Annual Report Goodtech ASA 2013aarsrapport2013.goodtech.no/resources/files/Annual...Goodtech celebrated its 100th anniversary in 2013 which was an exciting and constructive anniversary

2013

Annual Report Goodtech ASA

Goodtech Årsrapport 2013 2

This is Goodtech Goodtech is a technology group working to develop and renew systems and facilities that are essential to society. With our core skills in the areas of electronics, automation, IT, machine and process technology, we contribute to a more streamlined energy supply, enhanced infrastructure and more efficient and environmentally friendly manufacturing. Goodtech is listed on the Oslo Stock Exchange, has a turnover of NOK 2.4 billion and employs approx. 1,500 people across more than 40 sites in Norway, Sweden and Finland. The Group is organised in five business areas: Projects & Services, Infra, Solutions, Environment and Products. We make a difference Irrespective of whether the Company is working on electrical installations in industry and the public sector, assembly of distribution boards, automation solutions, water treatment plants or streamlining solutions for industry, Goodtech has a business presence in the local community. We leave a lasting impression through the facilities and systems we build.

Upgrades to energy systems and infrastructure Goodtech contributes to an enhanced infrastructure in its work on projects such as the Hallandsåsen railway tunnel in Scania which is an important part of the extension of the West Coast Line between Gothenburg and Lund. Goodtech also contributes to enhanced utilisation of existing power systems as well as the development of green energy through its framework agreement with Småkraft AS. Last, but not least Goodtech contributes to securing the power supply for the future. In its partnership with Statnett, Goodtech has developed Promaps Online, a risk simulator capable of predicting errors in the power supply. The system, which was commissioned by Statnett in October 2013, will mean significant savings on the basis of enhanced flows in the power system, fewer bottlenecks and fewer black-outs due to disruption to lines. Promaps Online was nominated for the Technology Achievement of the Year Award 2013.

Increased efficiency and competitiveness in industry

Goodtech contributes to streamlining and enhanced competitiveness in industry through its development and supply of solutions for increased automation, better logistics, less transport and lower levels of energy consumption. Goodtech completed four major projects for the new iron ore mine in Kaunisvaara outside Pajala. Other examples are the high-bay warehousing projects for GEKÅS Ullared and new machinery for a packing line for Fresenius Kabi.

Society’s need for greener products and solutions

Goodtech’s activities were originally founded on environmental technologies – and Goodtech has a strong commitment to developing environmentally friendly solutions in all segments. Goodtech’s environmental solutions range from mini treatment plans for the treatment of waste water from holiday homes and residential dwellings to large projects for the treatment of sludge, heat recovery from sludge and complete biogas plants. In 2013, Goodtech won a contract for a complete biogas plant for Nordvästra Skånes Renhållnings AB (NSR) and a new waste water treatment plant which will serve the whole of the Municipality of Haugesund and parts of the Municipality of Karmøy.


Key figures Orders and profits (NOK million) *) 2009 2010 2011 2012 2013Sales earnings 562.0 1085.2 2007.6 2179.0 2434 EBITDA 27.2 70.0 64.3 76.7 86.2EBITDA % 4.8% 6.4% 3.2% 3.5% 3.5%Earnings before tax (EBT) 21.2 -31.5 11.5 51.2 54.6EBT % 3.8% -2.9% 0.6% 2.4% 2.2%Profits after tax 16.5 -43.6 18.6 51.3 41.5 Annual profits 16.5 -45.8 17.7 54.5 41.5 Order book 31.12 195.9 1080.6 1016.2 1143.1 1306.5

Cash flow Cash flow from operations 23.4 73.1 -89.5 115.6 -8.7

Balance Total assets 520.9 1326.3 1393.0 1443.3 1536.8Equity 373.3 650.6 667.0 687.8 725.2Equity ratio 71.7% 49.1% 47.9% 47.7% 47.2%Return on equity 4.6% -8.5% 2.8% 7.6% 5.9%Net interest-bearing debt -87.9 26.9 141.6 56.1 162.2Net debt ratio -23.6% 4.1 % 21.2% 8.2% 22.4%Current ratio 2.16 1.11 1.21 1.19 1.13

Shares Share price as at 31.12 (NOK) 2.15 2.01 1.57 11.65 15.90Profits per share (NOK) 0.10 -0.23 0.06 1.58 1.28Diluted profits per share (NOK) 0.10 -0.23 0.06 1.58 1.28Dividend per share (NOK) - 0.15 0.08 1.50 0.65

Historical information shown for 2011 and previous years has not been adjusted for the share consolidation that took place in 2012.

Employees Number of employees as at 31.12 347 1443 1371 1411 1482Number of full-time employees 327 646 1372 1388 1438

Health and safety Absence due to illness 3.94% 3.26% 3.47% 4.33% 3.83%

*) Continuing operations

Definitions of key financial figures: EBITDA: earnings before interest, taxes, depreciation and amortisation EBITDA %: (earnings before interest, taxes, depreciation and amortisation)/sales earnings EBT %: pre-tax profits/sales earnings Equity ratio: equity/total equity Equity profit ratio: profits after tax/average equity Average equity: (Equity 1.1 + Equity 31.12)/2 Profits per share: profits after tax/average outstanding shares Net debt ratio: net interest-bearing debt/equity Current ratio: current assets/short-term debt


Annual Report 2013 Goodtech celebrated its 100th anniversary in 2013 which was an exciting and constructive anniversary year. In 2013, Goodtech established a new strategic platform for the further development and growth of the Group. As part of this growth, Goodtech has also revised its vision, business idea, value basis and promises to its customers. The Board and management view Goodtech’s market situation, strategic position and future prospects as excellent. The Company Goodtech is a listed Norwegian technology group working in five business areas: Projects & Services, Infra, Solutions, Environment and Products. Goodtech ASA is the parent company and is listed on the Oslo Exchange. The Group is headquartered in Oslo and has major interests in Sweden and on Åland as well as in Norway. Vision and values

Goodtech’s vision is to create a better world through the integration of sustainable solutions.

Goodtech contributes to a sustainable society through its upgrades to infrastructure and energy systems. Our aim is to supply efficient solutions to increase competitiveness in industry and meet society’s environmental challenges.

Goodtech’s business idea is to develop and deliver projects, services and products for Industry, Energy, Environment and Infrastructure that add value for our customers.

Goodtech is currently one of Scandinavia’s leading suppliers of automation, electronics, industrial and environmental technology. The Group is one of Scandinavia’s leading electronics and automation companies and the largest process assembly contractor.

Goodtech’s values are customer focus, commitment, sharing, innovation and high performance. Our values are the rules we live by. Our corporate culture and values are summarised in these five key elements that underpin Goodtech’s strategies and contribute to our success and determination to make a difference. Strategy In 2013, Goodtech set out a new growth strategy for the future where organic growth within established areas will be stimulated further. The Group has additionally identified three strategic areas that are to be developed in the long term. These areas are:

Energy/power Aquaculture Oil and gas

For this purpose, the Group has initiated a management development programme to support its strategic initiative. The strategic programme called The Goodtech Way forms the basis for how we intend to develop our market position and our business in the future. Beyond this, we are focused on measures to improve profit margins and cash flow further.


2013 Key figures (NOK 1,000) 2013 2012 Change

Revenues 2,433,776 2,179,002 11.7%

EBITDA 86,218 76,661 12.5%

EBITDA margin % 3.5% 3.5%

Profit before tax 54,621 51,215 6.7%

Order book 1,306,466 1,143,089 14.3%

Number of employees 1,482 1,411 5.0%

It is gratifying to see that profitability in the Group’s largest business area of Projects & Services increased in 2013. The same applies to the business area of Infra. This confirms that the integration and improvement initiatives implemented in the preceding two years have paid off. But 2013 also saw challenges in other business areas. Solutions had a very poor year as a result of a sluggish market and poor profitability on some projects. Solutions, however, completed its largest single project in 2013 which takes the business to the next level. A number of measures both on the market side and in terms of internal procedures and control systems have been implemented to strengthen the organisation and improve profitability going forward. It is expected that these initiatives and cost adjustments will mean that Solutions will see positive results in 2014. The Group had an excellent order intake in 2013, with several large contracts in both Projects & Services and Infra. The order book is at a stable level and constituted NOK 1,306.5 million at the end of the year, compared to NOK 1,143.1 million at the end of last year. Goodtech also won several important contracts at the beginning of 2014. Market prospects are good, but there is still some uncertainty about the global economy. With the strategic position that Goodtech has established, Goodtech’s Board and management view the Company’s future prospects as excellent. As a basis for future growth, the Board will increase efforts to stimulate growth in line with its set strategy. The Board regards this as a good basis for creating positive value for shareholders and will continue an active dividend policy going forward. Projects & Services Projects & Services handles Goodtech’s various electronics, automation and assembly projects – from preliminary project stage and delivery to operation and maintenance. Key figures (NOK 1,000) 2013 2012 Change

Revenues 1,576,982 1,424,007 10.7%

EBITDA 79,800 44,587 79.0%


Order book 813,476 618,134 31.6%

Number of employees 1,162 1,101 5.5%

Projects & Services had 1,162 employees at the end of the year, of whom 975 were in Sweden compared to 1,101 (924 in Sweden) at the end of 2012. This business area was extremely busy in 2013 – with several major on-going projects. It is gratifying to see that profitability within the Group’s largest business area of Projects & Services increased in 2013. EBITDA rose by 79% compared to the previous year. This confirms that the integration and improvement initiatives implemented in the preceding two years have paid off. Goodtech won several major contracts in 2013 including a new contract for MaxLab IV for Peab, a turnkey contract for electrical and telecommunications installations for the Mall of Scandinavia, Scandinavia’s largest shopping centre, in Stockholm as well as a contract for Svenska Kraftnät for the construction of the new Karlslund power station. In Norway, Småkraft extended Goodtech’s contract for a further two years. Large projects such as Brista, MaxLab IV and the Stockholm Arena have contributed to high activity levels within Projects & Services in 2013. Activity levels in the power sector have also been high in Sweden, including the Tuna project for Svenska Kraftnät and the Storfinnforsen project for EON. The general market outlook in Sweden is regarded as good. In northern Sweden, billions of kroner of investment in hydropower, wind power and upgrading of mines is scheduled for the years to come. The need for improvement of


the energy/power sector also provides growing market potential in both Sweden and Norway. The industry is still characterised by caution due to the uncertainties in the global economy. Goodtech has set up a market/customer programme called Power by Goodtech, in which our combined capabilities in energy and power solutions for our power customers is made clear. Activities are on-going to strengthen the business to meet future growth:

Enhanced project management systems Skills development and training Activities to increase chargeability levels and reduce indirect time through enhanced resource utilisation Coordination of procedures and work practices

This is expected to contribute to further streamlining and optimisation of operating margins going forward. Infra Group activities related to railway and metro have their own separate business area called Infra. This is an area in which the Company has seen strong growth in recent years and in which the Company possesses significant expertise. The Group continues to increase capacity, structuring this business and positioning Goodtech in a market where major investments are planned in the years ahead. The need for upgrading railways and an increased focus on safety are strong drivers in this segment. Key figures (NOK 1,000) 2013 2012 Change

Revenues 294,412 204,142 44.2%

EBITDA 10,621 4,937 115.1%


Order book 285,736 291,906 -2.1%

Number of employees 66 54 22.2%

Infra has been awarded several major contracts in the past two years. The contract for SEK 150 million for the Swedish Transport Administration related to the Hallandsåsen rail tunnel project in Scania at the beginning of 2013 confirms our position in the marketplace and includes several of Goodtech’s areas of expertise in railway, electricity and tunnel installations. Infra currently has several major on-going projects. Underlying margins are increasing. Infra is working to enhance capacity utilisation and profitability. Many projects are planned within rail infrastructure in Sweden and Norway. With the Swedish Transport Administration’s investments of several billion kroner in the coming years, there is ample opportunity for increasing activity and winning more contracts in the railway segment. The market outlook for Infra is also considered good in Norway, where Goodtech is preparing for future projects. Solutions In this business area, Goodtech supplies production lines, machinery and logistics solutions. Goodtech is able to offer its own technologies with brands such as Portabulk® and MTH Warehouse, LECAB production lines. Goodtech also supplies its own technology and solutions in the area of robot cells and material transport. Goodtech also exports selected products and technologies. Key figures (NOK 1,000) 2013 2012 Change

Revenues 199,301 256,843 -22.4%

EBITDA -10,282 8,455 -221.6%

EBITDA margin % -5.2% 3.3%

Order book 73,184 71,733 2.0%

Number of employees 133 145 -8.3%

The number of employees in this business area was 133 at the end of the year, of whom 110 were in Sweden compared to 145 employees (123 in Sweden) at the end of 2012.


Solutions had a very weak year in 2013 due to a sluggish market and impairment on three individual projects within systems, project delivery and bulk handling. These projects are now complete. The organisation has been strengthened to prepare it for more and larger projects in the future. Project management procedures and management systems are being upgraded to enhance project implementation. It is expected that these initiatives and cost adjustments in Solutions will provide positive results in 2014. After a period of weak growth in some markets, developments have recently improved. Along with great sales and marketing activity, this resulted in increased orders in late 2013, and Solutions won several new contracts within high-bay warehousing, production lines and packaging. The prospect base is growing, and work related to ongoing projects and current contracts is also increasing. Market prospects are regarded as good, although the outlook is varied for the different industrial areas we are involved in. The pharmaceutical, food and automotive industries are expected to provide Solutions with good opportunities going forward. Environment This business area supplies environmental technology, water and sewage treatment plants and water purification solutions. Most projects in this business area are handled by Goodtech Environment AB which is has divisions on Åland (Finland) and in Norway. Well-known brands include Biovac®, Fluidtec® and KOBIX. With its mini Biovac® treatment plant, Goodtech is considered a market leader in the Norwegian market. Key figures (NOK 1,000) 2013 2012 Change

Revenue 296,566 239,282 23.9%

EBITDA 8,016 17,088 -53,1%


Order book 129,835 147,820 -12.2%


Environment had 78 employees at the end of the year, of whom 42 were on Åland, compared to 71 employees last year (38 on Åland). The main reason for lower profits in 2013 compared to the record year of 2012 was weaker Biovac® product sales. The season had a late start due to frost. In several geographic areas, the authorities deferred deadlines for completion of mandatory renewal of sewage systems. Organisational problems also arose in 2013 and the organisation had to be strengthened as a result. Environment on Åland is at full project capacity where effective and active project management continues to ensure good margins, although the end of the year was slightly weaker than expected due to increased costs in the final phase of one project. The order book is stable, and Environment has been awarded several important contracts during the year both in the water and sewage sector and in biogas. After year end, Environment won the contract for Tønsberg Vestfold Biogas worth approximately NOK 40 million. Goodtech has positive expectations for 2014 for this product segment – with expected commencement of municipal regulation in several geographical areas in Norway. There has been a significant increase in the sales of Biovac® products in the Swedish market due to environmental initiatives in a number of Swedish municipalities. This is an important confirmation of the potential we see in the Swedish market in the medium term. Environment in Norway has introduced a new financial management system and moved into new premises that are suitable for further volume growth. There is still a high level of major government procurement within the water and sewage sector, with a good level of prospects and tenders. Within biogas, Goodtech raised activity levels and tenders are on the increase.


Products Goodtech is a distributor of automation, communication and electronic components and instrumentation. Goodtech represents several well-known manufacturers. Key figures (NOK 1.000) 2013 2012 Change

Revenue 92,716 80,082 15.8%

EBITDA 7,092 8,766 -19.1%

EBITDA margin % 7.6% 10,9%

Order book 4,235 13,496 -68.6%


The order book at the end of the year was NOK 4.2 million. However, the majority of sales are current product sales and only a small portion of sales goes through the recorded order book. In 2013, Goodtech Products won several important contracts for the delivery of products and solutions for the oil and service industries. Goodtech has been awarded several contracts in the road and transport sector and is established in the market as a leading supplier of control systems for tunnel and traffic monitoring. Goodtech Products is also well positioned in the environment market. Market prospects are regarded as good for oil and gas, transport and water/environment. Within traditional land-based industry, the market outlook is weaker with continued relatively low levels of investment. A good level of prospects are coming in and our tender activities in Products are increasing. The organisation was strengthened with more sales expertise and financial systems in 2013 – so that we are well equipped for future growth. Cash flow, investments, financing and liquidity At the end of the year, the Group’s total capital was NOK 1,536.8 million, of which current assets were NOK 772.6 million and fixed assets were NOK 764.2 million. The Group’s equity as at 31 December is NOK 725.2 million which gives an equity ratio of 47.2% compared to 47.7% last year. In 2013, cash flow from operations was negative at NOK 8.7 million compared to a positive cash flow from operations of NOK 117.1 million in 2012. Cash flow from operations will, of course, vary from period to period depending on the composition of projects and project invoicing dates. Cash flow from operations in 2013 was significantly impacted by capital being tied up on a few major projects. Goodtech prioritises good cash flow management and in 2013 we focused intensely on measures to improve project cash flow, including improved billing procedures and following up on outstanding receivables. These measures have resulted in enhanced cash flows at the end of the year and will contribute to improving cash flow going forward. Net interest-bearing debt was NOK 162.2 million at the end of 2013, of which NOK 43.8 million is short-term debt (NOK 56.1 million in 2012 of which NOK -57.1 million was short term). The Group had unused credit facilities of approx. NOK 130.8 million at the end of the year compared to NOK 170.0 million at the same time last year. The net debt ratio (net interest-bearing debt/equity) constituted 22.4% at the end of 2013 compared to 8.2% in 2012. This places the Group in a healthy position in terms of financing and liabilities. Shares and shareholders The Company’s share capital consists of 32,528,905 shares with a nominal value of NOK 2 for a total of NOK 65,057,810. All shareholders in Goodtech have equal rights. The Company has one share class, and each share carries one vote at AGMs. All shares are freely transferable, and no transferability limits for the Company’s shares have been set out in the Company’s Articles of Association. EI & Industrimontage Tannergård AB was the Company’s largest shareholder at year end, with 28.9% of the shares in Goodtech. Holmen Industri Invest 1 AS is the second largest shareholder at 24.1%. This is followed by Skagen Vekst with 6.5%. Sedlak Holding AS, a company owned by Board Member and Group Director for Technology and Business Development Veroslav Sedlak, owns 4.8% of shares. EIO AS, a company owned by Group CEO Vidar Låte, owns 4.6% of the shares.


In 2013, the Group also implemented its share saving scheme for the Group’s employees, and participation has been good. Around half of the Group’s employees are shareholders in Goodtech ASA. At year end, Goodtech ASA had 26,160 own shares corresponding to 0.1% of the Company’s share capital. In 2013, the Board received a bid for the Group’s installation and power operations in Sweden, and a letter of intent was signed with Bravida on the sale of this part of the business. The letter of intent was later cancelled when the parties failed to reach agreement on specific commercial terms. Goodtech continues to focus on its current strategic plan for further development and growth across the Group. Please see also the section on shareholders in the Annual Report. Staff, working environment and safety HSE is a priority at all levels within the Company. Activities must be planned and carried out in such a way that nobody is injured or becomes ill, the environment is not contaminated and property is not damaged. After having avoided serious accidents for many years, three serious accidents involving personal injury occurred in the past two years. These accidents became the catalyst for a targeted initiative in 2013 to prioritise HSE work and reinforce the Group’s safety culture. In conjunction with its investment in power and energy, Goodtech has further strengthened its focus on HSE and safety in the workplace. HSE is the responsibility of Goodtech’s managers and follows the Company’s line organisation, complies with legislation and authority requirements and must be run in accordance with Goodtech’s guidelines in the HSE control system. For Goodtech, HSE includes the following:

Safety in terms of human life and health, including the working environment Safety in terms of the external environment Safety in terms of property and materials

A separate unit for MQSP (Method, Quality, Safety & Procurement) at Group level has the task of:

working to protect the environment and people, including safety in the workplace and continuous improvements in terms of quality, the environment and the working environment

ensuring that we have the expertise with which to run and manage major and/or complex projects safeguarding and underpinning the Group’s methods streamlining and safeguarding the Group’s project implementation managing and developing the Group’s business management system (BMS) with processes, structures,

procedures and templates Goodtech’s aim is to have the industry’s most efficient project implementation and methods as well as qualified staff who prioritise safety, customers and employees. The priority for MQSP is the management of routines and methods as well as improvement in project-based activities represented by approx. 75% of Goodtech’s business. The whole business area of Projects & Services and Infra and parts of Solutions are ISO-certified. Other units in the Group are projected to gain certification in 2014.

Health, environment and safety in the work place 2013 2012

Reported industrial accidents 75 46

Reported industrial accidents involving absence 18 18

Absence due to illness 3.83% 4.33%

Employee deaths 0 0

Over the past two years, Goodtech has increasingly focused on the reporting of accidents and undesirable incidents. The health and safety of all employees and contractors is a top priority. In addition to ongoing risk assessments, it is essential that we learn from our mistakes. Goodtech has systemised this through reporting and monitoring of incidents and industrial accidents. In combination with ongoing risk identification and risk analysis, this constitutes


an important tool in preventive safety work. Efforts to reach Goodtech’s vision of zero injuries and accidents in the workplace continue, and significant resources were expended to raise safety levels further in 2014. The Group’s general guidelines require that all employees must be treated with respect and are guaranteed a workplace free from bullying and/or harassment. Goodtech’s objective is to provide a workplace where there is no discrimination on the grounds of race, gender or sexual orientation. The Group must not apply any form of discrimination in its recruitment and employment practice or in respect of access to training, promotion and remuneration. Goodtech’s general guidelines and rules of conduct are in line with the Norwegian Discrimination Act: to promote equality, to ensure that staff have equal opportunities and rights and to prevent discrimination due to ethnicity, national origin, descent, skin colour, language, religion or faith. Goodtech’s low level of absence due to illness indicates that job satisfaction and motivation are good. Goodtech regularly conducts satisfaction surveys and appraisals to ensure that improvements and changes are continuously assessed. Employees 2013 2012

Number of employees 1,482 1,411

Number of female employees 8.8% 8.6%Women (elected by shareholders) on the Goodtech Board 33% 42%

The Group’s aim is to be a workplace offering full equality between men and women, and it is also working continuously to encourage more women to apply for its vacancies. The Group’s female employees currently work mainly in finance, administration and marketing. At the end of the year, Goodtech ASA did not comply with the requirement for having 40% women on its Board. This was due to Board changes and the situation will be rectified at the next AGM. Remuneration for the Group CEO and the Board is specified in a note to the accounts. Reference is made to the Board’s declaration on salaries and other remuneration for the Company’s executive employees in Note 28 to the Annual Accounts. Environmental reporting Goodtech is making positive contributions to the development of society by supplying cost-effective projects and innovative technology solutions. At the same time, the Company consumes raw materials and causes emissions to the air from its transport activities. The Group has identified and selected a number of significant environmental aspects and objectives which it will continuously work to improve:

Choosing (and sell) energy-efficient solutions that reduce our customers’ energy consumption Minimising transport by means of planning, IT/telecommunications, coordinated procurement, pooling, use

of public transport and eco-friendly cars, and by encouraging drivers to drive economically Selecting health-friendly and eco-friendly products and materials Disposing of our waste as effectively as possible given local conditions, and attempting to reuse or recycle

most of what we use Minimising the use of chemical products and selecting such products while taking health and the

environment into account Minimising the risk of environmental accidents in the form of fire or chemical leaks, but also having

contingency measures in place to deal with any accidents We refer to our report on social responsibility contained in the section on people, society and environment in the Annual Report.


Risk factors and risk management Goodtech ASA and the individual Group companies are exposed to different types of market, operational and financial risk. Some companies are also exposed to regulatory risk factors and political risk. Political decisions related to infrastructure and the environment are examples of such risk factors. The Board is concerned to ensure the systematic and planned management of risk in all parts of the business and considers this to be a prerequisite for long term value creation for shareholders and employees. Goodtech works actively to manage risk in all its business areas and risk assessments are regularly carried out to focus on and assess the most significant risks. A large part of Goodtech’s operations relates to the implementation of individual projects. The complexity, size, duration and risks of these projects vary. To achieve good results, it is therefore vital that project risk is analysed at the tendering stage and managed in a systematic and professional manner during the implementation phase. The consolidated balance sheet includes the assets and liabilities related to ongoing projects. Some items include estimate uncertainty where the Company's management and project managers have exercised discretion based on certain assumptions. These assumptions have been assessed and found realistic. The Group is currently in the final phase of a couple of major projects where clarification is ongoing with the customer for final closure and financial settlement. The best estimate is the basis for the accounting treatment as at 31.12.13. During the project period, situations or changes in market conditions may arise that may result in changed estimates, thereby affecting the assets, liabilities, equity and profits. The Group has project risk assessment policies and systems in place from tender stage through to finished project. Review and evaluation of projects is conducted each month. The purpose of this is to limit adverse financial and production impacts through corrective measures, as well as having ongoing realistic project estimates. At the same time, Goodtech focuses on utilising positive opportunities in each project. The Group’s future operations will depend on the Group’s employees having the qualities and the skills required to ensure that projects are completed in accordance with contracts that have been entered into. It will be vital in this respect to meet customers’ future demands for service, technology and efficiency. The Group’s risk is reduced by the fact that the Group’s contracts have a large spread in terms of both numbers and size, and no contracts are large and dominant in relation to sales. There is continued pressure in the labour market, especially in project management. This may affect the Group’s access to applicable skills. There is a high level of focus on these risks, which are weighed up through the systematic work now being initiated and managed by the MQSP department. The Group has implemented its own training programme called the Goodtech Academy to train new and existing project managers. The Goodtech Business Workshop is also being held at all offices to focus on improvement of results and enhanced use of systems, procedures and business operations. Additional training programmes will be organised in more areas. Increased skills and training are important areas that the Company needs to concentrate on to achieve its objectives of growth and profitability. Goodtech currently operates in several European countries. Contracts have primarily been entered into in local currencies (NOK, SEK, EUR and USD). Currency fluctuations may mean adjusted revenue in NOK for foreign projects. A significant amount of Goodtech business takes place in Sweden, and so the Company is exposed in SEK. The Group’s policy is to undertake purchases and sales for individual projects in the same currency, which reduces the risks associated with currency fluctuations. The Group has also set up group accounting systems in several currencies, which helps to level out currency risks. During the year the Group did not carry out any significant currency hedging transactions with any credit institutions. Goodtech has customers in many different industries, something that makes the Group less vulnerable to market fluctuations. The risk of our partners being financially unable to meet their obligations is regarded as moderate, and historically the Group has had only limited losses on receivables. Goodtech has set up clear guidelines and criteria for evaluating credit risk. The Group also has a large spread of customers in terms of both numbers and size, and its customers are mainly well-established companies and public institutions. This reduces vulnerability to losses on individual customers. The Board deems the liquidity of the Group to be good. The Group strategy is to have sufficient cash, cash equivalents and/or credit options to be able to finance operations and investments in accordance with the Group’s strategic plan. Profit liquidity is mainly kept in Norwegian kroner. Interest-bearing debt is mainly taken out in NOK or SEK. To reduce Goodtech’s exposure to changes in interest rate levels, an agreement has been entered into


concerning fixed interest rates on the Company’s long-term loans. Otherwise the Group’s loans and borrowing facilities have variable interest rates. Goodtech’s work on strengthening its focus on HSE and safety in the workplace is detailed in the section on staff, working environment and safety. Regular risk assessments are performed where the most important risks are identified and evaluated.

Research and development Goodtech works continuously on technology development projects of all sizes. Much of its development is linked to customer project solutions. We have brought the more solution-oriented technologies together under Solutions to provide a good and organic basis for investment in technology and product development. For example, we sell our own technology solutions for high-bay warehousing, material handling and robot cells and combinations of these. Goodtech Recovery Technology AS has signed an R&D contract for the recovery of energy with Dubai Aluminium (Dubal). The contract with Dubal opens up great opportunities for future projects in the aluminium industry, but will also require further investment in the future. The costs associated with this development work are recognised on the balance sheet. Promaps, Goodtech’s hi-tech product, was one of the finalists nominated for Teknisk Ukeblad’s Technology Achievement of the Year Award 2013. Promaps is Goodtech’s unique solution and tool for the monitoring, analysis and calculation of risk on the power grid. Promaps is an online risk simulator, the first of its kind, and was installed and commissioned by Statnett in October 2013. Being in the final was a great recognition for the innovative development work that has taken place on Promaps for several years and is confirmation of the fact that Goodtech is a market leader in terms of both technology and expertise. The product can also be used in other flow systems. The costs associated with this R&D work are recognised on the balance sheet. Corporate governance The Board of Directors of Goodtech has set out principles for corporate governance which will safeguard the interests of the Company’s owners, employees and other stakeholders. These include a description of the division of responsibilities between shareholders, the Board and the general management. The purpose of the Company’s principles for corporate governance is to create greater predictability and transparency, and thereby to reduce uncertainty linked with the business. These principles will support the targets which the Company is aiming to achieve. The Board is seeking to maintain corporate governance guidelines which are compliant with the Norwegian recommendation for corporate governance. Corporate governance principles adopted by the Board on 20 March 2014 are discussed in a separate section in the Annual Report. Annual Accounts The Group presents its Annual Accounts in accordance with International Financial Reporting Standards (IFRS). The Annual Accounts for the parent company Goodtech ASA are presented in compliance with the Norwegian Accounting Act and Norwegian accounting practice (NGAAP). The Board is of the opinion that the Annual Accounts provide a true picture of the parent company’s and the Group’s assets and liabilities, financial position and profits. In compliance with Section 3-3a of the Norwegian Accounting Act and Good Accounting Practice (GRS), it is confirmed that the conditions are in place for the continued operation of the Company. The Group is in a healthy economic and financial position. Group and parent company profits The Goodtech Group showed profits after tax for continuing operations of NOK 41.5 million for 2013. Profits per share from continuing operations are NOK 1.28 per share. The parent company Goodtech ASA showed profits of NOK 7.1 million in 2013. The Board proposes a dividend of NOK 0.65 per share for the financial year 2013, totalling NOK 48.7 million. It is proposed that dividends beyond the profits for the year be covered by means of a transfer of NOK 10.7 million from other reserves and a transfer of NOK 10.4 million from other invested equity.


Goodtech ASA’s (the parent company’s) equity after the proposed dividend for the year amounted to NOK 590.0 million. Events after year end On 21 February, Goodtech signed a contract with Hydro for the supply of electronic and automation boards for Hydro’s facility on Karmøy. This contract will run over 1.5 years and has a value of NOK 35 million. The contract was entered into by Goodtech Projects & Services AS and also includes products supplied by its sister company Goodtech Products AS. After the end of the quarter, Goodtech Environment AB was awarded a contract by Tønsberg-Vestfold Biogass worth approx. NOK 40 million. In March 2014, the MAX IV project won the award for Best Future Project at the MIPIM construction fair in Cannes. Goodtech contributed to this award-winning project through GAQ Contracting AB, its 50%-owned company, which has supplied products worth approx. SEK 190 million for the project. Future development of the Group Goodtech continues to work according to its current strategic plan for further development and growth across the Group which is based on organic growth, potential acquisitions and other structural measures. Goodtech will continue to build on existing long-term customer relationships that make up a significant part of our turnover and the Company has set out plans for further growth. Our strategic programme, The Goodtech Way, forms the basis for how we wish to continue to develop our market position and our business. We will continue to work on measures to improve profit margins and cash flow even further. The market prospects for Goodtech are deemed to be good. Nevertheless, the global outlook is considered to be more uncertain. In the short term, fluctuations may occur in some markets. With the strategic position that Goodtech has established, the Board and management view Goodtech’s future prospects as good.

As a basis for future growth, the Company’s Board and management will increase their efforts to stimulate growth in line with the Company’s set strategy. The Board regards this as a sound basis for positive value creation for the Company’s shareholders and will continue its active dividends policy for the future. Oslo, 20 March 2014 Stig Grimsgaard Andersen Chairman of the Board

Rolf Tannergård Board Member

Veroslav Sedlak Board Member

Karl-Erik Staubo Board Member

Åsa Otterlund Board Member

AnneM. Sødahl Wessel Board Member

Håvard Kristiansen Board Member, Employee Representative

Gunnar Strand Board Member, Employee Representative

Vidar Låte CEO


Income Statement Goodtech Group

(NOK 1.000) Note 2013 2012

Operating revenue 3 2 433 776 2 179 002

Cost of goods sold 3 -1 197 535 -1 030 026

Salary and personnel costs 4, 21, 28 -905 011 -821 407

Other operating expenses 5 -245 012 -250 908

Operating profit before depreciation and non-recurring items 86 218 76 661

Depreciation 10,11 -24 021 -22 854

Other non-recurring items 6 -3 087 -

Operating profit 59 110 53 808

Financial income 7 2 893 5 434

Financial expenses 7 -11 298 -9 074

Net financial expenses -8 406 -3 639

Share of profits from associated companies 12 3 917 1 047

Profit before tax 54 621 51 215

Income tax expenses 8 13 132 -76

Profit from continuing operations 41 489 51 291

Profit from discontinued operations 2 - 3 159

Profit/loss for the period 41 489 54 450

Attributable to:

- Equity holders of the parent company 41 171 54 428

- Non-controlling interests 318 22


Earnings per share for continuing operations (NOK) 9 1,28 1,58

Diluted earnings per share (NOK) 9 1,28 1,58

Earnings per share for discontinued operations (NOK) 9 - 0,10

Total Comprehensive Income

(NOK 1,000) Note 2013 2012


Other comprehensive income

Items that will not be reclassified through profit or loss in subsequent periods

Deferred benefit plan actuariel gain (loss), net of tax 21 -164 970

Items that will be reclassified through profit or loss in subsequent periods

Hedge accounting, net of tax 26 238 -611

Currency transaction differences 44 329 -8 074

Comprehensive income net of tax 44 403 -7 715

Total Comprehensive Income for the period 85 892 46 735

Attributable to:

- Equity holders of the parent company 85 574 46 712

- Non-controlling interests 318 22

Total profits 85 892 46 735

Notes 1-31 follow the annual accounts and form an integral part of these.


Balance Sheet as at 31 December

(NOK 1,000) Note 2013 2012

ASSETS

Non-current assets

Property, plant and equipment 10 61 841 44 788

Intangible assets 11 662 201 611 024

Investments in associated companies 12 3 556 1 744

Deferred tax assets 8 34 561 34 735

Other non-current assets 13 2 080 169

Total non-current assets 764 239 692 460

Current assets

Inventories 14 26 951 29 180

Trade receivable 15 446 847 423 695

Other short-term receivables 16 265 434 215 132

Cash and cash equivalents 17 33 365 82 857

Total current assets 772 598 750 864

Total assets 1 536 837 1 443 324


EQUITY AND LIABILITIES

Equity

Paid-in capital

Share capital 18 65 058 65 058

Own shares 18 -52 -70

Share premium 18 35 318 35 318

Other capital paid in 18 500 000 500 000

Total paid in capital 600 323 600 305

Retained earnings

Retained earnings 123 950 86 908

Total retained earnings 123 950 86 908

Non-controlling interests 920 602

Total equity 725 193 687 815

Liabilities

Non-current liabilities

Loans 20 118 340 113 197

Pension obligations 21 679 1 621

Deferred tax 8 10 854 9 298

Total non-current liabilities 129 873 124 117

Current liabilities

Loans and credit 20 77 218 25 803

Trade and other payables 22 579 044 594 804

Income tax liabilities 8 3 573 3 959

Current provisions 23 21 936 6 825

Total current liabilities 681 771 631 392

Total liabilities 811 645 755 509

Total equity and liabilities 1 536 837 1 443 324


Oslo, 20 March 2014

Stig Grimsgaard Andersen Rolf Tannergård Karl-Erik Staubo

Chairman of the Board Board Member Board Member

Veroslav Sedlak AnneM. Sødahl Wessel Åsa Otterlund

Board Member Board Member Board Member

Håvard Kristiansen Gunnar Strand Vidar Låte

Board Member Board Member CEO


Change in equity 1 January-31 December

(NOK 1.000) Share

capitalOwn

sharesShare

premiumOther cap.

paid inRetained earnings

Hedging reserves

Defined benefit plan actuaral gains

(losses)Currency

transaction diff. Total

Non-controlling

interests Total

equity

Equity as at 1.1.2012 65 058 -107 35 440 500 000 68 611 -177 -908 -1 512 666 404 580 666 984

Profit for the period - - - - 54 427 - - - 54 427 22 54 450

Comprehensive income - - - - - -611 970 -8 074 -7 715 - -7 715

Dividend - - - - -25 980 - - - -25 980 - -25 980 Purchase of own shares/redemption small shareholders - 37 - - 161 - - - 198 - 198

Share capital increase on share consolidation - - -45 - - - - - -45 - -45

Other changes - - -76 - - - - - -76 - -76

Equity as at 31.12.2012 65 058 -70 35 318 500 000 97 220 -788 62 -9 586 687 213 602 687 815

Equity as at 1.1.2013 65 058 -70 35 318 500 000 97 220 -788 62 -9 586 687 213 602 687 815

Profit for the period - - - - 41 171 - - - 41 171 318 41 489

Comprehensive income - - - - - 238 -164 44 329 44 403 - 44 403

Dividend - - - - -48 621 - - - -48 621 - -48 621

Purchase/sale of own shares - 18 - - 88 - - - 106 - 106

Equity as at 31.12.2013 65 058 -52 35 318 500 000 89 858 -550 -102 34 743 724 272 919 725 192


Cash Flow Statement

(NOK 1,000) Note 2013 2012

Cash flow from operating activities

Profit for the period 41 489 54 450

Adjustments for:

- Income tax expenses 8 13 132 -76

- Depreciations 10,11 24 021 22 854

- Share of profit after tax of associated companies 12 -3 917 -

- Dividends received from associated companies 12 2 293 -

- Net change in provisions 23 14 912 5 294

- Difference between expensed and paid pension 21 -1 032 -774

- Interest income 7 -774 -1 498

- Interest expenses 7 4 754 5 353

- Other changes 239 3 587

Changes in working capital

- Inventories 14 2 228 -6 527

- Trade receivables and other receivables 15, 16 -73 455 -21 045

- Trade payables and other non-current liabilities 22 -15 562 61 646

Cash flow from operating activities 8 331 123 263

Interest received 7 774 1 498

Interest paid 7 -4 754 -5 353

Tax paid 8 -13 084 -2 317

Net cash flow from operating activities -8 734 117 091

Cash flow from investing activities

Purchase of property, plant and equipment 3, 10 -26 262 -7 350

Proceeds from sale og property, plant and equipment 10 - 540

Purchase of intangible assets 11 -16 924 -981

Proceeds from sales of subsidiary 2 4 000 -

Financial investments - -928

Net cash flow from investing activities -39 187 -8 719

Cash flow from financing activities

Dividend paid to equjity holders of parent company -48 621 -25 980

Sale of own shares 1 493 1 020

Purchase of own shares -1 363 -1 074

Proceeds from loan 20 83 255 -

Change to non-current loans and credit 20 -30 622 -844

Repayment of loans 20 -90 931 -32 263

Net cash flow from financing activities -86 788 -59 142

Net change in cash and cash equivalents -134 709 49 230

Balance of cash and cash equivalents as of 01.01 17 82 857 32 973

Effect of exchange rate changes on cash and cash equivalents 5 965 654

Cash and cash equivalents as of 31.12 *) -45 886 82 857

*) Consists of:

Cash and cash equivalents in the balance sheet 17 33 365 82 857

Overdraft 20 -79 251 -

Cash and cash equivalents in the cash flow analysis -45 886 82 857



Notes Goodtech Group 2013

Note 1 Accounting principles

Goodtech ASA is a public limited company registered in Norway. The company’s headquarters are located at Per Krogh's vei 4, 1065 Oslo, Norway. Goodtech is a technology group that contributes to the development of society through upgrading infrastructure and energy systems, improving efficiency and increasing competitiveness within the industry and through meeting society’s environmental challenges. The company is the leading automation company and the largest process assembly contractor in the Nordic countries. The company is listed on the Oslo Stock Exchange, has a turnover of around NOK 2.4 billion and employs 1,500 people at around 40 locations in Norway, Sweden and Finland. The company is organised into five business areas; Projects & Services, Infra, Solutions, Environment and Products. The accounts were approved for publication by the Board on 20 March 2014. 1.1 Main policy Goodtech presents its accounts in compliance with the Norwegian Accounting Act and International Financial Reporting Standards (IFRS) as determined by the EU with comparison figures provided for the previous year. New accounting standards adopted during the year are discussed below. New IFRSes and interpretations that have been published, but were not mandatory as of 31.12.2013 are discussed in Point 1.32. The consolidated accounts are based on a historic cost accounts principle. Excepted are financial derivatives recognised at fair value over profits. The consolidated accounts have been prepared with uniform accounting principles for similar transactions and events under otherwise similar conditions. New and changed standards adopted The following standards have been adopted from 1 January 2013: Amendments to IAS 1 Presentation of Financial Statements regarding comprehensive income. The amendments mean that items in other comprehensive income must be grouped according to whether they can later be reclassified as traditional results. The amendments affect only presentation and have no impact on the Group's financial positions or results. IAS 19 Employee benefits were amended in June 2011. Amendments entail that all effects of estimate deviations are recognised in other comprehensive income as they arise (no corridor), immediate expensing of all costs of accruals in previous periods by changing the system and a shift from interest expenses on liabilities and the expected return on the pension funds to a net amount of interest where the discount rate is applied on net pension liability (asset). The Group's pension obligations are relatively small compared to the total loss and the changes do not have a significant impact. The Group has not availed itself of the opportunity for the corridor, so this change has not resulted in any changes for the Group. IFRS 10 Consolidated Accounts are based on existing principles of identifying the concept of control as the decisive criterion for determining whether an entity should be included in the consolidated accounts. The standard provides additional guidance on determining whether control exists in cases where this is difficult. IFRS 11 Joint Arrangements replaces IAS 31. The gross method is discontinued with the introduction of IFRS 11, but this does not mean that joint control must always be recognised using the equity method. IFRS 11 has two main categories of joint control: Joint Ventures and Joint Operations. For Joint Ventures, joint control must be recognised using the equity method, but for Joint Operations the parties must recognise their rights in the assets and liabilities included in the partnership. For Joint Operations, accounting may in some cases be similar to the gross method under IAS31, but not always. IFRS 12 Information on Interests in Other Companies includes disclosure requirements for interests in subsidiaries, joint ventures, associates, special purpose SPEs and other off-balance-sheet vehicles. IFRS 13 Fair Value Measurement defines what is meant by fair value when the term is used in IFRS, provides a unified description of how fair value should be determined under IFRS and defines what additional information is required when the value is used. The standard does not expand the scope of fair value accounting, but provides guidance on application method where its use is already required or permitted by other IFRSes. 1.2 Functional currency and reporting currency The Group presents its accounts in NOK. This is also the parent company’s functional currency. Subsidiaries with other functional currencies are converted to the day rate for balance items and the profit and loss account at average rates for the period.


1.3 Consolidation principles Subsidiaries The Group includes Goodtech ASA and companies of which Goodtech ASA has control, cf. Note 19. Control can also be achieved where the Group is exposed to variability of returns from the entity and is in a position to affect returns by its control over the entity. Subsidiaries are consolidated from the date control is achieved and deconsolidated when control ceases. Minority interests are included in the Group's equity. The acquisition method is used for recognising company mergers in the profit and loss account. Companies which are bought or sold during the course of the year are included in the group accounts from the date on which control is achieved until the date on which it ceases. Changes in ownership interests in subsidiaries that do not result in loss of control are accounted for as equity transactions. Consideration is recognised at fair value and the difference between any consideration paid and the recognised value of non-controlling interests are recognised in the controlling owners' equity. In the event of a change in ownership resulting in loss of control, consideration is measured at fair value. The recognised amounts of assets and liabilities of the subsidiary and non-controlling interests are derecognised on the date of loss of control. The difference between the compensation transferred, the amount of net assets and any non-controlling interests is recognised in the profit and loss account as profit or loss. Amounts previously recognised in other comprehensive income in respect of that entity are treated as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. Investments in associated companies Associated companies are units in which the Group has significant influence, but not control (usually an ownership share of between 20% and 50%) of financial and operational management. The Group accounts include the Group’s share of profits from associated companies entered by equity method from the time significant control was achieved and until such control ceases. When the Group's share of losses exceeds its interest in an associate, the Group’s recognised amount is reduced to nil and further losses are not recognised unless the Group has an obligation to cover the loss. Investment in companies under joint control Under IFRS 11, investments in joint arrangements are classified as either joint operating arrangements or joint ventures depending on the contractual rights and obligations of each investor. The Group has evaluated its investment in joint ventures as a joint operating arrangement. Joint operating arrangements are accounted for using the gross method. The implementation of IFRS 11 has not resulted in any changes in accounting in previous periods. The consolidated accounts include joint ventures using the gross method from the date that joint control commences until the joint control ceases. The gross method means that the proportion of joint ventures included line by line for assets, liabilities, income and expenses Joint ventures are entities over which the Group has joint control, established by contractual agreement between the parties. A joint venture involves the establishment of a separate entity in which each party has an interest and where there is joint control. Elimination of transactions during consolidation Internal group transactions and intra group balances, including internal earnings and unrealised gains and losses are eliminated. Unrealised earnings in respect of transactions with associated companies are eliminated with the Group's share of the company. Unrealised losses are eliminated, but only to the extent that there is any indication of impairment of the asset sold internally. 1.4 Cash and cash equivalents Cash and cash equivalents include cash, bank deposits, other short-term, easily transferable investments with a maximum of three months’ original term and withdrawals on bank overdrafts. Bank overdrafts are included in the loans balance under short-term debt. In the cash flow statement, the credit facility is included in the balance of cash and cash equivalents. The amount of cash and cash equivalents is further detailed by cash and cash equivalents and use of the credit facility. 1.5 Receivables from customers Receivables from customers are entered at acquisition price minus loss from depreciation. 1.6 Projects in progress and advance payments from customers Production which has been carried out, but not invoiced is entered at acquisition price plus share of profit earned on the balance date, see point 1.21 for a description of policies for recognition of income. Acquisition price includes costs directly related to specific projects and a share of fixed and variable indirect costs involved in the Group’s contract activities based on either standard or current capacity utilisation – whichever is highest. In determining such costs, expenses for future activities on a contract have not been included. These expenses are shown as goods, advance payment or other turnover assets depending on cost type.


The balance shows production that has been carried out, but not invoiced minus provisions for anticipated loss and advance payments under "Other short-term receivables". In cases where advance payment exceeds the production that has been carried out the advance payment is recognised under "Trade accounts payable and other short term liabilities". 1.7 Inventory Inventory is recognised in the profit and loss account at the lower of either acquisition price or net sales price. Net sales price is an estimated sales price for ordinary operations minus estimated costs for completion, marketing and distribution. Acquisition cost is allocated by use of the FIFO method and includes expenses accrued when acquiring the goods and the costs of bringing the goods to their current condition and location. Proprietary goods include variable and fixed costs which can be allocated based on either standard or current capacity utilisation – whichever is highest. 1.8 Financial derivatives and hedging instruments Separate derivatives are valued at fair value. The Group uses interest rate swap contracts as hedging instruments for hedging cash flows related to long-term financing. Cash flow hedging The effective element of the change in the fair value of derivatives which are earmarked and qualify as hedging instruments in cash flow hedging are recognised in other comprehensive income. Hedging profits or losses which are recognised in other comprehensive income and accumulated in equity are reclassified for the income statement in the period in which the hedged item affects the income statement. Profits or losses which are linked to the effective element of the interest rate swap contracts which secure loans with floating interest rates are recognised under "Financial expenses". When a hedging instrument expires or is sold, or when a hedge no longer meets to criteria for hedge accounting, any cumulative gain or loss is recognised in other comprehensive income in equity and is reclassified as profit at the same time as the hedged transaction is recognised. If a hedged transaction is no longer expected to take place, the carrying amount in equity is immediately transferred to the income statement under "Net other (losses) gains". 1.9 Financial assets The Group classifies financial assets in the following categories: at fair value included in profits, loans and debts and assets for sale. The classification depends on what is intended with the asset. Management classifies financial assets on acquisition and carries out a new assessment of this classification on each reporting date. During the reporting period the Group only has financial assets classified as ‘loans and debts’. Loans and debts are non-derivative financial assets with fixed payments which are not transferable in an active market. These are classified as current assets unless they fall due more than 12 months after the balance date. If so, they are classified as fixed assets. Loans and debts are classified as ‘trade debtors, other short-term debts and other fixed assets’ in the balance and are entered at amortised cost. 1.10 Write-down of financial assets Financial assets valued at amortised cost are written down when it is probable based on objective evidence that the instrument’s cash flow has been affected negatively by one or more events occurring after the initial recognition of the instrument in the profit and loss account. The write-down amount is recognised in the profit and loss account. If the cause of the depreciation later ceases and the cessation can be objectively associated with an event taking place after the inclusion of the depreciation, the previous write-down is reversed. This reversal must not result in the balance value of the financial asset exceeding the amount of what the depreciated cost would have been, if the depreciation had not been included at the time when the write-down was reversed. 1.11 Tangible fixed assets Fixed assets are measured at acquisition cost minus accumulated depreciation and write-down. When assets are sold or disposed of, the value recognised in the balance sheet is deducted and any profit or loss recognised in the profit and loss account. Acquisition price for fixed assets is the purchase price including duties/taxes and costs directly associated with preparing the fixed assets for use. Costs after the fixed asset has been taken into use, such as continuous maintenance, are recognised in the profit and loss account, while other costs that are expected to provide future financial benefit are recognised in the balance sheet. Depreciation is calculated on a straight-line basis over estimated useful life: Buildings 20-30 years Machinery, equipment etc. 3-10 years Depreciation and amortisation period, method and retirement value are assessed annually. 1.12 Lease agreements Financial lease agreements Lease agreements for which the Group assumes the main risk and profit involved in ownership of the asset are financial lease agreements At the beginning of the lease period, financial lease agreements are recognised at an amount corresponding to the lower of either fair value or the present value of the minimum lease minus the accumulated depreciation and write-down. For calculation of the lease agreement’s present value the implicit interest cost in the lease agreement is used if it is possible to


calculate this. If not, the company’s marginal borrowing interest is used. Direct costs associated with establishing the lease agreement are included in the cost of the asset. The same depreciation time is used as for the group’s other depreciable assets. If there is no reasonable certainty that the group will take over ownership at the end of the lease period, the asset depreciates over the shortest of the periods for the duration of the lease agreement or for the useful life of the assets. Operational lease agreements Lease agreements where the main risk and profit associated with ownership of the asset are not transferred to the lessee are classified as operational lease agreements. Lease payments are classified as operating expenses and are recognised on a straight-line basis over the contract period. 1.13 Fixed assets held for sale and disposals Fixed assets and groups of fixed assets and debt are classified as for sale if their book value will be recovered through a sales transaction instead of through continued use. This is deemed to be the case when a sale is very probable and the fixed asset (or group of fixed assets and debt) is available for immediate sale in its present form. Management must have committed itself to a sale and the sale must be expected to be completed within a year from the date of classification. Fixed assets and groups of fixed assets and debt classified as for sale are measured at the lowest value of previously booked value and fair value minus sales costs. 1.14 Intangible assets Intangible assets acquired separately are recognised on the balance sheet at cost. The cost of intangible assets obtained through acquisitions are entered on the balance sheet at fair value in the consolidated opening balance. Intangible assets entered on the balance sheet are entered in the accounts at cost less any depreciation or write down. Internally generated intangible assets, with the exception of recognised development costs, are not entered on the balance sheet but are entered as costs on an ongoing basis. Intangible assets with finite lives are amortised over their useful economic life and assessed for impairment if there are indications of this. Depreciation method and period are reviewed at least annually. Changes to depreciation and/or period are treated as a change in estimate. Intangible assets with indefinite useful life are assessed annually for depreciation. See Point 1.16. Patents and licences Patents and licences are recognised in the balance sheet at acquisition cost minus accumulated depreciation and write-down. Depreciation is calculated on a straight-line basis over estimated useful life, which is varying from 5-10 years. Depreciation period and method are reviewed annually. Research and development Expenses associated with research activities are recognised in the profit and loss account when they arise. Development expenses are recognised in the profit and loss account when it is probable that the project will produce future financial benefit. The prerequisite for being recognised in the profit and loss accounts is that the project is technically and commercially viable, that the Group has sufficient resources to complete the project and that expenses can be reliably measured. Other development expenses are recognised in the profit and loss account when they arise. Development expenses which have previously been recognised are not recognised in the balance sheet in subsequent periods. Expenses which are recognised in the balance sheet include material costs, direct salary expenses and other directly attributable costs. Development expenses recognised in the balance sheet are entered as acquisition costs minus accumulated depreciation and write-down. Development costs depreciate on a straight-line basis over the asset’s estimated useful life. Customer contracts On purchase of company, customer contracts which fulfil the definition of intangible assets contained in IAS 38 are separated and included individually. Income-based models are used as a basis for determination of fair value. Customer agreements depreciate on a straight-line basis over the contract period. 1.15 Company mergers and goodwill Mergers are recognised according to the acquisition method. For a description of how minority interests are measured see Note 1.20. Transaction costs are recognised as they are incurred. The cost of an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed, and equity instruments issued. The cost includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Expenses related to the merger are recognised as they are incurred. Identifiable assets and liabilities are recognised at fair value on the acquisition date. Minority interests in the acquired entity are measured from time to time either at fair value or at their share of the acquiree's net assets. When a company is acquired in stages, the stake from previous purchases is reassessed at fair value at the time of the recognition of the value change. Contingent consideration is measured at fair value on the acquisition date. The contingent consideration is classified as a liability under IAS 39 and is recognised at fair value in subsequent periods of change in value in the profit and loss account.


If the sum of the consideration, the fair value of previous ownership interests and any fair value of minority interests exceed the fair value of identifiable net assets acquired, the difference is recorded as goodwill. If the total is less than the company's net assets, the difference is recognised. Goodwill is not amortised, but is tested for impairment at least annually, cf. Point 1.16. The part of the fair value of the equity that exceeds the consideration (negative goodwill) is recognised immediately upon acquisition. 1.16 Decrease in value of non-financial assets Intangible assets with indefinite useful lives are not amortised and are assessed annually for impairment. Tangible and intangible assets are tested for impairment when there are indicators that the future cash flows do not justify the recognised amount. Depreciation is recognised with the difference between the recognised value and recoverable amount. The recoverable amount is the higher of fair value less sales costs and utility value. When assessing decrease in value, fixed assets are grouped at the lowest level where it is possible to divide out independent cash flows (cash flow generating units). At each reporting date, the possibility of reversing previous write downs of non-financial assets (except goodwill) is assessed. For assessment of the need for depreciation of goodwill, goodwill is allocated to the current cash-generating units. The allocation of goodwill is to the cash-generating units or groups of cash-generating units which are expected to gain from the purchase. 1.17 Loans Loans are recognised in the profit and loss account at fair value when payment of the loan occurs, with deduction for transaction costs. In subsequent periods, loans are entered at amortised cost calculated using effective interest rate. The difference between the loan amount paid out (less transaction costs) and the redemption value is recognised in the profit and loss account over the term of the loan. Loans are classified as short-term debt unless an unconditional right exists to defer payment of the debt for more than 12 months from the balance sheet date. 1.18 Provisions A provision is recognised in the profit and loss account when the Group has an obligation (legal or self-imposed) as a result of an earlier event, there is a strong probability that a financial settlement will take place and the size of the obligation can be reliably measured. If the effect is significant, the provision is calculated by discounting anticipated future cash flows with a discount rate before tax which reflects current market conditions and risk applicable to the obligation. A provision for guarantees is included when the underlying products or services are sold. The provision is based on historical information about guarantees and a weighting of possible outcomes according to the probability of their occurrence. Restructuring provisions are included when the group has approved a detailed and formal restructuring plan and the restructuring has already started or has been made public. Provision for loss-making contracts is entered when the Group’s anticipated income from a contract is lower than the unavoidable costs involved in discharging obligations under the contract. 1.19 Equity Expenses for equity transactions Transaction costs directly associated with equity transactions are recognised in the profit and loss account allocated directly to the equity after deduction of tax. Translation differences Translation differences arise in conjunction with currency differences on consolidation of foreign units. For disposal of foreign units the accumulated translation difference associated with the unit is reversed and recognised in the profit and loss account for the same period as the profit or loss of the disposal is recognised in the profit and loss account. 1.20 Minority interests Minority interests include the consolidated accounts constitute the minority interest's booked value of equity. The subsidiary's income and the components of other income and costs are attributed to the owners of the parent company and minority interests. Results are attributed to the parent company owners and to the minority interests even if this results in the minority interest having a deficit. 1.21 Principles for recognition as income Income is recognised in the profit and loss account when it is probable that transactions will generate future financial benefit which will accrue to the group and the size of the amount can be reliably estimated. Sales income is presented after deduction of value added tax and discounts. Sale of goods Income from the sale of goods is recognised when delivery has taken place and the significant risks and rewards of ownership have been transferred to the buyer, and Goodtech no longer has control or administrative influence over the goods.


Construction contracts Income from long-term construction projects is recognised in the profit and loss account as the project progresses when the result of the transaction can be reliably estimated. Progress is measured using one of two methods: accrued expenses on the balance date compared to total estimated project cost or hours worked compared to total estimated hours. The choice of method depends on the type of project; hourly or product-based. When the result of the transaction cannot be reliably estimated, only income corresponding to accrued project costs will be recognised as income. In the period in which a project is identified as giving a negative result, the estimated loss on the contract will be recognised in the profit and loss account in its entirety. Services Income from the sale of services is recognised in the profit and loss account as the project progresses. Progress is measured in accrued hours compared to total estimated hours. Some projects include the supply of both services and products. Such projects are recognised in the profit and loss account according to the principles for construction contracts. In the period in which a project is identified as giving a negative result, the estimated loss on the contract will be recognised in the profit and loss account in its entirety. Royalty income is recognised in the profit and loss account when it is earned in accordance with the provisions of the underlying agreement. Interest earnings are recognised in the profit and loss account based on the effective rate as they are earned. Dividends are recognised when the shareholders' right to receive dividends has been determined by the AGM. 1.22 Foreign currency Foreign exchange transactions Foreign exchange transactions are calculated at the exchange rate prevailing at the time of the transaction. Monetary items in foreign currency are converted to Norwegian kroner by using the rate of exchange on the balance date. Non-monetary items which are measured at historical exchange rates expressed in foreign currency are converted to Norwegian kroner by using the exchange rate at the time of transaction. Non-monetary items which are measured at fair value expressed in foreign currency are converted to the exchange rate determined at the time of the balance. Foreign currency fluctuations are recognised in the profit and loss account continuously over the accounting period. The following exchange rates are used: SEK EUR Exchange rate 1.1.2013 85,49 7,34 Exchange rate 31.12.2013 94,72 8,38 Average exchange rate 2013 90,20 7,81 Activities abroad Assets and liabilities in foreign companies including goodwill and fair value adjustments which appear on consolidation are converted to Norwegian kroner by using the exchange rate on the balance date. Income and expenses in foreign enterprises are converted to Norwegian kroner by using the average exchange rate. Average exchange rate is calculated quarterly. Exchange rate differentials are allocated to equity. Translation differences in equity are recognised in the profit and loss account on disposal of the foreign enterprise. 1.23 Employee benefits Pension schemes The group has various pension schemes. The pension schemes are generally financed through disbursements to insurance companies. The group has both contribution based and defined benefit schemes. In accordance with the law on mandatory company pensions, all group employees in Norway participate in pension schemes that meet the requirements of the law. For defined contribution plans, the company pays fixed contributions. The company has no legal or self-imposed obligations to inject further funds if it turns out that there are not sufficient assets to pay all employees the benefits that are related to their service in the current or previous periods. A defined-benefit plan is defined as a scheme which is not a defined-contribution plan. A defined-benefit plan will typically define the amount an employee will receive from the retirement date, usually depending on age, years of employment and salary. Defined-benefit pension schemes Net obligation is calculated based on the present value of the future pension benefits which the employee has accrued on the date of balance, less the net realisable value of pensions assets. The discount rate is derived on the basis of on the interest rate on corporate bonds, and is adapted to the maturity of the liability. The calculation is based on a linear earnings model and includes employer’s contributions for net actually underfinanced schemes. Introduction of a new defined-benefit scheme or improvement of an existing one involves changes in pension obligations. This is entered as cost on a straight line basis until the effect of the change is taken up. The introduction of new schemes or changes to existing ones that occur with a retroactive effect, so that the employees have immediately earned a paid-up pension (or change in paid-up pension) are entered immediately. Gains or losses in respect of restriction or conclusion of pension schemes are entered as they occur.


Profit and loss resulting from the recalculation of the liability resulting from experience variances and changes in actuarial assumptions are charged directly against equity through comprehensive income in the period they occur. Contribution-based pension schemes Most of the group’s subsidiaries have contribution based pension schemes. The group makes a fixed payment to an insurance company and has no legal or other obligation to make any further payment. Pension premiums are entered as costs as they occur. Profit share and bonus schemes The Group recognises a provision in the profit and loss account where it has contractual obligations or where a previous practice has created a self-imposed obligation. 1.24 Loan costs Loan costs that are directly attributable to the acquisition or production of a qualifying asset are capitalised as part of the acquisition cost of the asset. 1.25 Public grants Public grants are recognised in the profit and loss account when there is reasonable certainty that the company will fulfil the conditions associated with the grant and that the grant will be received. Recognition of operational grants is calculated systematically over the grant period. Grants are recognised as deductions from the cost that the grant is intended to cover. Investment grants are recognised in the balance sheet and calculated systematically over the useful life of the asset. Investment grants are calculated by deducting the grant from the value of the asset recognised in the profit and loss account. 1.26 Income tax Tax costs consist of payable tax and changes in deferred tax. Deferred tax/tax advantage is calculated on all differences between accounting and tax values of assets and liabilities with the exception of temporary differences in connection with goodwill. Deferred tax advantage is recognised in the profit and loss account when it is probable that the company will have sufficient tax surplus in later periods to utilise the tax advantage. The group recognises in the profit and loss account tax advantages which have previously not been recognised to the extent that it has become probable that the group can utilise such deferred tax advantage. Likewise the group will reduce deferred tax advantages to the extent that the group no longer regards it as probable that it can utilise the deferred tax advantage. Deferred tax and deferred tax advantages are measured based on anticipated future tax rates for the companies in the group where previously temporary differentials have arisen. Deferred tax and deferred tax advantages are recognised at nominal value and are classified as financial capital expenditure (long-term debt) in the balance sheet. Payable tax and deferred tax are allocated in the profit and loss account to equity to the extent that the tax entries relate to equity transactions. 1.27 Segment information Goodtech reports segment information in accordance with IFRS 8, Business Segments, which requires that segment information shall be based on internal management reports which are followed up regularly by the group’s most senior decision maker (Chief Operating Decision Maker) to evaluate the profits of the segments and to allocate resources to them. The group presents segment information for business segments and geographical segments (see Note 2). The Group reports on the following five main segments: Projects & Services, Infra, Solutions, Environment and Products. Comparative data is normally prepared for changes in reporting segments. See Note 3 for segment information. 1.28 Contingent liabilities and assets Contingent liabilities that are unlikely to be settled or which cannot be measured reliably are not recognised in the annual profit and loss account. Significant contingent liabilities are recognised with the exception of contingent liabilities where the probability of the liability is low. A contingent asset is not recognised in the annual profit and loss account, but is recognised where it is probable that a benefit will accrue to the Group. 1.29 Events after the balance date New information about the group’s financial position on the balance date arising after the balance date is recognised in the annual profit and loss account. Events after the balance date which do not affect the group’s financial position on the balance date, but which will influence the group’s financial position in the future are recognised if they are significant. 1.30 Uncertainty of estimates In its presentation of the annual accounts in compliance with IFRS the group management has used estimates and assumptions deemed to be realistic. Situations or changes may arise which may mean that such estimates require adjustment and thereby affect the group’s assets, debt, equity or profit and loss.


The Group’s most important accounting estimates relate to the following: Construction contracts Estimates of goodwill Deferred tax advantages Construction contracts present a number of challenges from the tender phase to handover. The estimates on which the accounts are based rely on uniform principles and are subject to control procedures which are designed to ensure effective measurement of project results and progress. The complexity and scope mean that the project estimates have an inherent risk of error despite the Group’s efforts to ensure correct measurement. The Group’s recognised goodwill is assessed annually or when there are indications of a fall in value. Factors that may trigger a review of the asset value include poor profits compared to historical profits or poor anticipated profits, significant negative industry or financial developments or significant changes to overall business strategy. Assessments of recoverable amounts of assets and companies are partially based on management estimates, including determining own cash flow generating units, estimates of future profits, an asset’s income capacity and assumptions about future market conditions and use of synergy effects. Changes in circumstances and management assumptions may lead to write-downs. Deferred tax assets based on losses carried forward are recognised to the extent expected future income for the company, taking into account Group contributions, in the medium term will be sufficient to utilise these losses. This makes it necessary to estimate the company's future income. Such estimates may change over time and cause changes in the recognised amount of deferred tax assets. 1.31 Changes in accounting policy New and amended standards coming into force in 2012 have not resulted in amendments to the Group's accounting policy. 1.32 Standards not yet effective The following new standards, corrections and interpretations of standards had not become effect by 31 December 2013 and have not been applied in these consolidated accounts. IFRS 9 Financial Instruments addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010 and replaces those parts of IAS 39 that relate to the classification and measurement of financial instruments. The standard will have an impact on how the company presents its results. According to IFRS 9, profits on disposals of financial instruments available for sale are not recognised in the profit and loss account, but only included in comprehensive income. The standard will apply to accounting periods beginning 1 January 2015 or later. There are no other IFRSs or interpretations of IFRIC that have become effective that are expected to have any significant impact on the accounts. New accounting standards and interpretations that are relevant will be applied from the date they become mandatory.


Note 2 Changes in the group structure

Business combinations 2013

The Group took over Profitek AB on 1 July 2013. The purchase price was SEK 1.6 million. The purchase included 21 employees, some operating equipment and current contracts.

Purchase consideration is entirely classified as goodwill in the Group. Goodwill relates to employees with special skills and expected synergies with other Group companies. These values do not satisfy the criteria in IAS 38 and are therefore not recorded separately.

Business combinations and organisational changes 2012

Business combinations

No significant acquisitions were completed in 2012.

Organisational changes

The Group's activities relating to rail and metro were concentrated in a separate entity called Infra with effect from 1 January 2012. Projects & Services previously undertook these activities.

Sale of companies in 2013

The Group has not sold or disposed of activities in 2013.

Sale of companies in 2012

On 31 December 2012, the Group disposed of its transport activities in Goodtech Products AS. Income and expenses from discontinued operations are presented net of net profit/loss for discontinued operations in the profit and loss account for 2012.

The table below specifies amounts for discontinued activities included in the profit and loss account for 2012

(NOK 1,000) 2012

Operating revenue 9 078

Operating expenses -8 673

Operating profit 405

Net financial expenses -

Profit before tax 405

Income taxes 113

Profit on sale after tax 2 867

Profit/loss for sold operations 3 159

Discontinued operations affect these balances in the consolidated accounts 2012

Inventories -8

Equipment -9

Total assets -17

Net cash consideration on sale, received January 2013 4 000


Note 3 Segment information Operating segments Segment information has been prepared in compliance with IFRS 8 and is based on the reporting the management uses when assessing performance, profitability and resource allocation. Goodtech has organised its business into five reportable segments (business areas), based on the types of project, products and services supplied and various customer groups, as follows: The Projects & Services business area supplies qualified technical solutions in the fields of electrics and process

assembly, power technology and automation to Nordic industry and the public sector. These deliveries include everything from large, technically demanding projects to smaller, ongoing local projects.

The Infra business area provides services and solutions for upgrading infrastructure. Infra was separated from Projects & Services on 1 January 2012 in order to dedicate Infra to railway and metro.

The Solutions business area supplies automation products and streamlining solutions for production, material handling, warehousing and logistics to Scandinavian industry as well as to selected customers and industries internationally.

The Environment business area supplies customised environmental technology, products and solutions for environmental problems to municipalities, industrial companies and the private sector.

The Products business area supplies products in the field of automation, instrumentation, industrial communication and logistics.

2013 (NOK 1,000)Projects &

Services Infra Solutions Environment ProductsOther and

eliminations TotalRevenue from external customers 1 563 267 294 385 195 560 295 302 85 261 - 2 433 776Inter-segment revenues 13 715 27 3 741 1 263 7 454 -26 200 0Total operating revenue 1 576 982 294 412 199 301 296 566 92 716 -26 200 2 433 776Cost of goods sold -615 517 -213 905 -101 470 -224 865 -58 364 16 586 -1 197 535Salary and personnel costs -688 666 -53 539 -82 443 -41 202 -17 948 -21 212 -905 011Other operating expenses -192 999 -16 347 -25 670 -22 482 -9 312 21 798 -245 012Operating profit before depreciation and amortisation 79 800 10 621 -10 282 8 016 7 092 -9 028 86 218Depreciation -18 525 -277 -2 215 -1 087 -461 -1 456 -24 021Non-recurring items - - - - - -3 087 -3 087Operating profit 61 274 10 343 -12 497 6 929 6 631 -13 570 59 110Net financial expenses -3 509 -2 -676 -3 792 -599 171 -8 406Profit from associated companies 5 117 - - - - -1 200 3 917Profit before tax 62 883 10 342 -13 172 3 137 6 032 -14 600 54 621

Assets 1 109 853 13 312 154 856 172 324 39 463 47 029 1 536 837Purchase of property, plant and equipment 3 867 193 9 045 8 073 2 948 2 136 26 262


2012 (NOK 1,000)Projects &

Services Infra Solutions Environment ProductsOther and

eliminations TotalRevenue from external customers 1 415 559 204 142 250 899 238 587 69 606 209 2 179 002Inter-segment revenues 8 448 - 5 943 695 10 476 -25 562 0Total operating revenue 1 424 007 204 142 256 843 239 282 80 082 -25 353 2 179 002Cost of goods sold -566 288 -130 738 -138 647 -167 990 -46 875 20 512 -1 030 026Salary and personnel costs -625 623 -45 354 -83 824 -33 952 -16 558 -16 097 -821 407Other operating expenses -187 509 -23 114 -25 917 -20 252 -7 882 13 766 -250 908Operating profit before depreciation and amortisation 44 587 4 937 8 455 17 088 8 766 -7 171 76 661Depreciation -18 383 -345 -2 112 -829 -333 -850 -22 854Non-recurring items - - - - - - -

Operating profit 26 204 4 592 6 343 16 259 8 433 -8 022 53 807

Net financial expenses -4 313 -1 -738 1 294 -50 167 -3 639

Profit from associated companies 1 047 - - - - - 1 047

Profit before tax 22 938 4 591 5 605 17 553 8 383 -7 855 51 215

Assets 1 066 986 9 164 144 290 164 402 41 489 16 992 1 443 324Purchase of property, plant and equipment 3 538 131 366 1 710 461 1 144 7 350

The segments are reported gross including sales to other segments. Group items include sales among the segments and group activities in the parent company Goodtech ASA that are not distributed among the segments.

Standard business conditions apply to transactions and transfers among the group’s segments similar to those employed with external parties. Assets under other and eliminations mainly consist of parent company assets.

2013 2012

Product sales 142 209 127 423

Construction contracts 1 637 730 1 460 026

Services 632 692 578 734

Other income 21 145 12 819

Total revenue 2 433 776 2 179 002

Income by product group (NOK 1,000)

2013 2012

Norway 464 386 446 747

Sweden 1 910 360 1 634 433

Finland 1 426 6 954

Denmark 5 227 13 209

Brazil 1 870 3 115

Poland 3 564 14 326

Russia 2 244 3 836

USA 7 135 -

Japan 16 227 19 293

UK 237 22 485

Germany 111 2 325

France 309 -

Belgium 1 154 164

Faroe Islands 1 950 101

Estonia 585 -

Czech Republic 953 950

Bahrain 2 202 -

United Arab Emirates 5 607 4 485

Morocco 580 -

Chile 7 349 4 614

Other 300 1 967

Total revenue 2 433 776 2 179 002

Information about geographical areas (NOK 1,000)

Information about geographical areas is based on where the customer is located.


Non-current assets (NOK 1,000) 2013 2012

Home state/Norway 17 119 12 393

Sweden 42 475 32 031

Other 7 883 2 277

Total non-current assets 67 477 46 701

Non-current assets consist of property, plant and equipment, investments in associated companies and other non-current assets presented in the balance sheet.

Note 4 Salaary and personnel costs (NOK 1,000) 2013 2012

Salaries 641 008 580 904Share-based salary (share saving scheme) 263 257Social security tax 164 065 145 882Pension costs 54 648 53 391Other staff expenses 45 027 40 973Total salary costs 905 011 821 407

Average number of full time equivalents in the period 1 438 1 388Number of employees as of 31.12. 1 482 1 411 In 2013, the Group continued its share saving scheme. The group’s employees were offered shares in Goodtech ASA at a discounted price. The discount constituted 20% corresponding to NOK 1,500 per employee, which has been entered as a salary cost. A total of 196 group employees signed up for the share saving scheme with a total of 88,984 shares.

Note 5 Other operating expenses (NOK 1,000) 2013 2012

Rent and commercial premises 44 697 41 092

Travel expenses 40 585 46 540

Car expenses 32 544 32 015

Sales and marketing expenses 16 282 15 787

Consultants, advisors and other external services 28 905 40 694

Postage and telephone 11 554 11 790

Losses on receivables 1 540 161

Other operating expenses 68 906 62 829

Other operating expenses 245 012 250 908 Remuneration for auditors in Goodtech is included in Consultants, advisors and other external services and is distributed as follows:

Remuneration to auditor 2013 2012

Auditor's fee 1 263 1 636

Other certification services 33 119

Tax consultancy 156 246

Other non-audit services 195 190

Total excl. VAT 1 647 2 190


Note 6 Non-recurring items Non-recurring items include items that are not considered to be of a recurring nature. Examples of such items may be impairment of goodwill, acquisition costs and restructuring costs. In 2013, NOK 3.1 million were recognised as non-recurring items. This includes consultant costs incurred for the preparation of a letter of intent for the possible sale of operations. Note 7 Financial income and financial expenses (NOK 1,000) 2013 2012Interest income 615 1 398Agio profit 2 118 3 936Other financial income 159 100Total financial income 2 893 5 434

Interest expenses of loans -3 233 -4 923Interest credit facility -1 521 -430Guarantees -475 -583Agio loss -5 425 -2 601Other financial expenses -644 -537Total financial expenses -11 298 -9 074

Net financial expenses -8 406 -3 639 Note 8 Tax Income tax expenses (NOK 1,000) 2013 2012

Payable tax *) 13 506 10 466

Adjustments for prior years 105 -56

Tax on profit from discontinued operations - -1 228

Change in deferred tax assets 234 -7 593

Change in deferred tax -714 -1 665

Income tax expenses 13 132 -76

Effective tax rate in % 24,0% -0,1% Effective from 01.01.2014, corporate tax in Norway was reduced from 28% to 27%, and corporate tax in Finland was reduced from 24.5% to 20%. Corporate tax in Sweden was reduced from 26.3% to 22% effective from 01.01.2013. The effective tax rate in 2012 was significantly impacted by the recognition of previously unrecognised deferred tax assets.

*) Tax payable in balance 3 573 3 959 Reconciliation of effective tax rate Tax costs differ from the amount that would have arisen if the nominal tax rate had been applied. The difference between the nominal rate and the effective tax rate is specified below. The main components are specified.

(NOK 1,000) 2013 2012


Tax effect of discontinued operations - -1 228

Tax calculated at tax rate 28% 15 294 14 340

Permanent differences 1 878 3 413

Change in unrecognised deferred tax assets -15 741

Exchange differences -330 334

Effect of change to tax rate 1 141 249

Adjustments for prior years 105 -

Change to deferred tax on equity transactions - -377

Tax rates outside Norway that differ from 28% -4 956 -1 065

Tax costs 13 132 -76


The standard corporate tax rate in Norway is 28%. Goodtech’s businesses in countries with tax rates other than 28% contributes to reducing the tax cost. In 2013, the net deferred tax assets decreased by NOK 1.1 million due to lower corporate tax in Norway and Finland from 2014.

Deferred tax assets Balance

(NOK 1,000) 2013 2012

Property, plant and equipment -5 764 -5 594

Current assets -165 -1 362

Pension 244 454

Provisions 637 480

Profit and loss account -838 -1 087

Tax loss carry forward 40 448 41 843

Deferred tax assets recognised on balance 34 561 34 735 Deferred tax assets mainly relate to losses carried forward. Previously unrecognised deferred tax assets were recognised in 2012 based on the Group's positive development and expected future taxable profits.

Deferred tax Balance

(NOK 1,000) 2013 2012

Hedging reserve in equity 158 -

Property, plant and equipment Sweden 2 380 5 246

Provisions Sweden 7 091 2 902

Property, plant and equipment Finland 1 225 1 151

Deferred tax recognised on balance 10 854 9 298 Deferred tax relates to temporary differences in Sweden and industrial property in Finland which cannot be offset against deferred tax benefits. The Group recognises net liabilities and assets only if the Group has a legal right to offset these and only liabilities and assets on deferred tax assets that are within the same tax jurisdiction.

Specification change to deferred tax (NOK 1,000) 2013 2012

As at 1 January, net assets/liabilities 25 437 16 179

Recognised in the income statement 480 9 258

Recognised in other comprehensive income -97 -

Recognised directly in equity - 377

Translation differences in deferred tax -2 112 -376

As at 31 December, net assets/liabilities 23 707 25 437 Change to deferred tax assets and deferred tax liability

Deferred tax assets

(NOK 1,000)

Property, plant and

equipmentCurrent assets Pension Provisions

Profit and loss

account

Tax loss carry

forward Not

recognised Total

Balance as at 01.01.2012 -5 293 612 910 285 -243 46 596 -15 724 27 142

Recognised in the income statement -301 -1 974 -456 196 -843 -4 752 15 724 7 593

Recognised in other comprehensive income - - - - - - - -

Balance as at 31.12.2012 -5 594 -1 362 454 480 -1 087 41 844 0 34 735

Recognised in the income statement -170 1 197 -270 156 248 -1 395 - -234

Recognised in other comprehensive income - - 61 - - - - 61

Balance as at 31.12.2013 -5 764 -165 244 637 -838 40 449 0 34 561

Deferred tax liability

(NOK 1,000) Hedge reserve

equityProperty, plant and equipment

Provisions Sweden

Property, plant and equipment inland Total

Balance as at 01.01.2012 - 8 485 1 487 990 10 963

Recognised in the income statement - -6 424 105 -31 -6 349

Currency translation differences - 3 185 1 309 191 4 685

Balance as at 31.12.2012 - 5 246 2 902 1 151 9 298

Recognised in the income statement - -4 053 3 848 -508 -714

Recognised in other comprehensive income 158 - - - 158

Currency translation differences - 1 187 342 583 2 112

Balance as at 31.12.2013 158 2 380 7 091 1 225 10 854


The Group's tax loss to carry forward with expiration date

(NOK 1,000) 2013 2012

2015 or later - -

No due date -149 807 -149 440

Total tax losses to carry forward -149 807 -149 440 Tax losses to carry forward listed by country:

(NOK 1,000) 2013 2012

Norway -149 514 -149 162

Sweden -293 -278

Total tax losses to carry forward -149 807 -149 440 Deferred tax assets are only recognised to the extent that it is probable that there will be future taxable profits large enough to realise the benefit, either because the entity has shown profit or in all probability will be able to generate profits. Insofar as there are not likely to be sufficient future profits to absorb the deductible temporary differences, deferred tax assets are not recognised. The Swedish group has been in a payable tax position in 2013. The remaining tax losses to carry forward are blocked up to and including 2014 in accordance with the rules on group contribution restrictions in Sweden.

Note 9 Earnings per share Earnings per share is calculated by dividing the share of the annual profits allocated to the company’s shareholders by a weighted average of the number of ordinary shares issued over the year. To calculate the diluted profits per share, the weighted average of the number of issued ordinary shares in circulation is used and adjusted for the effect of conversion of all potential shares which may be diluted. The company has no potential shares which may be diluted.

(NOK 1,000) 2013 2012

Profit for the period allocated to the company's shareholders 41 171 54 427

Weighted average number of issued shares (in thousands) 32 454 32 471

Earnings/diluted earnings per share (NOK) 1,27 1,68

Profit for the period for continued operations allocated to the company's shareholders 41 489 51 291

Profit for the period for discontinued operations allocated to the company's shareholders - 3 159

Weighted average number of issued shares (in thousands) 32 454 32 471

Profit/diluted profit per share on continued operation (NOK) 1,28 1,58

Profit/diluted profit per share on discontinued operation (NOK) - 0,10

(number of shares in thousands)

Ordinary shares issued as of 31 December 32 503 32 494

Own shares held 26 35

Total 32 529 32 529

Weighted average number of ordinary shares as of 31 December 32 454 32 471


Note 10 Property, plant and equipment

(NOK 1,000) BuildingsMachinery/equipment Total

As at 1 January 2012

Acquisition cost 11 853 66 610 78 464

Accumulated depreciation -2 275 -25 619 -27 894

Balance as of 01.01.12 9 578 40 991 50 569

Financial year 2012

Balance as of 01.01.12 9 578 40 991 50 569

Currency translation differences -343 -475 -818

Acquisitions - 7 350 7 350

Disposals - -502 -502

Annual depreciation -404 -11 407 -11 812

Balance as of 31.12.12 8 831 35 957 44 788

As at 31 December 2012



Balance as of 31.12.12 8 831 35 957 44 788

Financial year 2013

Balance as of 01.01.12 8 831 35 957 44 788

Currency translation differences 1 083 2 171 3 254

Acquisitions 5 714 20 548 26 262

Disposals - - -

Annual depreciation -435 -12 029 -12 464

Value recognised in balance 31.12.12 15 194 46 647 61 841




Balance as of 31.12.13 15 194 46 647 61 841

Economic life 1) 20-30 years 3-10 years

Depreciation method linear linear 1) Asset categories presented in the above table are the aggregate sum of various asset components that belong to a specific category and depreciation rates represent the economic life allocated to components.


Note 11 Intangible assets

(NOK 1,000) Development

projectCustomer contrakts Goodwill

Patents and licences Total

Financial year 2012

Balance as of 01.01.12 17 494 30 413 585 308 - 633 215

Currency translation difference - -475 -7 437 - -7 912

Acquisitions 981 - - 981

Disposals 1) -4 218 - - - -4 218

Annual depreciation -98 -10 944 - - -11 042

Balance as of 31.12.12 14 159 18 995 577 870 - 611 024


Acquisition cost 14 527 45 885 657 870 384 718 667

Accumulated depreciation and imparement -369 -26 890 -80 000 -384 -107 643

Balance as of 31.12.12 14 159 18 995 577 870 0 611 024

Financial year 2013

Value recognised in balance 01.01.13 14 159 18 995 577 870 - 611 024

Currency translation difference - 1 453 45 199 - 46 652

Acquisitions 14 483 - 1 600 - 16 083

Disposals - - - - -

Annual depreciation -98 -11 459 - - -11 558

Balance as of 31.12.13 28 544 8 988 624 670 - 662 201


Acquisition cost 29 011 47 338 704 670 384 781 402

Accumulated depreciation and imparement -467 -38 350 -80 000 -384 -119 201

Balance as of 31.12.13 28 544 8 988 624 670 0 662 201

Economic life 2) 4 - 6 years 10 years

Depreciation method linear linear 1) Development costs are netted grants from the Research Council of Norway. See Note 30. 2) Asset categories are presented in the above table are the aggregate sum of various asset components that belong to a specific category and depreciation rates represent the life allocated to components. Development project Development costs relate mainly to a development project in Goodtech Recovery Teachnology AS related to the development of technology for improving the efficiency of production of aluminium. The recognised income for the year is NOK 9.7 million. This is net income after elimination of internal Group income related to hours purchased from group companies for NOK 0.8 million. Development costs will be amortised over the estimated useful life. Remaining income of NOK 4.8 million is related to development projects in Goodtech Projects & Services AS. Development costs are amortised over their useful life. The Group had no research-related costs in 2013 (NOK 0.0 million in 2012). Goodwill Goodwill is not amortised. This asset is tested at least annually for impairment. In Goodtech, this is done at year end. If there is any indication of impairment, impairment tests are carried out more frequently. Goodwill which has arisen through the business combination is allocated to the individual unit where the cash flow is identifiable.


Allocation of goodwill by cash-generating units

(NOK 1.000) 2013 2012

Goodtech Intressenter AB (prev. E&I Intressenter AB) 402 550 361 845

Goodtech Projects & Services AS 142 725 142 725

Goodtech Electro AS 302 302

Segment Projects & Services 545 577 504 872

Goodtech Solutions AS 4 463 4 463

Goodtech Solutions AB 62 543 56 448

Segment Solutions 67 006 60 911

Goodtech Environment AS 5 634 5 634

Segment Environment 5 634 5 634

Goodtech Products AS 6 453 6 453

Segment Products 6 453 6 453

Balance as of 31.12 624 670 577 870 Goodwill related to the acquisition of Profitek AB of SEK 1.6 million is included in goodwill for Goodtech Intressenter AB. With the exception of the change in goodwill for Goodtech Intressenter AB related to the acquisition of Profitek AB, the change is due to changes in goodwill from 2012 changes in currency exchange rates. Goodwill is in all entities related to employees with special skills, customer relationships and anticipated synergies with other Group companies. Testing for value decrease of cash generating units that include goodwill Impairment testing for cash-generating units with significant recognised amounts of goodwill is based on the recoverable amounts. Recoverable amounts are determined on the basis of an assessment of the cash-generating unit's utility value. The utility value is calculated by discounting the expected future cash flows over a period of five years, including a terminal value based on Gordon's growth formula. Cash flow projections are used based on financial budgets approved by management. Cash flow over and above approved budgets is derived on the basis of the Group's long-term strategic plans.

Weighted rate of return used in the impairment test (WACC) After tax Before tax

Goodtech Intressenter AB 9,0 % 11,5 %

Goodtech Projects & Services AS 9,2 % 12,8 %

Goodtech Electro AS 9,2 % 12,8 %

Goodtech Solutions AS 9,2 % 12,9 %

Goodtech Solutions AB 8,7 % 10,9 %

Goodtech Environment AS 8,8 % 12,3 %

Goodtech Products AS 8,8 % 12,4 % The discount rate used is risk-adjusted for each cash-generating unit to reflect the asset's specific risks and tax adjusted before tax using the methods described in IAS 36. Risk-free interest rate is determined based on 10-year Norwegian and Swedish government bonds and 10-year swap interet in Norway and Sweden. The Norwegian and Swedish risk-free rate has been used in the respective calculations of return to be consistent with the units' currency in cash flows. Estimates of future cash flows are based on numerous assumptions. These include economic and market developments. The companies within the Group are affected by market fluctuations and estimates made in weak markets may differ significantly from the estimates made in stronger markets. This indicates that in companies operating in volatile markets it may be difficult to make the right long-term decisions when the market is characterised by short-term volatility. Management expects that the market for the company's products and services will increase in the coming years and that the company will be able to take a larger market share within the indicated segments. Stable growth in turnover and EBITDA margins are assumed. Moderate growth expectations and increased earnings beyond the budget period have been assumed, and the conditions set are considered to be moderate and well within the expected developments. See also the sensitivity analysis below for further discussion of the units in which the discounted value is only marginally higher than the recognised value of capital employed. Impairment of goodwill Carrying out the impairment test in accordance with IAS 36 as at 31.12.13 found no basis for impairment or need to write down goodwill or intangible assets.


Sensitivity analysis "If conditions develop differently from what has been assumed, this may result in impairment losses of goodwill. Key assumptions used in the calculation of recoverable amounts are discount rates, terminal value growth and developments in EBITDA. The calculated amount of each cash flow-generating unit exceeds its recognised amount by a relatively wide margin for Goodtech Intressenter AB, Goodtech Electro AS, Goodtech Environment AS and Goodtech Products AS at the end of 2013." Sensitivity analyses show that Goodtech Projects & Services AS, Goodtech Solutions AS and Goodtech Solution AB are the units that are most vulnerable to changes in key assumptions that go beyond reasonable changes. Goodtech Projects & Services AS The value of the goodwill associated with Goodtech Projects & Services AS depends on the company continuing to achieve a minimum EBITDA margin to the same levels as in the previous year. The company is seeing positive results of internal processes implemented to improve margins. Based on the forecasts, expectations and assumptions going forward, Goodtech Projects & Services AS is meeting recognised values as of 31.12.2013." Sensitivity analyses are performed based on the assumptions that are believed to be the most relevant: discount rate and EBITDA margin. The following levels are critical in terms of possible impairment, given that all other factors are held constant. a) Increase in discount rate before tax to more than 19.7% b) EBITDA margin lower than 5.7% in future periods. An increase in the discount rate before tax to more than 19.7% or an EBITDA margin lower than 5.7% in future periods may trigger impairment. A growth in the terminal value of 0% in the calculation of minimum levels has been assumed. Goodtech Solutions AS The value of the goodwill associated with Goodtech Solutions AS is dependent on the year's negative result reversing to a positive result. Steps have been taken to lay the groundwork for increased sales and improved earnings. Based on the forecasts, expectations and assumptions going forward, Goodtech Solutions AS is fulfilling recognised values as of 31/12/2013. Sensitivity analyses are performed based on the assumptions that are believed to be the most relevant: discount rate and EBITDA margin. The following levels are critical in terms of possible impairment, given that all other factors are held constant. a) EBITDA margin lower than 0.7% in future periods. An EBITDA margin lower than 0.7% may trigger impairment. A growth in the terminal value of 0% in the calculation of minimum levels has been assumed. Goodtech Solutions AB The value of the goodwill associated with Goodtech Solutions AB is dependent on the company achieving significant improvement of net income. Net income is affected by sluggishness in the market and the impairment of individual projects within the system and projects, which were completed during the year. Measures have been taken to improve project efficiency and cost adjustments that are expected to lay the foundation for a positive performance in future periods. The market showed a positive trend at the end of the year and the company strengthened its order book significantly, which allows increased project activity and turnover. Sensitivity analyses are performed based on the assumptions that are believed to be the most relevant: discount rate and EBITDA margin. The following levels are critical in terms of possible impairment, given that all other factors are held constant. a) Increase in discount rate before tax to more than 11% b) EBITDA margin lower than 5.0% in future periods. An increase in the discount rate before tax to more than 11.0% or an EBITDA margin lower than 5.0% in future periods may trigger impairment. A growth in the terminal value of 1.5% in the calculation of minimum levels has been assumed.


Note 12 Investments in associated companies An overview of the Group's investments in associated companies is shown below.

Company Office Activities Ownership 1)

Kraftkompaniet Stockholm, Sweden Electrical installations 40 % 1) Votes correspond to ownership, 40%

(NOK 1,000) Kraftkompaniet Tunnelentreprenad Bravida EIAB HB Total

Balance as of 1.1.2011 38 - 38

Share of profit 2011 664 - 664

Exchange differences 5 - 5

Balance as of 31.12.2011 707 - 707

Share of profit 2012 1 047 - 1 047

Exchange differences -10 - -10

Balance as of 31.12.2012 1 744 - 1 744

Share of profit 2013 3 556 361 3 917

Received dividends -1 932 -361 -2 293

Exchange differences 189 - 189

Balance as of 31.12.2013 3 556 0 3 556 Tunnelentreprenad Bravida EIAB HB was liquidated in 2013. The company has had no activity in the recent past and the company's assets were written down in the accounts in previous years. The company's assets were sold in connection with the liquidation and Goodtech Projects & Services AB’s share of the sale is included in share of profits in 2013. The following condensed financial information for Kraftkompagniet is recognised using the equity method. The table shows 100% figures.

Condensed balance sheet and profit and loss account Kraftkompaniet

(NOK 1,000) 31.12.2013 31.12.2012

Current items

Cash and cash equivalents 10 458 10 159

Other current assets 7 042 16 523


Financial liabilities (e.g. accounts payable) 7 742 8 597

Other current liabilities (incl. trade payables) 1 336 13 632

Total current liabilities 9 078 22 229

Long-term items

Assets 262 -

Financial liabilities - -

Net assets 8 684 4 453

Operating revenues 37 965 79 478

Operating expenses 29 732 76 860

Net financial items 33 -


Note 13 Other non-current assets

(NOK 1,000) 2013 2012

Non-current interest-bearing receivables 1 986 -

Other financial investments 94 169

Total other non-current assets 2 080 169 The agreed interest rate on non-current interest-bearing receivables is 4% and the debt is in accordance with the agreed repayment plan to expire on 15 January 2017.


Note 14 Inventory

(NOK 1,000) 2013 2012

Stock of raw materials 15 207 18 177

Goods under production 1 804 1 978

Finished goods 12 392 11 696

Unsaleability -729 -1 058

Write-downs of inventories -1 722 -1 612

Total 26 951 29 180

Cost total for the period 1 197 535 1 030 026

Recognised value of stock pledged as security 3 737 4 335 Inventory mainly includes sales products and materials used for the supply of goods and services. Write-downs of inventory is recognised as costs of goods sold in income statement Inventory recognised on the balance sheet and pledged as security is part of the floating charge with SEB and Nordea Bank Finland. See also Note 20.

Note 15 Trade receivable (NOK 1,000) 2013 2012

Trade receivable 448 330 424 174

Provision for loss 1 483 479

Net trade receivables 446 847 423 695

Change in provisions for loss 1 004 -310

Actual loss 662 98

Loss on trade receivable is classified in the same way as other operating expenses in the income statement. Aging of trade receivables Not due 0-30 days 30-60 days 60-90 days Over 90 days Total

2013 339 517 58 977 34 592 3 339 10 423 446 848

76 % 13 % 8 % 1 % 2 % 100 %

2012 341 387 63 272 4 887 5 687 8 462 423 695

81 % 15 % 1 % 1 % 2 % 100 % Provision for bad debts is distributed proportionately. Of outstanding accounts as at 31.12.13, NOK 369.3 million was paid as at 5 March 2014.

Current receivables 2013 2012

Net trade receivable 446 847 423 695

Other current receivables - ref. Note 14 265 434 215 132

Total 712 281 638 826

Current receivables - value per currency 2013 2012 2013 2012

Amounts in local currency NOK NOK

USD 388 4 2 363 25

EUR 816 747 6 841 5 480

SEK 624 902 588 733 591 907 503 308

NOK 111 089 129 956 111 089 129 956

Other currencies 81 58

Total trade receivable and other current receivables 712 281 638 826


Note 16 Other non-current receivables

(NOK 1,000) 2013 2012

Prepaid costs 24 090 26 319

Completed, but not invoiced (fixed-price projects) 205 354 130 535

Completed, but not invoiced (other projects) 27 931 29 949

Other current receivables 8 060 28 329

Total other current receivables 265 434 215 132 The Group produces a large part of its output on a fixed-price contract basis. These contracts are recognised in the income statement as ongoing settlements. Progress is calculated as incurred production costs relative to expected total production costs. Breakdown of completion of current projects. Current projects are accumulated operating revenue for all current fixed-price projects.

Current projects as at 31.12. 2013 2012

Accrued revenue 3 379 560 2 674 957

Accrued expenses -3 221 364 -2 564 252

Recognised profit 158 196 110 705 Projects where profits are higher than the A account invoiced amounts are presented as receivables on the balance sheet. Projects where profits are lower than A account invoiced amounts are presented as liabilities.

Completed, but not invoiced production (fixed-price projects) 2013 2012

Carried to revenue on projects in progress 1 733 138 1 182 502

Amounts invoiced on account 1 527 784 1 051 968

Completed, but not invoiced production 205 354 130 535

Amount invoiced, but not paid 46 445 36 165

Of this withheld amount 22 520 4 374

Invoiced, but not completed production (fixed-price projects) - debt 2013 2012

Included as revenue on projects in progress 1 646 422 1 519 732

Amounts invoiced on account 1 796 556 1 673 224

Invoiced, but not completed production (ref. Note 22) 150 134 153 492

Amount invoiced, but not paid 41 001 43 071

Of this withheld amount 14 525 1 526 The Group is currently in the final phase of a number of larger projects where discussions are ongoing with the customer for final closure and financial settlement. The best estimate forms the basis for accounting treatment as of 31.12.13

Note 17 Cash and cash equivalents

(NOK 1,000) 2013 2012

Cash and bank deposits 33 365 82 857

Cash and cash equivalents in balance 33 365 82 857

Credit facility -79 251 -

Cash and cash equivalents in cash flow analysis -45 886 82 857 The Group has established group account system. According to the agreement, Goodtech ASA is the consolidated account holder and the other group companies are sub-account holders or participants. The bank may offset against deposits, so that the net position represents the balance between the bank and the Group account holder. Restricted deposits (withholding tax) are included in cash and cash equivalents and are as at 31 December 2013 NOK 9.1 million (2012: NOK 7.8 million).


Note 18 Share capital, premium and paid-in capital

(NOK 1,000) Share capital Own shares Premium Other paid-in capital Total

As at 1 January 2012 65 058 -107 35 440 500 000 600 390

Change own shares - 37 - - 37

Capital increase on share consolidation - - -45 - -45

Other changes - - -76 - -76

As at 31 December 2012 65 058 -70 35 318 500 000 600 306

As at 1 January 2013 65 058 -70 35 318 500 000 600 306

Change own shares - 18 - - 18

As at 31 December 2013 65 058 -52 35 318 500 000 600 323 Share capital Nominal value per share is NOK 2,00. All shares have equal voting rights. All issued shares are fully paid up. The general meeting of shareholders authorised management to issue shares up to the value of NOK 32,528,904. The authority expires on 30 June 2014. The purpose of the authority is to give the Board financial freedom to make acquisitions etc. As per today’s date the authority has not been used. Own shares Over the years, Goodtech ASA has acquired 80,000 shares. In December, 88,984 shares were sold to employees via the Group's share scheme. At year end, Goodtech ASA had 26,160 own shares, representing 0.08% of the company's share capital. The general meeting has authorised the Board of Directors on behalf of the company to acquire own shares amounting to 6,275,492. The maximum amount which may be paid per share is NOK 80 and the minimum amount is NOK 2. The authorisation expires on 30 June 2014. Shares acquired under this authorisation may be used for the implementation of the share scheme for employees, for acquisitions where the consideration consists of shares, for the redemption of share holdings and for other purposes.

Dividend 2013 2012

Dividend paid per share (NOK) *) 1,50 0,80

Total dividend paid (NOK 1.000) 48 621 25 980

Dividend per share proposed by the Board 0,65 1,50

20 largest shareholders as at 31 December 2013 No of shares % of total

El & Industrimontage Tannergård AB 9 403 911 28,91

Holmen Industri Invest 7 850 288 24,13

Skagen Vekst 2 116 842 6,51

Sedlak Holding AS 1 547 271 4,76

EIO AS 1 520 641 4,67

Skandinaviska Enskill. A/C Clients account (nom.) 520 855 1,6

MP Pensjon PK 474 000 1,46

Svenska Handelsbanken C/O Handelsebanken AS (nom.) 460 446 1,42

Swedbank Clients account (nom.) 372 733 1,15

Trollhaug Invest 320 000 0,98

Skandinaviska Enskil. Egenhandelskonto (publ) Oslo branch 300 000 0,92

Avanza Bank AB Meglerkonto 281 850 0,87

VPF Nordea SMB C/O JP Morgan Europe 279 084 0,86

Tvenge Torstein Ingvald 250 000 0,77

Termos Eiendom AS 250 000 0,77

Paulsberg Invest AS 200 000 0,61

Verdipapirfondet DNB 190 000 0,58

Mustad Industrier AS 176 839 0,54

Nordea Bank AB Clients account (nom.) 170 786 0,53

Flemming Davanger 107 430 0,33

Total 20 largest 26 792 976 82,37

Other shareholders 5 735 929 17,63

Total 32 528 905 100,00 At the end of 2013, Goodtech ASA had 1,870 shareholders compared to 1,670 at the end of 2012.


Shares owned by the Board and management as of 31.12.2013 No of shares

Stig Grimsgaard Andersen (Chairman) *) 107 201

Rolf Tannergård via El & Industrimongage Tannergård AB (Board member) 9 403 911

Karl Erik Staubo (Board member) *) 35 000

Veroslav Sedlak via Sedlak Holding AS (Board member/management) 1 547 725

Åsa Otterlund (Board member) 27 965

Håvard Kristiansen (Board member, employee representative) 2 388

Vidar Låte via Eio AS (CEO) 1 520 641

Synnøve Granli (CFO) 13 394

Arve Teie (Group Director Strategic Marketing) 56 986

Robert Bylin (Group Director MQSP) 1 570

Magnus Falkman (Group Director Projects & Services Sverige Syd) 37 395

Magne Reierson (Group Director Projects & Services Norge) 10 454

Hans R. Vedde (Group Director Solutions) 35 246

Rune Hoseth (Group Director Environment) 2 988

Eiliv Elvebakk (Group Director Products) 819 *) Also indirect ownership in Holmen Industri Invest 1 AS In addition, managers in individual subsidiaries in the group own minor shareholdings. Share price development At year end the shares were listed at NOK 15.90 per share, compared to NOK 11.65 at the end of the previous year.

Note 19 Group companies and non-controlling interests The largest subsidiaries that are included in the consolidation of the Goodtech group appear in the following table. Companies owned directly by Goodtech ASA are highlighted.

Company

Groups ownership

share Voting share Registered office Country

Goodtech Industry Holding AS 100,0 % 100,0 % Oslo Norway

Goodtech Electro AS *) 50,0 % 50,0 % Oslo Norway

Goodtech Projects & Services AS 100,0 % 100,0 % Oslo Norway

Goodtech Solutions AS 100,0 % 100,0 % Porsgrunn Norway

Goodtech Recovery Technology AS 100,0 % 100,0 % Oslo Norway

Goodtech Products AS 100,0 % 100,0 % Oslo Norway

Goodtech Intressenter AB 100,0 % 100,0 % Umeå Sweden

Goodtech Projects & Services AB 100,0 % 100,0 % Umeå Sweden

Goodtech Process AB 100,0 % 100,0 % Umeå Sweden

Goodtech Solutions AB 100,0 % 100,0 % Karlstad Sweden

Goodtech Solutions Manufacturing AB 100,0 % 100,0 % Arvika Sweden

Goodtech Environment Ab 100,0 % 100,0 % Mariehamn Åland (Finland)

Goodtech Environment AS 100,0 % 100,0 % Lindeberg Norway

Goodtech Environment Gøteborg AB 100,0 % 100,0 % Gøteborg Sweden *) Goodtech Industry Holding AS represents the majority of votes on the company’s board. All subsidiaries are consolidated. Voting rights correspond to ordinary shares. Non-controlling interests in Goodtech Electro AS on the balance date is NOK 0.9 million. The non-controlling interest is not regarded as significant for the Group. Consequently, summarised financial information has not been presented, cf. IFRS 12.


Note 20 Loans and credit facilities (NOK 1,000)

Recognised value

Non-current interest-bearing debt 2013 2012 Nom. Interest rate Due Currency

Value in local

currency Company 1)

SEB, non-current loans 53 043 71 812 Stibor + 1,0% 30.12.15 SEK 56 000 GI AB

Nordea Bank Finland Abp 7 583 - Euribor + 1,75% 31.10.23 EUR 905 GE AB

Various bank loans - variable interest rate 9 972 7 167 1,86% - 5,65% 28.02.31 SEK 10 528 GSM AB

Withdrawals from long-term credit facility (credit facility SEK 81 mill.)

SEB 30 784 58 988 Stibor + 1,0% 30.12.15 SEK 32 500 GI AB

SEB 45 000 - Nibor + 1,0% 30.12.15 NOK 45 000 GOD ASA

Total non-current interest-bearing debt 146 383 137 967

Total non-current debt 146 383 137 967

First year’s payment on long-term debt -28 751 -25 803Total non-current debt excl. first year’s payment 117 632 112 164

Current interest-bearing debt

Non-current debt, due < 1 year 26 907 24 490

Various bank loans, due < 1 year 1 843 1 313

Credit facility (credit facility SEK 175 mill) 48 467 - Nibor/Stibor + 1,1% NOK & SEK

Total current debt 77 218 25 803

Total interest-bearing debt 194 850 137 967 Due dates for non-current loans are as follows

0 - 2 years 133 907 51 897

2 - 5 years 4 745 85 332

More than 5 years 8 439 1 772 Interest rate swaps A fixed rate (interest rate swap) has been agreed on thenon-current loan (the original loan was SEK 84 million) with SEB for the period 01.01.13 to 31.12.15 at 3.06% including margin. A fixed rate (interest rate swap) was also agreed for the non-current loan (the original loan was EUR 0.9 million) with Nordea for the period 31.07.13 to 10.31.23 at 1.91% including margin.

Recognised value

2013 2012 Interest rate Due Currency Nom. in

currency Company 1) Interest rate swap (non-current loan of SEK 56 mill.) 622 1034 3,06 % 30.12.15 SEK 56 000 GI AB Interest rate swap (non-current loan of EUR 0.9 mill.) 86 - 1,91 % 31.10.23 EUR 909 GE AB

Total fair value interest rate swaps 708 1034


Reconciliation with balance sheet The fair value of interest rate swaps included in Loans in the balance sheet.

Recognised value

2013 2012

Interest-bearing debt 117 632 112 164

Interest rate swaps 708 1 034

Total non-current loans in balance sheet 118 340 113 197

List of used and unused credit facilities

Credit facilities

Total facility

NOKUnused facility

SEB credit facility for Group (SEK 175 mill.) 165 760 117 293

Nordea Åland credit facility (EUR 1.5 mill.) 12 574 12 574

Total credit facilities 178 334 129 866

Non-current withdrawal facility (SEK 81 mill.) 76 723 939

Total 255 057 130 806 The Group’s main bank is Skandinaviska Enskilda Bank (SEB). The Group has established a group account for all its Norwegian and Swedish subsidiaries with SEB. The Group has operating credit facilities in several currencies of SEK 175 million and a long-term credit facility of SEK 81 million with SEB. The credit facility runs until 31.12.2015. A commitment fee of 0.25% per year will be paid on the undrawn portion of the long-term credit facility with SEB. The agreement with SEB regarding loans, credits and guarantees sets requirements for financial key figures for the Group. The Group must have net interest-bearing debt/EBITDA of maximum 2.5, and EBITDA/interest and amortisation must be a minimum of 1.5. Quarterly reporting of accounts information and covenants is also required. The group is not in conflict with covenants as at 31.12.2013. Security and guarantees As security for its commitment, SEB has a negative pledge clause, as well as first priority security on floating charges in Goodtech Projects & Services AB for SEK 106.9 million and Goodtech Process AB for SEK 6.0 million, a total of SEK 112.9 million. The types of asset that existed in the companies at the commencement of the credit agreement are referred to in floating charge security. Nordea Bank Finland Plc has security in Goodtech Environment AB's assets of up to EUR 1.6 million for an overdraft limit of EUR 1.5 million and other liabilities. As security for Goodtech Environment AB’s loan, the parent company Goodtech has provided Nordea Bank Finland Plc with a guarantee for loans and interest on the principal. The parent company Goodtech ASA has provided guarantees of up to SEK 2 million to Westra Wermlands Sparebank for various bank loans for Goodtech Solutions Manufactoring AB. The Group's total guarantees in banks and in other guarantee institutions is NOK 356.1 million, of which NOK 252.3 million were used as of 31.12.13.

1) Abbriviations:

GI AB Goodtech Intressenter AB

GE Ab Goodtech Environment Ab

GSM AB Goodtech Solutions Manufacturing AB

GOD ASA Goodtech ASA


Note 21 Pensions (NOK 1,000) The Group’s Norwegian companies are subject to the Norwegian Mandatory Pension Act and meet the requirements of this legislation. Goodtech has both defined contribution and defined benefit pension plan for its employees. The Norwegian companies have primarily established defined contribution plan. The schemes are funded through payments to insurance companies. The Group's defined contribution pension schemes in its Norwegian companies include most employees in Norway and constitute between 2% and 8% of employee salaries. The Group's companies outside Norway have pension plan that comply with local practice and local legislation. Employees of the Swedish subsidiaries have pension plans (ITP - Industrins och Handelns tilläggspension) covered by insurances in Alecta AB. The ITP pension is managed by Alecta AB and Collectum. ITP includes all 'tjänstemän' in the Group's Swedish operations. Industrins och handelns tilläggspension is a plan for employees in the private sector in Sweden. The pension plans in Sweden are based on mandatory collective agreement plan negotiated as part of collective agreements. The ITP pension plan includes pension, medical insurance and survivors pensions. Employees born after 1979 are included in ITP Plan Option 1, which is a defined contribution plan where the pension premium each term is fixed based on percentage ranges as set out in the associated collective agreement. Employees born in 1978 or earlier are covered by ITP Plan Option 2, but may choose ITP Plan Option 1. ITP 2 is a defined benefit plan where the pension premium varies from term to term based on different calculation variables. Employees who have ITP 2 also has a defined contribution pension plan called ITPK. ITPK plan in Swedish companies make up 2% of employees' salaries. The defined benefit plan for Goodtech's employees acts as a defined contribution plan for the Group where annual premiums are expensed as incurred. This is a multi-employer plan where policyholders do not have access to the information needed to recognise the plan as a defined benefit plan. The pension plans therefore recognised similar to a defined contribution plan, in accordance with IAS 19.34. Total pension costs for both defined contribution and defined benefit pension plan constitute NOK 54.6 million for 2013 (NOK 53.4 million for 2012) which are recognised as salary costs in the income statement (cf. Note 4). Defined benefit pension plan: As of 31 December 2013, four people, three employees and one pensioner are covered by the Group's defined benefit pension plan. The plan includes retirement pension from the age of 67 for life. The plan also includes disability, survivors and children's pension. In addition, the Group has an unsecured pension agreement with three people. Pension funds are valued at fair value at the end of the year. Commitments (net present value of pension benefits accrued on the balance sheet date, adjusted for future salary increases) are valued using best estimates based on assumptions on the balance sheet date. The actuarial calculations of pension liabilities are carried out by an independent actuary. The obligation is calculated using straight-line accumulation. Effect of change to accounting principle The effect of a change in accounting principle is considered immaterial to the Group. The Group has not previously taken advantage of the opportunity for the corridor, so this change has not resulted in any changes for the Group. The transition from the calculation of gross liabilities to net liabilities provides an immaterial effect on net pension obligation as at 01.01. The effect is thus not recognised and has not led to changes in the comparative figures.


Calculation of the year’s pension costs 2013 2012

Current value of the year’s pension contribution 432 498

Net interest costs 37 -21

Reversed cost of pension in previous periods -566 -

Service costs 48 49

Social security tax 139 74

Annual pension costs defined benefit pension plans 90 601

Annual pension costs defined contribution pension plan 1) 54 558 52 790

Total annual pension costs 54 648 53 391

Pension obligation and pension assets 2013 2012

Gross pension obligation 8 044 7 701

Fair value pension plan assets 7 564 6 352

Net pension obligation 480 1 349

Employer contributions 199 272

Pension obligation recognised in balance sheet 679 1 621

Change in obligation 2013 2012

Net pension obligation 1.1. 1 621 3 251

Pension costs recognised in income statement 90 601

Premium payments -1 256 -883

Remeasurement included on other comprehensive income 224 -1 348

Net pension obligation recognised in the balance sheet as at 31.12 679 1 621 On calculation of pension costs and net pension obligation the following assumptions have been made 2013 2012

Discount rate 4,00% 3,90 %

Expected asset return 4,00% 4,00 %

Salary growth 3,75% 3,50 %

Pension adjustment 0,60% 0,20 %

G-adjustment 3,50% 3,25 %

Average turnover 0,00% 0,00 % 1) The pension costs for the year for defined contribution pension plans include defined contribution pension plans in Norway and defined benefit pension plans in Sweden that are recognised as defined contribution plans. In the financial year 2012, the Group has chosen to use the discount rate based on the bond interest rates, according to the updated NRS Guide. The Group has determined that interest rates on business bonds reflects a more realistic rate compared to interest rates on government bonds. The net effect on equity as a result of the change in the basis for the discount rate is NOK 1 million in 2012. The pension funds in an insurance-based plan consist of an insurance policy. The insurance policy is measured at fair value. Fair value corresponds to the transfer value of the policy and any premium funds. The life assurance investment profile is determined in guidelines from the Financial Supervisory Authority of Norway.

Pension assets by main category as a percentage of total pension funds 2013 2012

Shares 7,6% 8,7 %

Property 16,6% 16,5 %

Bonds at amortised cost 39,9% 39,4 %

Bonds in circulation 33,6% 32,0 %

Other 2,3% 3,4 %

Total 100,0% 100,0 %


Note 22 Trade and other payables

(NOK 1,000) 2013 2012

Trade account payable 205 515 206 722

Unpaid public taxes 67 324 62 373

Holiday pay/salaries owed 95 018 83 858

Production completed, but not invoiced (fixed price projects) (ref. Note 16) 150 134 153 492

Production completed, but not invoiced (other projects) 11 058 15 345

Accrued costs 40 075 38 694

Other current debt 9 919 34 321

Total 579 044 594 804

Note 23 Provisions (NOK 1,000)

Current provisions Guarantee Obligation Onerous contracts Total

Balance as at 1 January 2012 3 050 2 409 - 5 460

Currency effect on IB -13 -42 - -55

Provision 2012 7 797 - - 7 797

Provision reversed in 2012 4 009 - - 4 009

Provision used in 2012 - 2 367 - 2 367

Balance as at 31 December 2012 6 825 0 - 6 825

Current provisions Guarantee Obligation Onerous contracts Total

Balance as at 1 January 2013 6 825 - - 6 825

Currency effect on IB 489 - - 489

Reclassified balance as at 1 January 2013 3 789 - 5 750 9 538

Provision 2013 14 440 - 862 15 301

Provision reversed in 2013 474 - 1 894 2 368

Provision used in 2013 5 126 - 3 761 8 887

Effect of currency fluctuations 524 - 512 1 037

Balance as at 31 December 2013 20 468 - 1 468 21 936 Warranties Provision for warranty work relates to the possibility of future warranty work on products and services provided by Goodtech. The provision is based on estimates of liabilities under existing contracts and historical experience with the frequency and cost of work. The Group provides from 1- to 5-year warranties on products sold and services. Warranty provisions are recognised when the underlying products or services are sold. Warranty provisions are included in the project forecasts and worked through the life of the project in line with the stage of completion. When projects are completed and handed over to the customer, warranty provision is assessed and recognised in the balance sheet. In 2013, several major projects were completed and recognised as a provision. Reclassification shown in the table applies to warranty provisions, which in 2012 were included as part of current liabilities and which have now been transferred and classified as provisions.. Obligations Provisions related to restructuring were fully utilised in 2012. Loss contracts Anticipated losses on contracts are recognised when the expected benefits from a contract are lower than the unavoidable costs incurred to fulfil contractual obligations. Completed, not invoiced production recognised on the balance sheet as assets is written down before provision for losses on contracts are recognised in the balance sheet. The reclassification shown in the table applies to provisions for anticipated losses on contracts which in 2012 were recognised as completed, but not invoiced production.


Note 24 Joint ventures In 2011, Goodtech Projects & Services AB, in partnership with APQ EI AB, set up a project company called GAQ Contracting AB for the supply of the companies' joint projects. 50% of GAQ Contracting AB is owned by Goodtech Projects & Services AB and 50% by APQ El AB. The shareholder agreements mean that Goodtech Projects & Services AB and APQ EI AB retain joint control of the company Joint ventures are recognised using the gross method (proportionate consolidation), based on a 50% stake. The stake in GAQ Contracting AB is defined as joint operations in accordance with IFRS 11 Joint Arrangements.

Company Office Activities Ownership

GAQ Contracting AB Malmoe, Sweden Assembly and consultancy in the electrical industry 50 % Below is an overview of the share of assets, liabilities, earnings, expenses and net profit in joint ventures are proportionally consolidated in the consolidated profit and loss account. The amounts are shown gross before the impact of eliminations in the profit and loss account relating to intercompany transactions. See Note 27 for a summary of transactions between joint ventures and subsidiaries.

(NOK 1,000) 2013 2012

Assets

Cash and cash equivalents 5 650 3 030

Other current assets 4 858 3 310


Debt

Other current debt 7 853 5 135

Total current debt 7 853 5 135

Net assets 2 655 1 205

Operating revenue 33 988 16 408

Operating expenses 30 808 14 811

Net financial items 47 -14


Tax 725 419

Profit after tax 2 501 1 165 Goodtech Projects & Services AB and APQ EI AB are jointly and severally liable for the obligations of GAQ Contracting AB. The companies are jointly and severally providing guarantees to third parties to whom GAQ Contracting AB is liable as part of its ordinary operations.

Note 25 Lease agreements (NOK 1,000) In 2013, the Group's Swedish subsidiary Goodtech Projects & Services AB signed new leases with a new leasing partner for the company's service vehicles and cars. New leases are classified as operational leases (cars) and financial leases (service cars). Previously, company cars were leased as operational leases. Current operational leases for company cars which were signed with the former leasing partner will continue to run as an operational leases until the end of the agreed lease period, also with the new leasing partner. New agreements will be established as financial leases. This means that over time, as the original operational leases expire, the number of operating lease agreements will be phased out and new agreements will be entered into as financial leases. The phase-out period is estimated to be about four years. In accordance with IAS 17 Leases, financial leases must be included as assets and liabilities in the balance sheet. Subsequent measurements must be recorded as amortisation of capitalised asset and the lease expenses are apportioned between the financial charges and reduction of the balance sheet liability. As of 31.12.2013 a small number of new finance leases have been entered into. The sum of the fair value/current value of the cars is considered immaterial to the Group. Accordingly, no financial leases are recognised in the balance sheet as of 31.12. Financial leases will be recognised as of 01.01.2014. Operational lease agreements The Group has operational leases associated with machinery, cars, equipment and buildings/offices. Costs associated with operational leases represent minimum lease payments during the notice period.


Lease expenses include the following:

Buildings/offices Machinery/cars/equipment Total

Annual lease of assets not recognised on balance sheet 33 481 30 059 63 540

Estimated lease payments next year 33 247 29 561 62 808 Future minimum lease payments under non-cancellable leases fall due as follows:

Up to 1 year 27 887

2 to 5 years 52 075

After 5 years 5 287

Future minimum lease 85 249 Financial lease agreements Fair value/current value of the minimum agreed financial leasing contracts are considered immaterial to the Group and are not recognised as assets and liabilities in the balance sheet. Current agreements have a term of between six and 48 months. A table of future minimum lease of current contracts can be found below:

Cars

Up to 1 year 1 051

2 to 5 years 1 911

After 5 years -

Future minimum lease 2 962

Average interest 2,83%

Discounting 178

Current value of future minimum lease 2 784

Note 26 Financial risk and categories of financial instruments Financial risk The Goodtech Group has operations in several European countries and is exposed primarily to interest rate risk, currency risk, liquidity risk and credit risk. The Board is intending to implement an annual review of procedures for risk management. The Group's management has continuously assesses these risks and establishes guidelines for how they should be handled. Management within each business unit is responsible for ongoing monitoring of risks within their area of responsibility. Capital management The Board's goal is to maintain a strong capital base to maintain investor, creditor and market confidence and to develop the business. By ensuring a good ratio between equity and debt, the Group will support its activities and thus maximise the value of its shares. The Group manages its capital structure and makes necessary changes to it based on a continuous assessment of the economic conditions under which the Group is operated as well as general prospects in the short and medium term. The Group monitors its capital by assessing its gearing ratio, which is defined as net interest-bearing debt divided by equity. Additionally, the Group's policy is governed by capital requirements (covenants) related to liabilities to banks. The Group must not have net interest-bearing debt/EBITDA that exceeds 2.5 and EBITDA/interest and amortisation must be a minimum of 1.5.

(NOK 1,000) 2013 2012

Interest-bearing debt (Note 20) 194 850 137 967

Cash (Note 17) 33 365 82 857

Net interest-bearing debt/cash 161 485 55 110

Total equity 725 193 687 815

Gearing ratio 22,3% 8,0%

EBITDA *) 86 218 76 661

Net interest-bearing debt/EBITDA >2.5 1,87 0,72

Interest expenses + amortisation 31 276 28 860

EBITDA/interest expenses + amortisation >1.5 2,76 2,66 *) EBITDA is earnings before interest, taxes, depreciation and amortisation.


No companies in the Group are subject to external capital requirements beyond covenants related to debt to banks. Credit risk The risk that counterparts do not have the financial ability to meet their obligations is regarded as low. Goodtech has established clear guidelines and criteria for the assessment of credit risk. In addition, the Group has a large spread of customers in terms of both number and size, and customers are mainly established companies. The Group has no significant credit risk associated with a single counterpart or counterparts which can be viewed as a group as they present a similar credit risk. The creditworthiness of customers who require credit is regularly assessed. This reduces vulnerability to losses on individual customers, and recent years have shown few losses in this area. There is therefore no requirement for further provisions for such losses. See also Note 15 for information on age distribution and losses. The Group considers its maximum risk exposure to be the recognised value of trade receivables (see Note 13) and other current assets.

Max. credit exposure

(NOK 1,000) 2013 2012

Cash and cash equivalents (Note 17) 33 365 82 857

Trade receivable (Note 15) 446 847 423 695

Other current receivables (Note 16) 265 434 215 132 Interest risk The Group's exposure to interest rate risks is mainly related to financing at variable interest rates. Excess liquidity is primarily invested in bank deposits and low-risk money market funds. Interest income and interest expenses recognised in the accounts are affected by interest rate fluctuations. The main objective of managing financial interest rate risk is to reduce the financial risk and to minimise interest expenses over time. The Group’s interest-bearing debt is based on variable interest rates. The Group has entered into interest rate swaps, fixed-rate agreements, to hedge against two of its long-term loans. Reference is made to Note 20. Sensitivity analysis of interest risk Changes in interest rates on the Group's loan will affect the Group’s interest costs. Sensitivity analyses reflect a change in the interest rate of 0.5 base points relative to interest rates as at 31.12.2013. If all interest rates for all currencies had been reduced or increased by 0.5 base points for Goodtech ASA and its subsidiaries, interest expenses for the Group would probably be NOK 1.0 million higher or lower as at 31.12.2013 (NOK 0.7 million as at 31/12/2012). Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Liquidity management is exercised to ensure that liquidity is sufficient to meet liabilities when they fall due. The Goodtech Group's strategy is to maintain sufficient cash, cash equivalents and credit facilities to be able to finance operations and investments in accordance with the Group's strategic plan. Unused credit facilities are described in Note 20. Excess liquidity is held mainly in Norwegian kroner. The table below shows the maturity structure of the Group's financial liabilities based on nominal payments of principal and estimated interest payments. Estimated future interest payments are based on the maturity profile of the Group's financial liabilities. Maturity profile for the Group's financial obligations as at 31.12.2013

(NOK 1,000) < 1 year 1-3 years 3-5 yearsMore than 5

years Total

Interest-bearing debt

Bank loans 28 365 29 996 1 957 2 697 63 016

Long-term withdrawals credit facility - 75 784 - - 75 784

Credit facility 48 853 1 157 1 157 4 884 56 051

Total interest-bearing debt 77 218 106 937 3 114 7 582 194 851

Non-interest-bearing debt

Creditors 205 515 - - - 205 515

Other current debt 212 336 - - - 212 336

Total non-interest-bearing debt 417 852 - - - 417 852

Total 495 070 106 937 3 114 7 582 612 702

Future interest payments 3 767 4 143 526 841 9 277

Total including interest payments 498 837 111 080 3 640 8 423 621 979


Maturity profile for the Group's financial obligations as at 31.12.2012

(NOK 1,000) < 1 year 1-3 years 3-5 yearsMore than 5

years Total

Interest-bearing debt

Bank loans 25 803 50 119 1 284 1 772 78 979

Long-term withdrawals credit facility - 58 988 - - 58 988

Credit facility - - - - -

Total interest-bearing debt 25 803 109 107 1 284 1 772 137 967

Non-interest-bearing debt

Creditors 206 722 - - - 206 722

Other current debt 219 246 - - - 219 246

Total non-interest-bearing debt 425 968 - - - 425 968

Total 451 771 109 107 1 284 1 772 563 935

Future interest payments 3 269 5 421 293 85 9 068

Total including interest payments 455 040 114 528 1 578 1 857 573 003 Currency risk Goodtech is exposed to currency risk, as the Group operates in several countries both within and outside Europe. Contracts are primarily in local currencies (NOK, SEK, EUR and USD). Currency fluctuations may result in adjusted income in NOK for foreign projects. The main risks are related to fluctuations in EUR, USD and EUR. However, Group policy is to keep most of the purchases and sales of individual projects in the same currency, thus reducing the risks associated with currency fluctuations. The recognised amounts of the Group's net investment in foreign companies fluctuate as the Norwegian krone changes compared with the applicable currencies. Profit after tax for the Group is also affected by changes in exchange rates, as the profits in foreign companies are converted into Norwegian kroner at a weighted average exchange rate for the period. The Group has also established a multi-currency cash system that helps to reduce currency risks. Over the past year, the Company has carried out no significant currency hedging transactions with banks. Sensitivity analysis of currency risk The following table shows the Group's sensitivity to potential changes in the krone exchange rate – all other factors being equal. The calculation is based on the same change against all applicable currencies. The effect on earnings comes from changes in the value of monetary items, and the effect on equity is the value of net investments in foreign currency.

Accounting impact 2013 Accounting impact 2012

(NOK 1,000) Profit before tax Equity Profit before tax Equity

10% increase/reduction SEK/NOK (+/-) 4 606 (-/+) 3 234 (+/-) 2 598 (-/+) 7 244

10% increase/reduction EURO/NOK (+/-) 768 (-/+) 4 040 (+/-) 985 (-/+) 10 031 Determination of fair value A comparison of the recognised amounts and fair values of the Group’s financial instruments is shown below. With the exception of the interest rate swap which is recognised at fair value, all financial instruments are measured at amortised cost. There is no significant difference between the fair value and book value. The recognised value of cash and cash equivalents and bank overdrafts approximates fair value because these instruments have short maturities. Similarly, the recognised amount of accounts receivable and accounts payable approximates fair value as these are entered into on ‘normal’ terms. Liabilities to banks are based on floating interest rates and recognised value is regarded as approximating fair value.


Categories of financial instrument 2013 2012

(NOK 1,000) Note Carrying amount Fair value Carrying amount Fair value

Financial assets carried at amortised cost

Cash and cash equivalents 17 33 365 33 365 82 857 82 857

Trade receivable 15 446 847 446 847 423 695 423 695

Othercurrent receivables 16 23 053 23 053 54 648 54 648

Financial liabilities carried at amortised cost

Loans 20 117 632 117 632 112 164 112 164

Loans and credits 20 77 218 77 218 25 803 25 803

Creditors 22 205 515 205 515 206 722 206 722

Other current debt 22 212 336 212 336 219 246 219 246

Financial liabilities carried at fair value

Interest rate swaps 20 708 708 1 034 1 034 Valuation hierarchy The Group classifies fair value measurements using a fair value hierarchy that reflects the significance of the input used in the preparation of the measurements. No financial assets or liabilities have been reclassified in such a way that the valuation method has been changed from amortised cost to fair value or vice versa. The different valuation levels have been defined as: Level 1: fair value is measured using quoted prices in active markets for identical financial instruments. Level 2: fair value is measured using observable inputs other than Level 1 inputs – either directly (prices) or indirectly (derived

from prices). Level 3: fair value is measured using inputs that are not based on observable market data (unobservable inputs).

2013

(NOK 1,000) Level 1 Level 2 Level 3

Financial liabilities carried at fair value

Interest rate swaps - 708 -

Total - 708 -

2012

(NOK 1,000) Level 1 Level 2 Level 3

Financial liabilities measured at fair value

Interest rate swaps - 1034 -

Total - 1034 -

Note 27 Transactions with related parties Goodtech ASA is the parent company and has direct and indirect ownership and control of 14 companies. Directly owned companies are presented in Note 11 to the Goodtech ASA accounts while the indirectly owned companies are presented in Note 19 Group Companies and Non-controlling interests. Transactions between group companies are eliminated in the consolidated accounts. Activity between Group companies is presented in the segment information in Note 3 to the consolidated income statement. Intercompany balances with the parent company are presented in Note 10 to the Goodtech ASA accounts. Goodtech has interests in joint ventures. Joint ventures are consolidated line by line in the consolidated income statement using the consolidation method, based on ownership share. Transactions and balances with joint ventures have been eliminated in the consolidated group accounts. Reference is made to Note 24 to the consolidated accounts for information about the Group’s ownership interests in joint ventures. As of 31 December 2012, Goodtech has outstanding loans to joint ventures of SEK 1.5 million. This loan was repaid in its entirety in the second quarter of 2013. Transactions between group companies and joint ventures are based on the arm's-length principle. As part of a process to structure and streamline operations in the Group, Goodtech sold its 50% stake in Tunnelentreprenad AB in 2011 to EI & Industrimontage Tanner AB, owned by Rolf Tannergård. Rolf Tannergård is a Board Member and owner through EI & Industrimontage Tannergård AB of 28.9% of the shares in Goodtech. In connection with the sale, a supply agreement was entered into between Goodtech Projects & Services AB and TEAB to safeguard Goodtech’s current interests and supply of resources for the Norra Länken project until 2015. Joint costs in Goodtech are distributed among the Group companies in accordance with the allocation rules based on the arm's length principle.


The Group has not identified other transactions with related parties than the ones mentioned above.

Note 28 Remuneration for the board, management etc. Remuneration to board and board committees Board remuneration consists of a fixed annual fee depending on the role on the Board and the remuneration for participation in other committees established by the Board. Total remuneration for the Board, election committee and Board committees recognised in the accounts in 2013 was NOK 1.7 million, NOK 0.1 million and NOK 0.1 million respectively. In 2012, remuneration was NOK 1.5 million, NOK 0.1 million and NOK 0.2 million respectively. See Note 18 for a list of shares held by directors and group management. Shareholdings of directors and executive management includes their families.

Board and election committee Period Ordinary

board feeFee

committees Total 2013 Total 2012

Stig Grimsgaard Andersen Chairman 275 4 279 225

Karl Erik Staubo Board member 175 21 196 186

Veroslav Sedlak Board member 175 175 150

AnneM. Sødahl Wessel Board member 175 14 189 150

Stig Martin Board member until Apr 13 175 175 150

Tine G. Wollebekk Board member Apr 12-Nov 13 175 4 179 150

Anna-Stina N. Nilsson Board member Apr 11-Oct 12 88 14 102 186

Selma Kveim Board member until Apr 13 175 7 182 150

Osvaldo Chamorro Board member, employee rep. Oct 11-Dec 13 88 88 38

Robert Karlsson Board member, employee rep. until Jul 13 15 7 22 111

Håvard Kristiansen Board member, employee rep. 88 88 75

Göran Rönnbäck Board member, employee rep. Jul 12-Feb 14 73 73 0

Nicolas Brun-Lie Chairman of election committee 50 50 50

Per Raaum Election committee member 30 30 30

Harald Skogholt Election committee member 30 30 30 The employee representatives on the Board also receive normal salary, earn pension rights and receive other benefits as employees that are not included in the table above.

Group management CurrencySalary,

fees etc. Pension Other

benefits Total 2013

Total 2012

Vidar Låte CEO NOK 1 993 63 115 2 171 1 818

Synnøve Granli CFO NOK 1 176 63 14 1 253 1 118

Arve Teie Group Director Strategic Marketing NOK 1 074 64 101 1 239 1 262

Robert Bylin 1) Group Director MQSP SEK 1 271 365 51 1 687 1 445

Stefan Helmvall 1) Group Director Projects & Services Sverige Nord SEK 1 636 432 50 2 119 1 680

Magnus Falkman 1) Group Director Projects & Services Sverige Syd SEK 1 507 333 86 1 927 1 939

Magne Reierson 1) Group Director Projects & Services Norge NOK 1 243 63 34 1 340 1 260

Anders Lundmark 1) Group Director Infra SEK 1 008 215 93 1 316 1 278

Hans Vedde Group Director Solutions NOK 1 019 63 158 1 240 1 217

Rune Hoseth Group Director Environment NOK 1 041 63 94 1 198 1 176

Eiliv Elvebakk Group Director Products NOK 872 53 64 988 128 1) Remuneration is paid by a subsidiary in the group. Salaries, fees, etc.. in the table above include additional allowances and holiday pay beyond the monthly salary. Other benefits include insurance, company car and electronic communications. All figures are exclusive of employer contribution. No loans or guarantees have been granted to management. Loans to employees Participants in the group share-saving scheme for 2013 were offered the opportunity to finance their share purchases with loans of NOK 6,000, which are paid off over one year through monthly salary deductions. Otherwise, no loans or guarantees have been granted to employees.


The board’s declaration regarding determination of salary and other remuneration for management The Board of Goodtech ASA has set out guidelines for salary and other benefits for management employees in the company and group companies (‘Goodtech’ or ‘the Group’) for the coming financial year. This statement has been prepared in accordance with § 6-16a. This will be considered at the Annual General Meeting in 2014. See Sections 5-6, paragraph 3, of the Norwegian Public Companies Act. All companies in the Group must follow these guidelines as set out below. The objective is to coordinate salary policies and schemes for variable benefits across the Group. 1. Main principles for the company’s management salary policy Management salaries must be competitive without Goodtech being a salary leader – the company must be able to attract and retain talented managers. Salaries (total remuneration received) should usually lie around the average level of managerial salaries for comparable managers in similar companies in the country in which the manager is resident. Managerial salaries must be motivational – the salary must be put together in such a way that it motivates effort continually to improve the company’s results. The main element of the managerial salaries must be the fixed salary, but additional variable benefits may be awarded to motivate managers’ efforts on behalf of the company. Variable benefits must be reasonable in relation to the company’s profits for the year. In order for these variable benefits to work as an incentive, the criteria must be related to factors that the individual is able to influence. Goodtech wishes the salary system to be structured in such a way as to nurture a team spirit internally in the group and stimulate efforts that produce results outside the individual’s area of responsibility. Part of the overall remuneration may also be awarded in the form of shares in the company. The salary system must be flexible – so that it can be adapted when required. In order to be able to offer competitive salaries, Goodtech must have a flexible salary system that can be adapted to special circumstances. Goodtech should have salaries that are competitive in terms of being able to attract and retain executives in the various geographical areas where Goodtech operates, and the payroll system must be flexible and allow adaptation when required. The salary system must be understandable and acceptable both internally in Goodtech and externally. The salary system should not be disproportionately difficult to explain to the public and should not be disproportionately complex to manage. 2. Principles for determining salary levels The basis for determining salary levels must be the overall level of fixed salary and other benefits. This level must be competitive, but not lead the market. The fixed salary should usually form the main element of any manager’s salary. 3. Principles for benefits that can be given in addition to fixed salary Remuneration for management employees may be awarded in addition to the fixed salary: Benefits in kind Bonuses Share-based remuneration Pension schemes Pay after termination of employment Other remuneration Specific benefits are detailed below. Unless otherwise indicated below, no special conditions, frameworks or allocation criteria apply to the benefit concerned. Benefits in kind Benefits in kind will usually consist of car scheme, newspaper/magazine subscriptions and electronic communication. Allocation of benefits in kind must be related to function or in line with market practice. These benefits should not be significant in relation to salary. Bonuses A small number of sales bonuses and leadership bonuses of limited character are in place in some of the Group's subsidiaries. The Group is in the process of preparing an incentive or bonus programme for executive management. The programme will help drive the organisation towards achieving the Group's strategic objectives. Share-based remuneration The Group currently has no established bonus schemes or share-based incentive programmes in place for management. If the Group establishes a share-saving scheme for employees, management employees will be given the opportunity to participate on an equal footing. Over the last years, the group has had such a scheme in place where all employees in the Group have been offered the opportunity to purchase existing shares in Goodtech at a discount of 20% on the market price. The scheme was set up by the company purchasing its own shares in accordance with the authority from the general meeting. The Board is also able in the current and future financial years to set up share-saving schemes for employees, including the managing director and other management employees. The Board proposes that the general meeting give the Board authority to purchase own shares for this purpose.


Pension schemes Management employees are included in the Group’s pension and insurance schemes for all employees. This ensures that they receive a pension commensurate with their salary levels." Pay after termination of employment The CEO and Group Directors have an agreement on pay after termination of employment schemes that varies between 12 and 18 months. The mutual notice period for the CEO is six months. If Goodtech should terminate the employment, it is agreed that a package corresponding to up to 18 months’ salary will be provided. The CEO should usually have an agreement in place that allows the CEO to step down immediately, should this be in the interest of the company. The severance pay must therefore be sufficiently favourable for the CEO to accept an agreement on a reduced notice period. Agreements on pay after termination can be entered into for other managers to ensure that the composition of managers is always in the company’s interests. Such agreements will in accordance with the Norwegian Working Environment Act not be binding on any management employees except the CEO. Retirement schemes must be designed so that they are acceptable internally and externally. In addition to salary and other compensation in the notice period such schemes must not entail rights to retirement payments for more than 18 months. Other remuneration Other variable elements in the remuneration may be used or other special benefits allocated than set out above if this is deemed to be practical in order to attract and/or retain managers. No special limitations exist to the benefits that may be agreed. General The Board has established a Remuneration Committee which is a preparatory and advisory committee to the Board. The task of the Remuneration Committee is: Prepare cases for the Board's consideration and decision on the remuneration of, and other matters relating to, the company's senior executives. Prepare the Board's assessments and decisions regarding the Board's statement on salary and other remuneration to senior executives in accordance with Section 6 16a of the Norwegian Public Companies Act Propose guidelines for compensation and terms of employment for company management. Remuneration for the CEO is determined by the Chairman of the Board in consultation with the Board. Remuneration for other management is determined by the CEO in consultation with the Chairman of the Board. The company uses standard employment contracts and standard employment terms regarding notice periods and payment on termination of employment for the positions of CEO and Group Directors.

Note 29 Contingent liabilities Operational and project risk and uncertainty From time to time, the Group receives claims resulting from its ordinary operations. This may be warranty claims and claims for damages resulting from injury to persons or property arising from the use of its products and solutions. Management is not aware of any on-going issues that will result in significant liabilities for the Group. The Group's operations are based on long-term contracts and some of them are fixed-price turnkey contracts. Failure to meet delivery schedules or performance guarantees or increases in contract costs may result in costs that cannot be covered and that may be greater than the income from the project. Where a project is identified as loss-making, provisions to cover future losses are recognised in the accounts. The accounting treatment is based on available information and recommendations. Circumstances and information may change in subsequent periods, and the final outcome may be better or worse than the assessments made at the time of preparation of the accounts. Contingent liabilities Goodtech ASA and its subsidiaries may have on-going issues being considered by the local tax authorities in certain countries in which the Group operates. Goodtech ASA has, according to IFRS, treated such issues that have not been finally settled on the basis of information available at the time of preparation of the annual accounts. The Group currently has no significant on-going cases under review with the tax authorities. Bank and corporate guarantees The Group has provided SEB and other banking partners with guarantees in connection with the Group's cash pool arrangement and operating credit facilities. See Note 20 for further discussion of these guarantees. In partnership with its co-owner APQ EI AB, the Group's subsidiary, Goodtech Projects & Services AB, is jointly and severally liable for the liabilities of their joint venture, GAQ Contracting AB. The companies provide a joint and several guarantee to third parties to whom GAQ Contracting Ltd has obligations. See also Note 24 to the consolidated accounts


Note 30 Government grants In 2013, the Group was granted NOK 0.8 million in subsidies by the Research Council of Norway for a development project involving the development of technology for streamlining production of aluminium (NFR Heat Pipe). In 2012, the Group received NOK 5.4 million in grants from the Research Council of Norway. The development project was recognised in the accounts, cf. Note 11. In 2012, the Group has changed the method of presentation of grants from the Norwegian Research Council. The grant will be deducted from the calculation of the recognised value of the development project. Investment grants in 2011 were recognised in the income statement as deferred income. Grants received in 2012 have been incorporated as a reduction of Development Costs in Note 11, while the grant received in 2011 is shown as reduced development expenses 2012. In 2013, the Group received grants for research and development through the SkatteFUNN scheme of NOK 1.1 million. This amount is fully recognised as a reduction of capitalised costs associated with the project. In 2012, the Group received NOK 0.9 million in subsidies.

Note 31 Events after the balance sheet date No significant events affecting the accounts for 2013.


Income statement Goodtech ASA 1 January - 31 December (NOK 1,000) Note 2013 2012

Operating income

Revenues 2 19 746 17 313

Total operating income 19 746 17 313

Operating expenses

Salary expenses 3 22 865 18 060

Depreciation on fixed assets 7 1 365 770

Other operating expenses 3,4 15 018 10 746

Total operating expenses 39 247 29 577

Operating profit -19 501 -12 264

Financial income and expenses

Income from investments in subsidiaries 11 25 348 24 636

Financial income 5 3 270 3 946

Financial expenses 5 625 714

Net financial items 27 994 27 867

Pre-tax profit 8 493 15 603

Taxes 6 1 389 -13 272

Profit/loss for the year 7 103 28 875

Allocations

Allocation to/from retained earnings and additional paid-in capital -14 023 -19 866

Allocations for dividends 13 21 127 48 741

Total allocations 7 103 28 875


Balance Sheet as at 31 December

(NOK 1,000) Note 2013 2012

ASSETS

Fixed assets

Intangible assets

Intangible assets 78 -

Deferred tax assets 9 40 172 41 562

Total intangible assets 40 250 41 562

Fixed assets

Fixed assets 2 5 901 5 207

Total fixed assets 5 901 5 207

Financial assets

Investments in subsidiaries 4 480 864 480 864

Loans to Group companies 5 89 222 89 007

Total financial assets 570 086 569 871

Total fixed assets 616 237 616 640

Current assets

Accounts receivable 5 18 462 10 567

Other short-term receivables 5 40 297 42 990

Bank deposits and cash 6 22 409 34 553


TOTAL ASSETS 697 405 704 750


EQUITY AND LIABILITIES

Equity

Contributed equity

Share capital 12,13 65 058 65 058

Nominal own shares 13 - 52 - 70

Share premium fund 13 35 318 35 318

Other contributed equity 13 500 000 500 000

Total contributed equity 600 323 600 305

Retained earnings

Other equity 13 10 755 3 444

Total retained earnings 10 755 3 444

Total equity 611 079 603 749

Liabilities

Long-term liabilities

Liabilities to credit institutions 9 45 000 -

Group liabilities 10 4 000 -

Total long-term liabilities 49 000 -

Short-term liabilities

Liabilities to suppliers 2 002 1 675

Public taxes owed 1 102 1 107

Other short-term debt 9 34 222 49 479

Provision for dividend 13 21 127 48 741

Total short-term liabilities 58 454 101 001

Total liabilities 107 454 101 001

TOTAL EQUITY AND LIABILITIES 697 405 704 750

Oslo, 20 March 2014

Stig Grimsgaard Andersen Rolf Tannergård

Chairman of the Board Board Member

Karl-Erik Staubo Veroslav Sedlak

Board Member Board Member

Anne Ma Sødahl Wessel Åsa Otterlund


Håvard Kristiansen Gunnar Strand


Vidar Låte

CEO


Cash flow statement

(NOK 1,000) Note 2013 2012

Cash flow from operating activities

Annual profit 7 103 28 875

Adjusted for:

- Taxes 6 1 389 -13 272

- Depreciations 7 1 365 770

- Group contributions and dividends recorded as financial income 11 - 25 348 -24 636

Payment of dividend 11 9 002 6 822

Payment of interest on loans 3 082 816

Changes in working capital:

- Accounts receivable and other receivables -10 193 12 700

- Trade accounts payable and other short term liabilities 9 361 -315

Change in other accruals - 65 5 555

Net cash flow from operating activities -4 304 17 316

Cash flow from investment activities

Purchase of fixed assets 7 - 2 034 -1 144

Purchase of intangible assets 7 -102 -

Change in current receivables -1 000 -

Net cash flow from investment activities -3 136 -1 144

Cash flow from financial activities

Long-term debt 9, 10 49 000 -

Receipt of group contributions 13 206 12 032

Purchase/sale of own shares 130 198

Payment of dividend - 48 741 -25 980

Change in withdrawals group account - 18 300 31 588

Net cash flow from financial activities - 4 704 17 838

Net change in cash and cash equivalents - 12 144 34 010

Balance of cash and cash equivalents as at 01.01 34 553 543

Balance of cash and cash equivalents as at 31.12 22 409 34 553


Notes Goodtech ASA 2013

Note 1 Accounting principles The company’s accounts have been prepared in accordance with the Norwegian Accounting Act and good accounting practice in Norway. The main standards are described below. The use of estimates In the preparation of these accounts, the management has used estimates and prerequisites that have affected the profit and loss account and the valuation of assets and debt as well as unsecured assets and liabilities on the balance date in accordance with good accounting practice. Foreign currency Transactions in foreign currency are converted at the rate of exchange at the time of the transaction. Monetary items in foreign currency are converted to Norwegian kroner by using the rate of exchange on the balance date. Non-monetary items which are measured at historical exchange rates expressed in foreign currency are converted to Norwegian kroner by using the exchange rate at the time of transaction. Non-monetary items which are measured at fair value expressed in foreign currency are converted to the exchange rate determined at the time of the balance. Foreign currency fluctuations are recognised in the profit and loss account continuously over the accounting period. Criteria for recognition of income Income is recognised when it is earned, i.e. when the claim for payment arises. This takes place when the service is provided, as the work is carried out. Income is recognised by the value of the payment on the transaction date. Tax Tax costs are presented together with the ordinary pre-tax result. Tax costs consist of payable tax and changes to deferred tax. Deferred tax/tax advantages are calculated on all differences between accounting and tax value on assets and debt. Deferred tax is calculated as 28% on the basis of the temporary differentials that exist beteween accounting and tax values and tax deficits to be carried forward at the end of the financial year. Net deferred tax advantages is recognised to the extent that it is probable that it will be utilised. Payable tax and deferred tax are allocated in the profit and loss account to equity to the extent that the tax entries relate to equity transactions. Classification and valuation of balance sheet items Current assets and short-term debt include items which become due for payment within a year after the date of acquisition and items associated with the goods cycle. Other items are classified as fixed asset/long-term debt. Current assets are valued at the lower of acquisition cost and fair value. Short-term debt is recognised in the balance sheet at the nominal amount at the time it is taken out. Fixed assets are valued at acquisition price, but are written down to fair value if the decrease in value is not expected to be temporary. Long-term debt is recognised in the balance sheet at the nominal amount at the time of establishment. Fixed assets Fixed assets are recognised in the balance sheet at acquisition cost minus the accumulated ordinary depreciation and amortisation. Fixed assets are recognised and depreciated on a straight-line basis over the anticipated life of the asset. Direct maintenance of equipment is recognised continuously as an expense under operating expenses, while increased costs or improvements are added to the equipment’s price and amortised concurrently. If the recoverable value of the equipment is lower than the recognised value, depreciation is carried out to the recoverable amount. Recoverable amount means the highest of net sales price and value in use. Value in use is the current value of future cash flows that the asset is expected to generate. Subsidiaries/associated companies/companies under joint control Subsidiaries, associated companies and companies under joint control are assessed using the cost method in the company accounts. Investments have been assessed at their share acquisition price unless write-down has been necessary. Write-down to fair value has taken place when a decrease in value is due to factors that are not deemed to be temporary and when it is deemed necessary in accordance with good accounting practice. Write-down is reversed when the basis of the write-down no longer exists. Dividends, group and other distributions from subsidiaries are recognised in the same year as appropriated in the subsidiary's accounts. If the dividend/group contribution should exceed the percentage of earned income after acquisition, the excess represents repayment of invested capital, and the distribution is deducted from the investment value in the balance sheet. Trade debtors Trade debtors and other debts are recognised in the balance sheet at their nominal value after deductions for provision for expected loss. Provision for losses is made on the basis of individual assessment of each debt. In addition, an unspecified provision is made for the remaining trade debtors to cover assumed loss.


Cash and cash equivalents Cash and cash equivalents for the company comprise cash, separate company bank deposits and net overdraft balance on the group account. The difference between net balance on the company's overdraft and net balance in total on the group account is presented as an internal balance within the group. Short-term positions Short-term positions (shares and units as current assets) are valued at the lower of cost or fair value on the balance sheet date. Dividends and other distributions from the companies are recognised as other financial income. Leasing Rental agreements are assessed as financial or operational leasing based on an evaluation of the individual agreement. Equipment covered by rental agreements deemed to be financial leasing is recognised in the balance sheet and depreciated as ordinary business equipment. Payment of the rental liability is recognised as long-term debt. The liability is reduced by paid rent after deduction of calculated interest costs. Operational leasing agreements are recognised in the balance sheet only to the extent that advance payment has been made to the leaser. The rent is classified as operating expenses and is distributed on a straight-line basis over the rental period. Transactions with close associates Transactions between group companies take place subject to standard market terms. Cash flow statement The cash flow statement has been prepared using the indirect method. This means that the analysis is based on the unit's annual results in order to present cash flow from ordinary operations, investment activity and financing activity. Changes from previous years' accounts The preparation of financial statements in 2013 revealed a classification error in last year's balance sheet. This error has been corrected so that the comparative figures are correct in relation to the 2013 balance sheet. The reclassification applies to withdrawals from the group account that is netted against contributions to the group account.

Reclassification from 'other current liabilities' to 'cash balance' -NOK 10 101 094

Note 2 Segment information (NOK 1,000)

Geographical distribution of income 2013 2012

Norway 15 619 13 770

Sweden 2 505 2 013

Finland 1 622 1 529

Total 19 746 17 313


Note 3 Salary costs, number of employees, remuneration, loans to employees etc. (NOK 1,000)

Salary costs 2013 2012

Salaries *) 16 787 13 802

Employer contribution 2 549 1 692

Pensions costs 875 655

Other benefits 2 654 1 912

Total 22 865 18 060

*) Includes remuneration of the board of NOK 1.9 mill. in 2013 (NOK 1.8 mill. in 2012) As at 31.12.2013, the company had 21 employees and the average number of employees over the year was 20. For information on remuneration for the board and management employees please see note 28 to the consolidated accounts. Compulsory occupational pension - OTP The company has an agreement on a defined contribution pension, the Compulsory Occupational Pension (OTP). The scheme meets statutory requirements for compulsory occupational pensions. The scheme includes all employees. Pension premium paid is recognised continuously over the year.

Remuneration to auditor 2013 2012

Auditor's fee 229 410

Other certification services - 12

Tax consultancy - 137

Other non-audit services 101 122 VAT is not included in the auditor's fee.

Note 4 Other operating expenses (NOK 1,000)

Other operating expenses 2013 2012

Rent and operating expenses premises 1 036 1 173

Maintenance/service agreements 1 179 682

Travel expenses 1 144 1 064

Car expenses 343 233

Sales and marketing expenses 335 678

Foreign services etc. 8 535 4 293

Postage and telephone 403 370

Exchange, VPS costs etc. 1 026 1 196

Other operating expenses 1 017 1 057

Total operating expenses 15 018 10 746

Note 5 Financial income / financial costs (NOK 1,000)

Financial income 2013 2012

Interest income within the group 2 929 3 508

Other interest income - 438

Other financial income 341 -

Total 3 270 3 946

Financial costs 2013 2012

Other interest costs 468 315

Other financial costs 156 400

Total 625 714


Note 6 Tax (NOK 1,000)

Annual tax is distributed as follows 2013 2012

Tax payable - -

Change to deferred tax/deferred tax advantage 1 389 - 13 272

Total tax costs 1 389 - 13 272

Calculation of annual tax basis


Permanent differences -8 844 - 6 842

Change in temporary differences -531 - 1 090

Loss to carry forward 882 - 7 671

Annual tax basis 0 0

Summary of temporary differences

Current assets/short term liabilities -61 - 76

Fixed assets 787 272

Loss to carry forward -149 513 -148 631

Total -148 786 -148 435

Calculated deferred tax advantage -40 172 - 41 562

Deferred tax advantage recognised on balance sheet -40 172 - 41 562

Reconciliation of effective tax rate

28% tax on pre-tax profit 2 378 4 369

Permanent differences (28%) -2 476 - 1 916

Changes to deferred tax advantage not recognixed on balance sheet - - 15 725

Effect change in tax rate 1 488 -

Calculated tax costs 1 389 - 13 272

Effective tax rate (tax in relation to income before taxes) 16% -85% Permanent differences include dividends received from subsidiaries and non-deductible expenses. Deferred tax benefits mainly relate to tax losses. The Group has updated its assessment of the recognition of deferred tax benefits associated with the parent company's tax losses. Based on the positive developments in the Group and opportunities for tax planning in the form of Group contributions, the parent company has decided to capitalise the remaining portion of not previously recognised deferred tax benefits.

Note 7 Fixed assets and intangible assets

(NOK 1.000) Machinery and

equipment Intangible assets Total

Acquisition costs as at 01.01 7 588 - 7 588

Additions 2 034 102 2 136

Acquisition costs 31.12. 9 621 102 9 723

Accumulated depreciation 31.12. -3 719 -25 -3 744

Book value as at 31.12 5 901 78 5 979

Depreciation for the year 1 340 25 1 365 The company uses straight-line depreciation for all fixed assets and intangible assets. The useful life of machinery and equipment is calculated as 3-10 years and intangible assets 5 years. Significant leases Goodtech ASA leases offices on Per Krohgs vei 4 in Karihaugen. These offices are sublet by the subsidiary Goodtech Projects & Services AS. Rental costs for 2013 were NOK 1 million. Costs associated with rental cars were NOK 0.2 million in 2013. The rental agreement expires on 1 April 2014.


Note 8 Bank deposits

(NOK 1.000 ) 2013 2012

Bank deposits within group account 21 466 33 677

Bank deposits outside group account 943 876

Total bank deposits 22 408 34 553 NOK 0.8 million of company funds are bound up in owed tax. The corresponding amount as at 31.12 last year was NOK 0.7 million. See Note 17 to the group accounts for a description of the group accounts system. Note 9 Debt (NOK 1.000)

Long-term debt 2013 2012

Withdrawals long-term credit facility 45 000 -

Loans from group companies 4 000 -

Total long-term interest-bearing debt 49 000 - The Goodtech Group has a long-term credit facility amounting to SEK 81 million in SEB. The credit facility runs until 31.12.2015. Interest rate for this long-term credit facility is NIBOR +1.0% See also Note 20 in the Group’s accounts for information regarding the long-term credit facility

Other short term debt 2013 2012

Short term debt group 26 934 43 778

Holiday allowance owed 2 069 2 119

Accrued costs 4 781 1 777

Other short term debt 438 1 804

Total other short term debt 34 222 49 479 Note 10 Balance between companies within the group (NOK 1,000)

Receivables 2013 2012

Loans to group companies 89 222 89 007

Accounts receivables group 18 462 10 547

Other short term receivables group 38 834 42 431

Total 146 519 141 985

Liabilities

Loans from group companies 4 000 -

Liabilities to suppliers within the group 396 396

Other short-term debt group 26 934 35 369

Total 27 330 35 764 Loans to group companies consist of loans to Goodtech Industry Holding AS of NOK 84 million and loans to Goodtech Solutions AS of NOK 5 million. Loans from group companies are loans from Goodtech Environment Ab. The loans are due for payment 30 days after deman from the lender and are classified as long-term liabilities. Loans are based on market terms. Other balances between Group companies are mainly related to the purchase and sale of products and services as well as contribution requirements. These debts fall due for payment within one year. The Group's Norwegian and Swedish subsidiaries form part of the parent company's group account arrangement with SEB. As of 31.12.2013, the subsidiaries were NOK 25.5 million in credit on the group account as of 31.12.2012: NOK 43.7 million). This item has been classified as short-term Group debt and forms part of other short-term debt.


Note 11 Subsidiaries (NOK 1,000) Shares in subsidiaries owned by Goodtech ASA are shown below. Several of the subsidiaries in the table own shares in other subsidiaries. This is described in their respective annual accounts.

Company Ownership

voting share Registered

office Acquistion costAcc. write

downs *)

Value recognised on balance sheet

2013

Income form investment in

subsidiaries

Goodtech Intressenter AB 100 % Sweden 357 884 -74 577 283 307 -

Goodtech Environment AS 100 % Norway 9 661 -163 9 499 -

Goodtech Industry Holding AS *) 100 % Norway 123 501 -7 487 116 014 16 346

Goodtech Environment Ab 100 % Åland

(Finland) 21 822 -8 699 13 123 9 002

Goodtech Solutions AB 100 % Sweden 66 806 -7 885 58 921 -

Total 579 674 -98 810 480 864 25 348 Impairments in Goodtech Environment AS and Goodtech Industry Holding AS are related to previously received contributions which then exceeded earned income in the period of ownership, and were treated as repayment of invested capital. *) Income for the year on investments in subsidiaries consists of contributions from the subsidiaries Goodtech Projects & Services AS and Goodtech Products AS. These companies are 100% owned by Goodtech Industry Holding AS. Note 12 Share capital For information about share capital/shareholders in the company/own shares, please see Note 18 to the consolidated accounts. Note 13 Equity

(NOK 1.000 ) Share capital Own shares Premium fundOther contributed

equity Other equity Total

Equity as at 1.1 65 058 -70 35 318 500 000 3 444 603 749

Provisions for dividend - - - -10 372 -10 755 -21 127

Change in own shares - 18 - - 88 106

Annual profits - - - - 7 103 7 103

Other changes - - - - 120 120

Equity as at 31.12 65 058 -52 35 318 489 628 0 589 952 A dividend of NOK 0.65 per share for the financial year 2013 is proposed, totalling NOK 21.1 million Note 14 Charges and guarantees The group's Norwegian and Swedish subsidiaries participate in the parent company's credit facility with SEB. The group's deposits in the operating credit facility for the group account is NOK 21.5 million as of 31.12.2013. Subsidiaries' balances with the parent company under this arrangement are shown in Note 10. For further information about the group's loans and credit facilities, please see Note 20 to the consolidated accounts. Goodtech ASA has bank guarantees in place that are also used by its subsidiaries. Total credit facilities are NOK 356.1 million where NOK 252.3 million have been withdrawn as of 31. December 2013. Goodtech ASA additionally makes available other guarantees on behalf of its subsidiaries to customers and suppliers as part of standard operations. As of 31.12.2013, parent company guarantees constitute NOK 0.8 million. Goodtech ASA has provided Nordea Bank Finland Abp with guarantees for loans to Goodtech Environment Ab of EUR 0.9 million and Westra Wermlands Sparebank with guarantees of up to SEK 2 million for loans to Goodtech Solutions Manufactoring AB. For mortgages and guarantees, see Note 17 to the consolidated accounts.


Note 15 Financial market risk The company does not use financial instruments for the management of financial risk. Interest rate risk Interest rate risk arises in the short and medium term as a result of the company’s debt being at a variable rate. Currency risk The company is at low risk from developments in currency exchange rates. Loans to companies within the group are mainly in Norwegian kroner. Note 16 Close associates The purchase and sale of goods and services between group companies and close associates are all on market terms. Loans between group companies are based on market terms. No payment has been paid to close associates outside the group companies and employees in 2013. See Notes 27 and 28 to the consolidated accounts for a detailed summary of transactions with close associates.


Declaration from the Board and CEO

The Board and CEO have today reviewed and approved the Annual Report and Annual Accounts for Goodtech ASA, the Group and the parent company, as at 31 December 2013. The Consolidated Annual Accounts have been produced in accordance with the EU approved IFRSs and related interpretation statements and the Norwegian information requirements contained in the Norwegian Accounting Act and which must be used as at 31.12.2013. The Annual Accounts for the parent company have been produced in accordance with the Norwegian Accounting Act and Norwegian accounting practice as at 31.12.2013. The Annual Report for the Group and parent company comply with the Norwegian Accounting Act and Norwegian accounting practice no. 16 as at 31.12.2013. To the best of our conviction: - these Annual Accounts for 2013 for the parent company and the Group meet all current accounting standards - the information contained in the accounts provides a true picture of the Group’s assets, debt and financial

position and results as a whole as at 31 December 2013 - the Annual Report for the Group and parent company provides a true summary of

o the developments, results and position of the Group and parent company o the most important risk and uncertainty factors facing the Group and Company.

Oslo, 20 March 2014 Stig Grimsgaard Andersen Rolf Tannergård Karl-Erik Staubo Chairman of the Board Board Member Board Member

Veroslav Sedlak Anne M. Sødahl Wessel Åsa Otterlund Board Member Board Member Board Member Håvard Kristiansen Gunnar Strand Vidar Låte Board Member Board Member CEO

PricewaterhouseCoopers AS, Postboks 748 Sentrum, NO-0106 Oslo

T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap

To the Annual Shareholders' Meeting of Goodtech ASA

Independent auditor’s report

Report on the Financial Statements

We have audited the accompanying financial statements of Goodtech ASA, which comprise the financial statements of the parent company and the financial statements of the group. The financial statements of the parent company comprise the balance sheet as at 31 December 2013, and the income statement and cash flow statement, for the year then ended, and a summary of significant accounting policies and other explanatory information. The financial statements of the group comprise the balance sheet at 31 December 2013, income statement, statement of comprehensive income, changes in equity and cash flow for the year then ended, and a summary of significant accounting policies and other explanatory information.

The Board of Directors and the Group CEO’s Responsibility for the Financial Statements

The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of the financial statements of the parent company in accordance with Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for the preparation and fair presentation of the financial statements of the group in accordance with International Financial Reporting Standards as adopted by EU and for such internal control as the Board of Directors and the Group CEO determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independent auditor's report - 2013 - Goodtech ASA, page 2

(2)

Opinion on the financial statements of the parent company

In our opinion, the financial statements of the parent company are prepared in accordance with the law and regulations and present fairly, in all material respects, the financial position for Goodtech ASA as at 31 December 2013, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.

Opinion on the financial statements of the group

In our opinion, the financial statements of the group present fairly, in all material respects, the financial position of the group Goodtech ASA as at 31 December 2013, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by EU.

Report on Other Legal and Regulatory Requirements

Opinion on the Board of Directors' report

Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors report concerning the financial statements, the going concern assumption and the proposal for the allocation of the profit is consistent with the financial statements and complies with the law and regulations.

Opinion on Registration and Documentation

Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements ISAE 3000 “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”, it is our opinion that management has fulfilled its duty to produce a proper and clearly set out registration and documentation of the company’s accounting information in accordance with the law and bookkeeping standards and practices generally accepted in Norway.

Oslo, 20 March 2014 PricewaterhouseCoopers AS Bjørn Leiknes State Authorised Public Accountant (Norway) Note: This translation from Norwegian has been prepared for information purposes only.

Documents

Annual Report Goodtech ASA 2013aarsrapport2013.goodtech.no/resources/files/Annual...Goodtech celebrated its 100th anniversary in 2013 which was an exciting and constructive anniversary