NOK 6 325 876 in connection with cash and non-cash contributions, including mergers. It is valid until AGM 2025, but no later than 30 June 2025. The amount utilised was NOK 2 777 777 in connection with the private placement share issue in October 2024.
• Authorisation to increase the share capital with up to 10% of outstanding shares, NOK 3 440 716 after the share issue in October 2024, in connection with the company’s share incentive programme for its leading employees. Amount utilised was NOK 3 427 835. It is valid to AGM 2025, but no later than 30 June 2025.
• Authorisation to acquire 10% of the share capital (treasury shares). Valid to AGM 2025, but no later than June 2025.

There was a separate vote on each of the three authorisations. For supplementary information about the authorisations, reference is made to the minutes of the annual general meeting held on 29 May 2024, available from www.techstep.io and www.newsweb.no.

Techstep ASA has one class of shares. Treasury shares will be traded on the stock exchange or in accordance with guidelines from Oslo Børs.

According to the Norwegian Public Companies Act, the company's shareholders have pre-emption rights in share offerings against cash contribution. Such pre-emption rights may be set aside, either by the general meeting or by the Board based on authorisation to the Board. In the event of a capital increase based on authorisation from the general meeting, where the pre-emptive rights of shareholders are set aside, the company will provide the reasons for the practice in the stock exchange notice in which the capital increase is announced. On 9 October 2024, Techstep successfully completed a private placement of NOK 30 million. The Board is of the view that it was in the common interest of the company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the company expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue.

Any transactions in treasury shares, i.e., a share buy-back programme, will be carried out either through Oslo Børs or otherwise at stock exchange prevailing prices. If there is limited liquidity in the company’s shares, the company will consider other ways to ensure equal treatment of all shareholders. There were no transactions in treasury shares during 2024.

For significant transactions with closely related parties, the company will use valuations and statements from an independent third party if the transaction is not to be considered by the general meeting. There were no such transactions in 2024. For further information, refer to note 23 – “Related party transactions” in the annual report for 2024.

The company’s shares are freely negotiable on the Oslo Børs. There are no restrictions on owning, trading or voting for shares in the articles of association.

The general meeting is the company's highest decision-making body. The general meeting is open to all shareholders, and Techstep encourages shareholders to participate and exercise their rights at the company's general meetings. In order to vote, the shareholder must be registered with the Norwegian Central Securities Depository (VPS) at the time of the general meeting.

Notices of general meetings are sent no later than 21 days prior to the date of the general meeting. According to the company’s articles of association, there is no requirement to send the documents up for consideration by the general meeting directly to shareholders as long as the documents have been made available on the company’s website. The same applies to documents that by law are required to be included in or attached to the notice of the general meeting. A shareholder may nonetheless request that relevant documents concerning business to be transacted at the general meeting be sent to him or her. The registration deadline is set as close to the meeting as possible, and all the necessary registration information will be provided in the notice.

Shareholders who are unable to attend may vote by proxy. Whenever possible, the company will prepare a proxy form that permits separate votes for each item up for consideration by the general meeting.

The Chairman of the Board normally chairs the general meeting. In the event of disagreements about individual items, where the Chairman belongs to one of the factions or is for other reasons not regarded as impartial, another Chairperson will be appointed to ensure impartial treatment of the items up for consideration at the meeting.

On 29 May 2024, Techstep held its annual general meeting with 35.95% of the shares represented.

The nomination committee is governed by the articles of association section 6. The general meeting stipulates the guidelines for the duties of the committee and determines the committee’s remuneration. The current instructions were approved at the annual general meeting in 2022 and are available from the company’s website.

The committee nominates candidates for the Board and the nomination committee, as well as proposes the Board’s remuneration. Grounds for nominations by the nomination committee are provided when nominees are presented to the general meeting. All shareholders are entitled to nominate candidates to the Board, and information on how to propose candidates can be found on the company’s website.

The current nomination committee consists of two members, Kyrre Høydalen (Chair) and Anders Hungnes Tautra. At the annual general meeting on 29 May 2024, Anders Hungnes Tautra replaced Jonathan Raknes. Kyrre Høydalen is elected until the annual general meeting in 2025 while Anders Hungnes Tautra is elected until annual general meeting in 2026. Høydalen represents Datum AS, the company’s largest shareholder and is a colleague of Board member Harald Arnet. Anders Hungnes Tautra holds the position as CFO of Karbon Invest and represents the company’s second largest shareholder.

The Board of Directors shall consist of three to seven members as regulated in the articles of association section 5. The Board and the Chairman are elected by the general meeting for two years and may be re-elected.

All of the board members were on the annual general meeting 2023 elected for a period of two years, until the annual general meeting in 2025, thus they were not up for election in 2024.

The composition of the Board is based on the representation of the company's shareholders, as well as the company's need for competence, experience, capacity and ability to form balanced decisions. Information on each director’s expertise, background and capabilities can be found on the company's website www.techstep.io and in section Board of Directors.

All Board members are regarded as independent in relation to the company's executive management and material business contacts. Three of the five Board members are regarded as independent of the company's main shareholders. Board members are encouraged to hold shares in the company.

The Board of Directors is responsible for overseeing and supervising the company's management and operations. The duties and procedures of the Board are regulated by the Norwegian Public Limited Liability Companies Act. In addition, the Board has adopted supplementary rules of procedure which provide further regulations on inter alia the duties of the Board, the Chairman and the CEO, as well as work, responsibilities, authorisations and reporting.

The Board is responsible for determining the company’s overall goals and strategic direction, principles, risk management and financial reporting. The Board is also responsible for ensuring that the company has competent management with a clear internal distribution of responsibilities, as well as for continuously evaluating the performance of the CEO.

Techstep treats transactions with shareholders, Board members, employees and other related parties with due care. To ensure that these transactions and situations are handled in the best possible manner, the Board has set clear guidelines for handling agreements in which a Board member, or a party related to a Board member, may have an interest. There were no such cases in 2024. See also note 24 in this annual report.

The Board of Directors meets as often as necessary to fulfil its duties, and at least six times each financial year. The Board of Directors held 10 Board meetings in 2024 with 94% meeting attendance.

The Board conducts a self-assessment of its work periodically.

The Board of Directors has established three subcommittees to act as preparatory bodies for the Board. Members are elected by and among the Board.

The audit committee acts as a preparatory and advisory body to the Board with respect to financial reporting and external audits, risk management and internal control systems, corporate governance matters and the appointment mandate and remuneration of the external auditor. As at 31 December 2024, the audit committee consisted of Board members Ingrid Leisner and Melissa Mulholland, both considered as independent of the company. The audit committee met seven times in 2024.

The M&A committee assists the Board with tasks related to screening and evaluating potential M&A candidates and approves investment analysis and term sheets of proposed deals. The M&A committee consists of the Board members Jens Rugseth and Harald Arnet.

The remuneration committee assists the Board with tasks related to the company’s remuneration of executive management. As at 31 December 2024, the remuneration committee consisted of Board members Jens Rugseth and Harald Arnet. The remuneration committee met one time in 2024.

The Board is responsible for ensuring that Techstep has good systems in place for risk management and internal control. The systems and procedures for risk management and internal control shall ensure efficient operations, timely and correct financial reporting, and compliance with relevant laws and regulations. The audit committee meets annually with the auditor to review the company’s internal control routines, including identifying weaknesses and areas subject to improvements. The Board may engage external expertise if necessary.

During 2024, Techstep has further strengthened its governance, risk and compliance framework. Techstep’s management system is based on the ISO standard, with emphasis on quality, security and environment, to support day-to-day operations and promote continual improvement in the organisation. A risk- and opportunity-based approach is central in the standard. Risk reviews and reporting are conducted on a quarterly basis to identify current and potential risks that need to be addressed and mitigated. ESG, risk and compliance are also addressed at monthly management meetings and quarterly meetings with the audit committee.

Techstep’s financial accounts are prepared in accordance with IFRS. The Board receives monthly management reports on developments and results related to strategy, finance, KPIs, projects, challenges and plans for upcoming periods. In addition, quarterly reports are prepared in accordance with the recommendations of the Oslo Stock Exchange, which are reviewed by the audit committee prior to approval by the Board of Directors and subsequent publication. The auditor attends meetings of the audit committee and board meetings related to the presentation of the preliminary annual financial statements.

A summary of the company’s main risks is presented in the Board of Directors’ report and note 20 Financial risk management, in the annual report for 2024.

The remuneration of Board members is stipulated annually by the annual general meeting based on the nomination committee’s recommendation. The remuneration reflects the Board of Directors’ responsibilities, competence, time involved and the complexity of the business.

A total of NOK 1.8 million was paid in directors’ fees for 2024. Fees paid to each director are presented in the remuneration report for 2024, available from the company’s website www.techstep.io/investor.

The remuneration of the Board was not performance-based and the company has not granted share options to any board members. Members of the audit committee are remunerated separately. The company does not provide loans to Board members.

Board members observe general insider regulations for trading in the company’s shares. Reference is made to the Remuneration report for 2024 for an overview of shares owned by directors.

The main principle of Techstep’s executive remuneration policy is that the remuneration should be competitive and motivate to attract and retain executives with the required competence to strengthen and ensure the business strategy, long-term interests and sustainability of Techstep. The executive remuneration consists of a fixed salary and a variable part linked to the company’s performance, and pension schemes. Performance-related remuneration is subject to an absolute limit of 67% of the fixed salary for the CEO and 45% for the other executives and assessed on both financial, non-financial and operational criteria including sustainability and equality. The corporate objectives are set by the Board and determined for and agreed with the CEO. In 2024, the share option programme for executive management and certain other employees was extended. The programme is linked to value creation to the benefit of shareholders over time.

The executive remuneration guidelines have been presented to, and were adopted by, the annual general meeting on 23 May 2023. Detailed information about the remuneration of the executive management team can be found in the remuneration report for 2024, available from the company’s website.

Techstep seeks to comply with Euronext Oslo Børs’ Investor Relations (IR) recommendation, last revised 1 March 2021.

The Board has adopted an IR policy which sets the basic principles for the company’s communication and dialogue with capital markets participants, including roles and responsibilities. The policy is based on the principles of equal treatment and transparency, to ensure that stakeholders receive factual, relevant, timely and comprehensive information. The policy is available on the company’s website.

The responsibility for IR lies with the CEO and the Chairman, supported by the IR team. The IR team focus on the day-to-day communication and IR activities, while the Chairman focus on the shareholders’ expectations related to the company’s strategic direction and risk preparedness, as well as issues that require resolution by the general meeting.

Interim reports are provided on a quarterly basis, in line with the Oslo Stock Exchange’s recommendations. In connection with the interim reporting, presentations are given to the open public to provide an overview of the operational and financial developments, market outlook and the company’s prospects. The presentations are made available on the company’s website.

All information is primarily provided in English and is distributed to the company’s shareholders through Oslo Børs’ www.newsweb.no, and the company's website.

The company’s articles of association contain no defence mechanisms against takeover bids, nor have other measures been implemented to specifically hinder the acquisition of shares in the company.

In the event of a takeover process, the Board and the executive management shall ensure that the company’s shareholders are treated equally, and that the company’s activities are not unnecessarily interrupted. The Board has a special responsibility to ensure that the shareholders have sufficient information and time to assess the offer.

In addition to complying with relevant legislation and regulations, the Board will comply with the recommendations in the Code if the situation permits. The Board has established guiding principles for how it will act in the event of a takeover bid. The main principles include that the Board shall not hinder or obstruct any takeover bid, give shareholders or others unreasonable advantages, or protect their personal interests at the expense of others, and that the Board shall protect the shareholders’ values and interests.

If deemed necessary, the Board shall also ensure a valuation from an independent third party. On this basis, the Board will make a recommendation as to whether the shareholders should accept the bid.

At the extraordinary general meeting on 13 October 2023, PriceWaterhouseCoopers AS (PwC) was elected as Techstep’s new auditor with immediate effect. The auditor is considered independent of Techstep, which is annually confirmed to the Board. The audit committee performs an annual evaluation of the auditor’s independence.

The auditor prepares an annual plan for the implementation of the audit, which is made known to the audit committee and the Board. The auditor participates in the Board meeting dealing with the annual accounts. Here the auditor presents their views on accounting matters and principles, risk areas and internal control. The meeting includes an opportunity for a review with the Board without the company’s management present. The auditor participates in Board meetings at the request of the Board, as well as all audit committee meetings held in connection with the quarterly financial reporting.

The Board of Directors has prepared separate guidelines for using the auditor for services other than the audit. All non-audit services rendered by the Group’s auditor are preapproved by the audit committee, either through the guidelines or on a case-by-case basis.

Remuneration to the auditor is presented to and approved by the annual general meeting, including any fees for other specific assignments if relevant (also see note 5 in the annual report for 2024).