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ANNUAL REPORT 2015

2 DATA RESPONS ASA | ANNUAL REPORT 2015

Data Respons is a FULL SERVICE, independent technology company and a LEADING PLAYERin the embedded solutions and IoT market.

3DATA RESPONS ASA | ANNUAL REPORT 2015

CONTENTS

04 BOARD OF DIRECTORS’ REPORT09 The Board of Directors

12 INVESTOR INFORMATION 14 Key figures

18 FINANCIAL STATEMENTS AND NOTES19 Income statement19 Statement of comprehensive income20 Statement of financial position22 Statement on changes in equity24 Statement of cash flows25 Notes49 Auditor’s report

ESTABLISHED: 1986

VISION: A smarter solution starts from inside OFFFICES: Denmark (1), Germany (2), Norway (6), Sweden (3) & Taiwan (1)

BUSINESS FORM: Public limited company, listed on the Oslo Stock Exchange (ticker: DAT)

CERTIFICATIONS: ISO9001:2008, ISO 14001:2004 AND OHSAS 18001:2007

NUMBER OF EMPLOYEES: 404


05

1015202530354045

20122010 20132011 2014

3.3

13.4

35.4

50.4

57.6EBITDA (NOK million)

REVENUE (NOK million)

ORDER INTAKE (NOK million)

0

200

400

600

800

1000

2013 2014 2015

963.6

800.8849.2

statement on the annualfinancial statementsIn accordance with the Norwegian Account-ing Act § 3.3a the board confirms that the company fulfils the requirements necessary to operate as a going concern, and the 2015 financial statements have been prepared on the basis of this assumption.

Data Respons ASA is a publicly listed com-pany and prepared the consolidated financial statements for the Data Respons group for the financial year 2015 in accordance with IFRS (International Financial Reporting Standards) as adopted by the European Union.

income statementThe report includes comparisons with figures for the same period in 2014 (in parenthesis).

Operating revenue for 2015 was NOK 964 million (849), a growth of 13 %. EBITDA was NOK 58.5 million (57.6). EBIT was NOK 54.7 million (54.5). The order intake for 2015 totalled NOK 941 million (935), a growth of 1 %. The order backlog ended on NOK 690 million (713). Data Respons had a cash flow from operating activities of NOK 49.4 million (51.4). Data Respons achieved revenue growth of 13 % in 2015 due to good performance in both business segments. The company eperienced strong momentum from major customers

in sectors such as Telecom, Transportation, Medical and Industry/Automation, contrib-uting to a record high revenue for the com-pany for the period.

The operations in Sweden and Germany con-tinued the strong growth in 2015, while the Norwegian region was declining. Sweden strengthened its position as the largest geo-graphical region in the company with 48 % of total revenue. The positive development in Germany is backed by a 10-year presence in the German market and an increasing blue-chip customer base.

Profitability was impacted by the weak devel-opment in the oil and gas industry and associ-ated sectors. Within Services, the worsened conditions led to lower activity in the Nor-wegian business unit and some stopped pro-jects. In Products & Solutions there has been a change in the customer mix towards new customers in other sectors and geographical markets, resulting in a higher ratio of new business with a lower margin initially.

Data Respons’ order intake was NOK 941 mil-lion in 2015 due to several contracts with key customers in Automotive, Telecom, Maritime, Medical and Industry. The company’s order backlog ended at NOK 690 million.

Data Respons is well-positioned as a leading full-service embedded and IoT technology

CHAPTER 1: BOARD OF DIRECTORS’ REPORT

0

10

20

30

40

50

60

2013 2014 2015

58.5

50.4

57.6

0

200

400

600

800

1000

2013 2014

819

935 941

2015

BOARD OF DIRECTORS’ REPORT


company, and the positive development in the company’s strategic markets has contin-ued throughout 2015. Revenue growth in the international operations has improved profit for the year. Strong cash flow from op-erations has contributed to a solid financial position at December 31, 2015.

balance sheet, liquidity & cash flowThe company’s book value of total assets at the end of the fourth quarter was NOK 514 million. The company’s equity was NOK 306 million, which gives an equity ratio of 59 %.

Current assets amounted to NOK 305 million and current liabilities were NOK 202 million. At December 31, 2015, the non-current as-sets amounted to NOK 209 million, of which deferred tax assets of NOK 11 million and other intangible assets including goodwill was NOK 188 million.

The consolidated cash flow from operations in 2015 was NOK 49.4 million (51.4). The cash balance on December 31, 2015 was NOK 39.0 million, of which NOK 4.8 million was restricted. Data Respons had no interest bearing debt and considers the debt ratio to be appropriate for the group. Data Respons has unused credit facilities of NOK 80 million and further information on the credit facili-ties can be found in Note 17.

The Board of Directors propose to distribute a dividend of NOK 1.00 per share for 2015. Following the resolution by the annual general meeting on Thursday April 14 the DAT share will be traded ex-dividend on April 15, 2016.

financial riskThe group’s activities expose it to a variety of financial risks, such as price, interest rates, cur-rency, credit and liquidity. Overall these risks are regarded as low. Management of financial risk is performed by the group’s central finance department under the guidelines set out by the Board of Directors. The main principle is to minimise exposure to financial risk, and the group holds no financial assets or liabilities for speculative purposes. For further details on fi-nancial risk management, see Note 19.

operationsData Respons is a leading embedded solutions provider for the industrial market in Europe. Embedded solutions can be described as the brains of a machine, system or industrial end product. Data Respons supplies embedded solutions to leading OEM companies, system

integrators and vertical product suppliers in a range of vertical markets such as Telecom, Medical, Transportation, Defence, Oil Services, Maritime and Automation.

Data Respons ASA is listed on the Oslo Stock Exchange (Ticker: DAT), and is part of the in-formation technology index. The company has offices in Norway, Sweden, Denmark, Germany and Taiwan.

business segments

products and solutionsOperating revenue for 2015 was NOK 559 million (480), a growth of 17 %. EBITDA be-fore group cost was NOK 37.2 million (36.9). The order intake for 2015 totalled NOK 538 million (531). The order backlog ended on NOK 546 million (567).

The company experienced good growth in Products & Solutions in 2015. The interna-tional operations showed high growth rates and an increasing customer base, while the Norwegian operation declined in revenue due to lower activity in the oil and gas industry and associated sectors. The change in customer mix towards customers in Sweden, Germany and other export sectors in Norway more than off-sets decreasing volumes and secures growth. However, profitability was impacted by a high-er ratio of new business with a lower margin initially. The order intake in 2015 was in line with last year. Major orders came from key cus-tomers in Telecom, Transportation, Medical, Industry and Automation. The order backlog in Product & Solutions at the end of the year was solid with NOK 546 million.

In order to meet the continued demand for increased performance and more functional-ity, many of our customers focus on strate-gic partnerships. Our customers can achieve lower costs of ownership, increased efficiency and shorter time-to-market by using the Data Respons model. Data Respons is positioned as the leading channel for embedded computer solutions and IoT products in the Nordic re-gion. The company has a strong and increasing base of recurring solution customers and has a solid order backlog. Solution deliveries secure long-term and strategically important customer relationships and provide a significant potential for future growth. The long-term profitability is expected to improve based on a cost-effective and focused business model. This includes strategic relationships with customers in main markets, a stronger coordination of the Nordic

Data Respons achieved a growth of 13 % and improved profits in 2015.


KEY FIGURES

NOK million 2015 2014Operating revenue 963.6 849.2EBITDA 58.5 57.6Order backlog 690 723Order intake 941 935Employees 404 369

DIVIDEND

0.0

0.2

0.4

0.6

0.8

1.0

2013 2014 2015

NOK 1.00 NOK 1.00 NOK 1.00

NUMBER OF EMPLOYEES

0

100

200

300

400

500

2013 2014 2015

394 369404

REVENUE BY COUNTRY

REVENUE BY INDUSTRY

14%18%

11%

0.0000000.5882351.1764711.7647062.3529412.9411763.5294124.1176474.7058825.2941185.8823536.4705887.0588247.6470598.2352948.8235299.41176510.000000

TRANSPORTATION 19 %

INDUSTRY/AUTOMATION 16 %

TELECOM 14 %

MARITIME 12 %

OTHER 13 %

DEFENCE 10 %

MEDICAL 8 %

OIL SERVICES 8 %

36%

5%

48%

11%

Denmark

Sweden

Germany

Norway


The Board of Directors propose to distribute a DIVIDEND OF NOK 1.00 per share for 2015.

operation centres and the transferral of tasks to our Asian organisation and global partners.

servicesOperating revenue for 2015 was NOK 407 million (370), a growth of 10 %. EBITDA be-fore group cost was NOK 30.9 million (30.9). The order intake for 2015 totalled NOK 403 million (405). The order backlog ended on NOK 144 million (146).

The company experienced growth in services during the year, due to an increasing custom-er base and good market conditions in Swe-den. The Norwegian part of the services unit was impacted by lower activity in the Oil and Gas and related sectors.

Data Respons continues to leverage on its leading position in offering customers access to highly skilled specialists with a broad range of expertise from future oriented technolo-gies areas like automation, IoT, digitalisation and different embedded solution disciplines. A strong competence platform is strategically important in order to develop new recurring solution customers and to stand out as a com-plete solutions provider in the market.

market developmentData Respons has a solid customer base with-in several industry sectors. Our geographical footprint and 30 years of experience have giv-en the company relevant vertical competence within these markets.

Data Respons has a strong and balanced cus-tomer list, which includes world-leading com-panies such as ABB, Ericsson, TDC, Kongsberg Group, Hydro, Saab, Tomra, Cisco, Thales, Ray-theon, FMC Technologies, Bombardier, Volvo, Scania, Siemens, Schlumberger, Statoil, Nation-al Oilwell Varco, Rolls Royce, Maquet, Laerdal Medical and Hexagon. The number of blue-chip customers is increasing and the company ex-pects this trend to continue going forward.

We continue to see opportunities in most of our key markets such as Telecom, Medical, Transportation and Industry/Automation. The sharp decline in the oil price has affected the demand from customers within oil services and offshore. This market accounted for 8 % of the company’s revenue in in 2015 (down from 14 % of the company revenue in 2014). In the longer term the company sees the cost focus in the oil sector as a growth opportunity as Data Respons offers expertise on standard-ised computer solutions and a cost effective global value chain. Based on feedback from our customers and partners, the company expects a growing market for IoT devices,

automation and robotics, advanced commu-nication solutions, connected and integrated systems and the use of consumer-based tech-nologies (mobility, digitalisation). In addition, there is a growing demand for cost effective and robust solutions for demanding environ-mental conditions, areas in which Data Re-spons has strong competence and experience.

geographic regionsData Respons is located in Norway, Sweden, Denmark, Germany and Taiwan. Our business model is based on close cooperation with our customers and understanding their business needs. To facilitate close cooperation, Data Re-spons believes in having regional offices, with skilled engineering staff, in important industrial clusters to build strategic and long-term rela-tionships with our key customers.

Sweden was the largest market area in 2015 and accounts for 48 % of the annual revenue. Sweden experienced a continued strong devel-opment in revenue and profitability in 2015. The Swedish company has built a strong posi-tion in several vertical markets such as Trans-portation, Telecom, Defence, Industry and Automation gaining the ability to win new IoT and embedded solution contracts with large customers. The company’s services segment has frame agreements with more than 25 large industrial companies.

Norway is an important market area with 36 % of the group’s revenue, attributable to a strong market position in sectors such as Maritime, Industry and Automation, Telecom, Medical and Defence.

Data Respons in Germany continued the strong growth rate in 2015 and represents 11 % of the company’s revenue. Germany is the larg-est market in the embedded IT industry in Eu-rope, estimated to 35 % of the total market.

The Danish operations have had a positive de-velopment this year and represents 5 % of the company revenue.

In our Asian organisation, there has been high activity levels as an increasing number of solu-tion deliveries and projects are carried out in cooperation with our Asian partners.

organisation and work forceAt the end of 2015, the group had 404 em-ployees working at 13 offices in Norway (138), Sweden (187), Denmark (10), Germany (55) and Taiwan (14). The average number of em-ployees at the parent company was 5. The av-erage number of employees in the group was 390, and there were 67 female employees in


Services

Products &Solutions

EMPLOYEES BY SEGMENT

37%

63%

REVENUE BY REPORTING SEGMENT

NOK million 2015 2014

Products & solutions 559.3 497.6

Services 406.8 370.3

Eliminations -2.6 -0.7

Group 963.6 849.2

EMPLOYEES BY COUNTRY

2%

34%

46%

14%

3%

Denmark

Norway

Sweden

Germany

Taiwan

REVENUE BY SEGMENT

58%42%Services

Products &Solutions

BACKLOG BY SEGMENT

79%

21%

Services

Products &Solutions

Services

Products &Solutions


the group at the end of the year, of which 11 in top or middle management. In Data Respons, the practice is equal pay for work of equal value regardless of gender. Salary and terms of employment for comparable positions are the same for women and men. Recruitment, pro-motion and development of the staff are based on merit and equal opportunity regardless of ethnicity, colour, religion, gender, age, national origin, sexual orientation, marital status and disability. Discrimination, bullying or harass-ment is not accepted at Data Respons. Em-ployees are asked to report incidents of such behaviour to their immediate supervisor or the employee representative.

corporate governanceData Respons’ organisation is structured and managed in accordance with the Norwegian Code of Practice for Corporate Governance. The Board of Directors states that Data Re-spons has been in compliance with the code throughout 2015. The Board of Directors’ re-port on corporate governance is available at the company’s website: www.datarespons.com/investors

objectivesThe objectives of the company are to provide products and services and own and manage stocks and shares within IT-related activities, and other activities naturally connected to this.

nomination committeeData Respons has incorporated in the articles of associated that the company should have a Nomination Committee. The Nomination Committee is elected by the annual general meeting. The Committee makes proposals to the general meeting regarding the election of shareholder-elected members to the Board and propose remuneration of the Board of Directors.

The annual general meeting decides the remu-neration of the Nomination Committee. The members of the Nomination Committee should be selected to take into account the interests of shareholders in general and the majority of the committee should be independent of the board of directors and senior management. The com-mittee is comprised of three members, none of which are Board members or employees at Data Respons. The committee involves share-holders, Board members and the CEO in pro-posing candidates to the Board of Directors. Shareholders can propose candidates through the company website.

The Nomination Committee proposes the remuneration of the directors for the com-ing year to the general meeting. Proposals from the Nomination Committee are justi-fied, and the proposals from the Nomination Committee are made available on the com-pany’s website along with the invitation to the AGM. The current members of the Nomina-tion Committee are Haakon Sæter, Andreas B. Lorentzen and Bård Brath Ingerø. In ad-dition, the company has an Election Board for the election of employee representatives to the board, and consists of three mem-bers which are employed at Data Respons.

board of directorsThe Board of Directors is comprised in a way that it can maintain the interest of the major-ity of the company’s shareholders. Each Board member is presented on our website: www.datarespons.com/investors, including information about age, skills and experience and share ownership in Data Respons.

The composition of the Board of Directors complies with the requirement that the Board be independent from the company manage-ment, and independent from major business associates of the company. Management is not represented on the Board of Directors. At least two of the members of the board elected by shareholders are independent of the com-pany’s main shareholders.

The Chairman of the Board of Directors and other Board members are elected by the com-pany’s shareholders in the general meeting. Board members are normally elected for a term of one year until the next annual general meet-ing. Board members are encouraged to own shares in the company. Page 9 of the annual report provides a detailed description of the in-dividual members’ backgrounds, qualifications and shareholdings. The work of the Board is governed by detailed rules of procedure. The Board has an annual programme of work in-cluding specific topics and fixed items such as the approval of the annual financial statements, interim financial statements and budgets.

The Board is also responsible for overall strat-egy and for setting long-term goals, as well as important decisions about acquisitions, establishment of new operations and major investments. The Board of Directors evaluates its performance and competence annually. A Board member shall not participate in the dis-cussions or decisions of any matters that are of particular personal or financial interest to them or to any related party.

The Board has appointed an Audit Commit-tee which provides assistance to the Board in fulfilling their responsibility to the sharehold-ers, potential shareholders, and investment community relating to corporate accounting, reporting practices of the company, and the quality and integrity of the financial reports of the Company. As part of this process, the ex-ternal auditors participate in several meetings of the Audit Committee. In carrying out its responsibilities, the Audit Committee should ensure that the corporate accounting and re-porting practices of the company are in ac-cordance with all legal requirements and are of the highest quality. The audit committee consists of three Board members.

The Board also appoints a compensation com-mittee consisting of two Board members. The Board’s Compensation Committee is a sub-committee of the Board of Directors of Data Respons ASA and is independent of manage-ment. Its role is to prepare for the Board’s dis-cussions of questions involving compensation. The Compensation Committee is responsible only to the full corporate Board and its au-thority is limited to making recommendations

to the Board. In 2015 there were 6 directors on the board, 4 of whom were elected by the general meeting and 2 of whom were elected by the employees. In 2015 the board held a total of 10 meetings. In 2015 there were 3 men and 3 women on the board.

internal controlThe Board of Directors oversees the quality of Data Respons’ risk management and that the internal control functions are aligned with our business objectives and sufficiently takes into consideration the scope and nature of the company’s operations. The Board of Directors evaluates, at least annually, the company’s most significant risks and the related internal control measures in place.

The Board of Directors oversees and evaluates the company’s internal control and risk manage-ment functions related to financial reporting. The management is responsible for establishing and maintaining adequate internal control of financial reporting. The objective of the internal control of financial reporting is to provide reasonable assur-ance regarding the reliability of financial reporting and the preparation of Data Respons’ financial statements for external reporting purposes in accordance with International Financial Report-ing Standards. The Board of Directors evaluates the effectiveness of internal control of financial reporting annually.

As part of the audit of the financial statements, the external auditor reports on the effectiveness of internal controls related to financial reporting to the Audit Committee and the Board of Direc-tors at least once every year.

corporate social responsibilityThe group aspires to be a responsible cor-poration in terms of labour standards, hu-man rights and environmental protection. The company has implemented corporate social responsibility policies, which are pub-licly available on the company website: www.datarespons.com/us/drcsr/

The CSR policies are in accordance with UN Global Compact Principles and cover govern-ance and integrity management, anti-cor-ruption policies, environmental protection, human rights and labour standards. CSR is an important focus for Data Respons, and several aspects of our CSR policy have been strengthened both in internal operations and through the company’s interactions with ex-ternal stakeholders.

Among our internal initiatives, CSR policies and procedures are integrated into the inter-nal audit procedures, CSR training has been made mandatory for new employees and the level of knowledge concerning company CSR policies has been implemented as a standard in the annual employee survey.

Furthermore, a whistleblower regime that secures a potential whistleblower’s complete anonymity has been implemented and made available for all employees. We have also in-cluded questions on awareness of CSR policy and whistleblower systems in our internal



audit procedures. Initial results have shown a strong awareness across the company.

In 2015, Data Respons implemented an annual internal CSR survey mandatory for all Data Re-spons employees. The survey tests employees’ knowledge on the corporate CSR guidelines, and aims to increase CSR awareness across the company. Further planned internal initiatives includes adding CSR risk analysis to the Man-agement review meetings, covering both seg-ment and group top management levels. For 2016 we are also starting a new procedure for product recycling design in order to minimise product life cycle environmental impact.

For external stakeholders, Data Respons has taken a clear position to cooperate with cus-tomers and give sincere answers to surveys and requests regarding CSR, Green Compli-ance and Conflict Minerals. With regards to suppliers, we have included UN Global Com-pact 10 principles in contracts with our major partners. The Global Compact principles cover areas such as human rights, labour rights, the environment and anti-corruption. In 2013 we reached agreements with our major partners to get full support on tracking conflict minerals, a process that has been fully implemented dur-ing 2014. We have also in 2014 implemented a combined ISO 14001 and CSR audit at our major partners, which will be followed up by new audits in 2016. We have also expanded our contractual requirements with our key suppliers to include Green Compliance stand-ards such as RoHS2 (restriction of hazardous substances in electronic material) and REACH (registration, evaluation, authorisation and re-striction of chemicals).

Specific environmental goals for the group were implemented in 2014, and the goals are revised annually. When defining our goals, an important objective for us was to define how we can contribute to the national environmen-tal goals of Norway. Our best way to contrib-ute has been considered to be a reduction in emissions from transportation activities. By reducing the percentage of air freight and in-creasing freight by boat or train, we can achieve a significant reduction in emissions. A goal has been set for 2016 to have a minimum of 50 % of our goods originating from Taiwan to be sent by either boat or train, measured by kilograms transported. This is a highly ambitious goal for 2016, considering a percentage of shipment by boat or train at approximately 30 % in 2015. Environmental goals also include delivery of

either R&D projects or products to a set num-ber of customers within Green technology. The goal of 10 customers for 2015 was reached, and targets have been increased for 2016. Fur-ther environmental goals for the group include development of energy efficient products, de-creasing CO2 emissions from personal travel and green purchasing.

We believe that measures undertaken through-out the year has significantly raised the aware-ness and knowledge of CSR policies within the firm, as well as contributed to our major partners taking important steps in securing a responsible complete value chain. We are con-tinuously striving for a closer integration of CSR policies into our strategy, day-to-day opera-tions and in contact with stakeholders. Going forward, we expect improvements and have several actions planned for the immediate fu-ture. Among other initiatives, we will increase our scope to cooperate with all suppliers by in-cluding questions on CSR policies and actions in our supplier surveys.

In 2016 we will also initiate environmental discusions with our customers to investigate how we can reduce the environmental foot-print from our deliveries to the end customers, specifically how we can cooperate on reducing emissions from transportation. We will con-tinue to place demands on our suppliers and monitor their progress, and we are certain that our actions and demands will ensure a contin-ued responsible value chain in the future.

safety, health & environment (she)Data Respons is not regulated by environmen-tal licences or injunctions. The company does not carry out any activities with a significant negative impact on the external environment. Average sick leave over the course of the year was 1.5 %, and none of the group’s subsidiaries recorded work related accidents that resulted in serious personal injury or property damage. The working environment is regarded as good, and improvement measures are implemented continuously. Employees and management have a constructive collaboration, which has a positive impact on our operations.

allocation of the result for the yearData Respons ASA achieved a profit before tax of NOK 25.4 million (34.3) in 2015. Profit for the year was NOK 17.8 million (28.8) and total comprehensive income was NOK 17.8 million (28.8). The Board of Directors propose

to distribute a dividend of NOK 1.00 per share for 2015, in total NOK 48.9 million. Following the resolution by the Annual General Meeting on Thursday April 14, 2016 the DAT share will be traded ex-dividend on April 15, 2016. Taking the proposed dividend into consideration, NOK 31.2 million will be transferred from other eq-uity. Before distribution of dividends, the parent company had equity of NOK 265.9 million at December 31, 2015. The equity in the com-pany accounts for 83 % of total assets and is considered adequate based on the extent and risk of the company’s operations.

outlookThe company believes that the long-term out-look for specialist consulting services, embed-ded solutions and IoT market is positive. The need for more intelligent and cost effective products, more mobility, increased automa-tion/robotising and the digitising of the society are driving forces in all our markets.

Data Respons is well positioned as a full-ser-vice, independent technology company and a leading player in the Nordic region and Germa-ny. The company has customers in a wide range of vertical industries and a balanced portfolio of blue-chip customers. Although the market conditions are mixed, we continue to see op-portunities in several of our key markets.

Profitable growth, positive operational cash flow and a strengthened position in key mar-kets are Data Respons’ main focus areas. Based on the current demand from our customers, a focused organisation and a strong order back-log, the company expects growth, increased profitability and positive cash flow from opera-tions going forward.

declaration on the financial statementsWe confirm that the financial statements for the year 2015, to the best of our knowledge, have been prepared in accordance with Inter-national Financial Reporting Standards (IFRS), gives a true and fair view of the company’s and group’s consolidated assets, liabilities, financial position and results of operations, and that the annual report includes a fair review of the development, results and position of the com-pany and group, together with a description of the most central risks and uncertainty factors facing the companies.


THE BOARD OF DIRECTORS OF DATA RESPONS ASAHøvik, March 17, 2016

Kenneth RagnvaldsenCEO

Åsa Grübb-WeinbergEMPLOYEE REPRESENTATIVE

Ole Jørgen FredriksenCHAIRMAN OF THE BOARD

Narve ReitenMEMBER OF THE BOARD

Ulla-Britt Fräjdin HellqvistMEMBER OF THE BOARD

Jarl GuntveitEMPLOYEE REPRESENTATIVE

Janne T. MorstølMEMBER OF THE BOARD


OLE JØRGEN FREDRIKSEN CHAIRMAN OF THE BOARD

Number of shares/options: 225 544/0

Fredriksen (born 1950) was elected Chair- man of the Board in April 2009. Fredriksen has a Bachelor degree from the Norwegian School of Economics & Business Admin-istration (NHH), and has held various key management positions within the comput-er industry. He is an independent advisor with broad experience from 10 different Board positions in stock listed companies. Fredriksen was co-founder, CEO and Pres-ident of ASK ASA for 15 years.

JANNE T. MORSTØL MEMBER OF THE BOARD

Number of shares/options: 0/0

Morstøl (born (1968) was elected to the board in April 2015. She is the CSO at Nevion, a company providing products and solutions for media transport and has held several corporate management posi-tions in the company. Morstøl was previ-ously a co-founder and COO at T-VIPS. Morstøl holds a MSc. in Electronics from the Norwegian University of Science and Technology and holds an MBA from the Norwegian School of Economics and Busi-ness Administration (NHH).

NARVE REITENMEMBER OF THE BOARD

Number of shares/options: 0/0

Reiten (born 1961), was elected to the board in April 2015. Reiten founded Re-iten & Co in 1992 and established the firm’s private equity investment activities in 1996. He has extensive investing and operational experience in the Nordic mar-ket. Reiten holds a Master of Business and Economics degree from the Norwegian School of Management and is a Certified Financial Analyst (CFA) from the Nor-wegian School of Economics and Busi-ness Administration. Reiten holds various board positions related to Reiten & Co’s private equity investments.

JARL GUNTVEIT EMPLOYEE REPRESENTATIVE


Guntveit (born 1966) was elected as an employee representative in May 2012. He holds a Bachelor of Engineering in Computer Science from Gjøvik Univer-sity College. He has 20 years experience from various technology-based compa-nies and as entrepreneur. Guntveit has worked in Data Respons since 2006 and is currently OEM Solution Manager at the Høvik office.

ÅSA GRÜBB-WEINBERG EMPLOYEE REPRESENTATIVE


Grübb-Weinberg (born 1955) was elected as an employee representative in April 2010. She holds a degree in social stud-ies from Stockholm University and has broad experience from various technol-ogy-based companies. Grübb-Weinberg has worked in Data Respons since 2006 and is currently Account Manager at the Stockholm office.

ULLA-BRITT FRÄJDIN-HELLQVIST MEMBER OF THE BOARD


Fräjdin-Hellqvist (born 1954) was elected to the Board in November 2011. She holds a MSc in Engineering Physics from Chalmers and has held leading positions at Volvo Cars and the Swedish Confederation of Enterprise She has extensive board experience and is currenly Chairman of the Board at Kongsberg Automotive and Vindora Holding, board member at several public, private and state owned companies. Fräjdin-Hellqvist works as an independent contractor and partner.

CHAPTER 1: BOARD OF DIRECTORS’ REPORTThe Board of Directors


Servicing a diverse range of customers require in-depth industry knowledge and an understanding of the conditions and markets our customers deal with.

INDUSTRYKNOWLEDGE


KNOWLEDGE


Data Respons ASA is listed on the Oslo Stock Exchange (Ticker: DAT), and is included in the information technology index. The company has offices in Denmark, Germany, Norway, Sweden and Taiwan.

INVESTOR INFORMATION

CHAPTER 2: INVESTOR INFORMATION


TRADING AND TRANSACTIONS 2015 2014Number of transactions 1 914 1 399 Average number of transactions per day 7 5 Number of shares traded (million) 7.3 11.5

ANALYST COVERAGE

SHARE PRICE PERFORMANCE

FINANCIAL CALENDAR 2016

14.04.16 Presentation of Q1 1514.04.16 Annual General Meeting15.04.16 Ex Dividend Date12.07.16 Presentation of Q2 1620.10.16 Presentation of Q3 1626.01.17 Presentation of Q4 16

SHARE INFORMATION 2015 2014Highest price (NOK) 14.75 14.00 Lowest price (NOK) 10.30 7.46

Price at year end (NOK) 13.40 13.00 Market value (NOK million) 655.8 631.2 Dividend per share 1.00 1.00

ABG SUNDAL COLLIERAleksander Hø[email protected]

FONDSFINANSErik Hjulströ[email protected]

Data Respons believes that it is important to have an open and active dialogue with the stock market , and that all shareholders are treated equally.

10

11

12

13

14

15

JANUARY 2015 DECEMBER 2015

CHAPTER 2: INVESTOR INFORMATIONKey figures

SHAREHOLDER STRUCTURE 2015 2014Number of shareholders 1 029 894Forreign ownership 10.0 % 3,3 %Number of shares owned by Data ResponsNumber of shares outstanding 48.9 48.6



NOK 1 000 2015 2014 2013 2012 2011

income statementRevenue 963 611 849 226 800 783 844 187 849 885

Operating expenses 905 126 791 597 750 387 808 795 836 443

EBITDA 58 485 57 629 50 397 35 392 13 440

Depreciation and amortisation 3 754 3 153 3 866 4 596 5 325

Impairment of goodwill 87 316

Operating profit/loss 54 731 54 477 46 530 30 796 -79 201

Profit/loss before tax and non-controlling interest 48 514 50 376 44 062 25 157 -82 451

Net profit/loss after tax 46 489 40 801 31 685 12 804 -92 597

balanceTotal assets 514 051 460 300 477 680 428 455 443 692

Equity 305 858 288 136 291 218 255 330 243 057

Cash and cash equivalents 39 016 42 833 44 143 7 010 4 894

key figuresRevenue growth 20.3 % 0.6 % -5.1 % -0.7 % 20.2 %

Gross margin 45.3 % 46.9 % 47.4 % 48.4 % 50.6 %

EBITDA margin 6.1 % 6.8 % 6.3 % 4.2 % 1.6 %

EBIT margin 5.7 % 6.4 % 5.8 % 3.6 % -9.3 %

Net profit margin 4.8 % 4.8 % 4.0 % 1.5 % -10.9 %

Cash flow from operations 49 413 51 450 51 762 31 904 1 773

Return on equity 15.6 % 15.0 % 11.6 % 5.1 % -32.1 %

Return on total assets 11.0 % 12.3 % 10.3 % 7.1 % -16.1 %

Liquidity ratio 151.2 % 163.5 % 163.4 % 150.5 % 132.9 %

Equity ratio 59.5 % 62.6 % 61.0 % 59.6 % 54.8 %

Working capital 64 305 62 428 68 752 78 492 59 291

key figures for sharesEarnings per share (EPS), basic (NOK) 0.87 0.78 0.61 0.27 -1.92

Cash flow per share from operations (NOK) 1.01 1.06 1.07 0.66 0.04

Dividend per share (NOK) 1.00 1.00 1.00 0.25 0.00

Book equity per share (NOK) 6.25 5.93 6.01 5.29 5.03

Price / book 2.14 2.19 1.33 1.08 1.08

Number of shares as of December 31 48 940 794 48 553 794 48 416 794 48 284 794 48 284 794

Average number of shares 48 790 294 48 500 516 48 330 261 48 284 794 48 284 794

Average number share transactions per day 7 5 3 2 2

Share price as of December 31 (NOK) 13.40 13.00 8.00 5.71 5.45

Market capitalisation (NOK million) 655.8 631.2 387.3 275.7 263.2

Return on equityProfit/loss for the year / Average equity

Return on total assetsEBIT / Average total assets

Liquidity ratioCurrent assets / current liabilities

Equity ratioEquity / Total assets

Working capital(Current receivables + Inventories) - Current liabilities

Earnings per share (EPS)For calculation of EPS, see Note 9

definitions

KEY FIGURES


GROUP

SERVICES

KEY FIGURESREVENUE

42%


Revenue 406.8 370.3 EBITDA 30.9 30.9 Order backlog 144 146

Employees 258 231

KEY FIGURES


Revenue 963.6 849.2EBITDA 58.5 57.6Order backlog 690 713

Employees 404 369

PRODUCTS AND SOLUTIONS

KEY FIGURES


Revenue 559.3 479.6 EBITDA 37.2 36.9 Order backlog 546 567

Employees 141 133

REVENUE

58%


REVENUE BY SEGMENT

58%42%

Services

Products &Solutions


0

100

200

300

400

500

600

2013 2014 2015

559.3

442.4479.6


0

100

200

300

400

500

2013 2014 2015

406.8363.0 370.3


0

200

400

600

800

1000

2013 2014 2015

963.6

800.8849.2


Data Respons offers the benefit of a comprehensive Nordic-to-Asia value chain, covering all phases of the development and production of embedded solutions.

BRIDGE


BRIDGETO ASIA


Data Respons places great importance on providing up-to-date information on its activities and financial development to shareholders and other participants in the securities market.

FINANCIAL STATEMENTS

CHAPTER 3: FINANCIAL STATEMENTS AND NOTES


GROUP DATA RESPONS ASA

NOK 1000 Note 2015 2014 2013 2015 2014 2013

Profit for the year 46 489 40 801 31 685 17 770 28 819 32 188

other comprehensive income

Items that may subsequently be reclassified to profit or loss

Currency translation differences 13 427 5 399 11 256

Items that will not be reclassified to profit or loss

Currency translation differences on non-controlling interests

2 261 438 2 058

Actuarial gains and losses on defined benefit plans 10 -728 -745

Tax on actuarial losses 11 206 208

Other comprehensive income 15 688 5 837 12 792 - - -536

Total comprehensive income 62 177 46 639 44 477 17 770 28 819 31 652

comprehensive income attributable to

- Equity holders of the company 55 987 43 072 40 133

- Non-controlling interest 6 190 3 567 4 344

STATEMENT OF COMPRENSIVE INCOME

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESIncome statement / Statement of comprehensive income


NOK 1000 Note 2015 2014 2013 2015 2014 2013

Sales revenue 2 963 070 848 580 800 489 8 166 8 027 7 968

Net income from associated companies 4 541 646 294 -10 -119 -463

Total revenue and other income 963 611 849 226 800 783 8 155 7 908 7 506

Cost of goods sold 526 893 450 799 421 436

Employee expenses 10,15 315 535 282 116 272 241 8 839 9 595 8 691


Other operating expenses 3,5, 18 62 698 58 682 56 710 8 895 8 475 8 199

Operating profit/loss 54 731 54 477 46 530 -10 557 -11 004 -10 235

Group contribution and dividends from subsidiaries 40 752 49 269 57 325

Other financial income 4,16, 19 4 504 6 557 6 917 36 1 647 5 284

Impairment of shares in subsidiaries 3,4 -6 015

Other financial expenses 16,19 -10 721 -10 657 -9 386 -4 840 -5 603 -3 816

Profit/loss before tax 48 514 50 376 44 062 25 391 34 309 42 543

Income tax expense 11 -2 025 -9 575 -12 377 -7 621 -5 490 -10 354

Profit/loss for the year 46 489 40 801 31 685 17 770 28 819 32 188

profit attributable to

- Equity holders of the company 42 560 37 672 29 399

- Non-controlling interest 3 929 3 129 2 286

Earnings per share, basic (NOK) 9 0.87 0.78 0.61 - - -

Earnings per share, diluted (NOK) 9 0.86 0.77 0.61

INCOME STATEMENT


NOK 1000 Note 2011 2010 2009 2011 2010 2009

GROUP DATA RESPONS ASAASSETS

NOK 1000 Note 2015 2014 2013 2015 2014 2013

non-current assetsIntangible assets 3,5 187 761 178 823 175 077 134 50

Machinery and equipment 3,13 7 359 5 007 6 191 2 531 787 1 262

Shares in subsidiaries 4 306 333 306 333 285 911

Investments in associates 4 1 841 2 525 2 304 740 858

Pension funds 10 74 844

Other non-current assets 4 909 158 827 729 687

Deferred tax assets 11 11 174 2 759 1 564 7 701 11 957 10 819

Total non-current assets 209 044 189 346 186 807 317 428 319 866 299 538

current assetsInventories 6,13 53 093 41 896 56 572

Trade receivables 7,8,13 193 933 170 100 177 094 404 255

Other current receivables 7,8 18 965 16 125 13 064 1 011 971 1 915

Cash and cash equivalents 17 39 016 42 833 44 143 422 -17 303 19 773

Total current assets 305 007 270 954 290 873 1 838 -16 077 21 688

Total assets 514 051 460 300 477 680 319 266 303 789 321 226

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESStatement of financial position

STATEMENT OF FINANCIAL POSITION


NoteGROUP DATA RESPONS ASA

EQUITY AND LIABILITIES

NOK 1000 Note 2015 2014 2013 2015 2014 2013

equityIssued capital 9 24 470 24 277 24 208 24 470 24 277 24 208

Share premium 173 952 170 427 169 420 173 952 170 427 169 420

Retained earnings 79 929 73 191 78 157 67 449 97 853 117 071

Equity attributable to equity holders of the company 278 352 267 895 271 785 265 871 292 556 310 699

Non-controlling interests 27 506 20 241 19 433

Total equity 305 858 288 136 291 218 265 871 292 556 310 699

liabilitiesnon-current liabilities

Deferred tax liabilities 11 4 228 2 292 1 623

Pension liabilities 10 41 41

Other non-current liabilities 5,13 2 280 4 179 6 821

Total non-current liabilities 6 507 6 471 8 484 - - 41

current liabilities

Short term loans from group companies 8 45 367

Trade payables 103 269 79 985 87 231 1 431 831 951

Income tax payable 11 5 940 5 820 2 190 3 366 6 627

Public duties payable 31 451 26 323 28 914 1 117 983 334

Other current liabilities 8,12 61 025 53 565 59 642 2 114 2 792 9 202

Total current liabilities 201 685 165 693 177 978 53 394 11 233 10 487

Total liabilities 208 193 172 164 186 462 53 394 11 233 10 527

Total equity and liabilities 514 051 460 300 477 680 319 266 303 789 321 226

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESStatement of financial position

THE BOARD OF DIRECTORS OF DATA RESPONS ASA

Høvik, March 17, 2016

STATEMENT OF FINANCIAL POSITION

Kenneth RagnvaldsenCEO

Åsa Grübb-WeinbergEMPLOYEE REPRESENTATIVE

Ole Jørgen FredriksenCHAIRMAN OF THE BOARD

Ulla-Britt Fräjdin HellqvistMEMBER OF THE BOARD

Jarl GuntveitEMPLOYEE REPRESENTATIVE

Janne T. MorstølMEMBER OF THE BOARD

Narve ReitenMEMBER OF THE BOARD


GROUPattributable to equity holders of the company

Non- contr. Interest

Total Equity

NOK 1000Note

Issuedcapital

Share premium

Treasuryshares

Translationdifferences

Other equity Total

Equity as of January 1, 2013 24 142 168 778 - -4 057 66 466 255 330 - 255 330

Profit for the year 29 399 29 399 2 286 31 685

Other comprehensive income for the year 11 256 -522 10 734 2 058 12 792

Total comprehensive income for the year - - - 11 256 28 877 40 133 4 344 44 477

Changes in non-controlling interests 4 -346 -11 701 -12 047 19 825 7 778

Dividends -12 898 -12 898 -4 736 -17 634

Employee share option sheme 15 560 560 560

Issue of share capital 9 66 642 708 708

Equity as of December 31, 2013 24 208 169 420 - 6 853 71 304 271 785 19 433 291 218


Other comprehensive income for the year 5 399 5 399 438 5 837


Dividends -48 417 -48 417 -2 759 -51 176

Employee share option sheme 15 380 380 380

Issue of share capital 9 69 1 007 1 076 1 076



Other comprehensive income for the year 13 427 13 427 2 261 15 688


Changes in non-controlling interests 4 -1 075 -1 075 1 075 -

Dividends -48 554 -48 554 -48 554

Employee share option scheme 15 380 380 380

Issue of share capital 9 194 3 525 3 719 3 719


CHAPTER 3: FINANCIAL STATEMENTS AND NOTESStatement of changes in equity

STATEMENT OF CHANGES IN EQUITY


DATA RESPONS ASATotal

Equity

NOK 1000Note

Issuedcapital

Share premium

Treasuryshares

Other equity

Equity as of January 1, 2013 24 142 168 778 - 96 930 289 851

Profit for the year 32 188 32 188

Other comprehensive income for the year -536 -536

Total comprehensive income for the year - - - 31 652 31 652

Dividends -12 071 -12 071

Employee share option sheme 15 560 560

Issue of share capital 9 66 642 708

Equity as of December 31, 2013 24 208 169 420 - 117 071 310 699



Dividends -48 417 -48 417

Employee share option sheme 15 380 380

Issue of share capital 9 69 1 007 1 076




Dividends -48 554 -48 554

Employee share option scheme 15 380 380

Issue of share capital 9 194 3 525 3 719


STATEMENT OF CHANGES IN EQUITY

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESStatement of changes in equity



NOK 1000 Note 2015 2014 2013 2015 2014 2013

cash flow from operating activitiesProfit before income tax 48 514 50 376 44 062 25 391 34 309 42 543


Net income from associated companies 4 -541 -646 -294 10 119 463

Employee share option scheme 15 380 380 560 380 380 560

Finance cost - net 6 217 4 100 2 469 -35 949 -45 313 -52 778

Changes in working capital:

- Inventories -11 197 15 386 -390

- Trade receivables -23 833 10 351 16 064 -150 -255 1 111

- Trade payables 23 284 -9 123 -9 192 601 -121 -1 200

- Provisions for pensions 10 729 -834 -41 -184

- Other accruals 12 981 -15 699 -855 -4 907 -1 502 -1 257

Income tax paid -10 146 -7 557 -3 694 -6 627

Net cash flow from operating activities 49 413 51 450 51 762 -20 272 -11 583 -9 892

cash flow from investing activitiesAcquisition of subsidiaries, net of cash acquired 5,13 -1 780 -1 800 -3 310

Loss of control in subsidiaries 4 -1 106

Dividends from subsidiaries 7 941 13 421

Group contributions received 40 752 34 534 43 904

Purchase of machinery and equipment 3 -5 502 -1 707 -2 181 -2 623 -366 -436

Interest received 16 363 1 186 2 013 36 759 1 613

Purchase of intangible assets 3 -50 -183 -50

Purchase of financial assets 4 -22 050 -9 422

Proceeds from sale of financial assets 4 1 814 7 778

Payments regarding loans to subsidiaries 8 45 367 11 677

Other investing activities 579 550 1 148

Net cash flow from investing activities -6 339 -1 821 -3 436 83 349 22 580 68 535

cash flow from financing activitiesNet change in group internal loans 17 -26 266

Proceeds from issue of shares 9 3 719 1 076 708 3 719 1 076 708

Interest paid 16 -973 -960 -2 494 -517 -732 -1 612

Dividends paid to equity holders of the company -48 554 -48 417 -12 071 -48 554 -48 417 -12 071

Dividends paid to non-controlling interests -2 633 -4 442

Proceeds from sale of interest in a subsidiary 4 7 778

Net cash flow from financing activities -45 808 -50 934 -10 522 -45 352 -48 073 -39 241

Net change in cash and cash equivalents -2 734 -1 267 37 804 17 725 -37 076 19 402

Cash and cash equivalents at the start of the period 42 833 44 143 7 010 -17 303 19 773 371

Exchange gains/losses on cash and cash equivalents -1 082 -5 -671

Cash and cash equivalents at the end of the period 17 39 016 42 833 44 143 422 -17 303 19 773

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESStatement of cash flows

STATEMENT OF CASH FLOWS


Data Respons’ financial statements and notes for 2015 have been prepared in accordance with International Financial Reporting Standards (IFRS) as approved by the European Union.


NOTES TO THE FINANCIAL STATEMENTS


general informationData Respons ASA is a public limited company registered in Norway. The company’s head office is located at Sandviksveien 26, 1363 Hø-vik, Norway. The group’s business operations are described in Note 2. These financial statements for Data Respons ASA and the consolidated financial statements of the group have been issued in accordance with approval by the Board of Directors on March 17, 2016 and is subject to approval by the annual general meeting on April 14, 2016.

accounting principlesData Respons’ consolidated financial statements and the company fi-nancial statements of Data Respons ASA for 2015 have been prepared in accordance with International Financial Reporting Standards (IFRSs) and the interpretations set out by the International Accounting Stand-ards Board, as approved by the European Union. The financial state-ments are based on the historical cost principle with the exception of financial derivatives. The consolidated financial statements have been prepared using consistent accounting principles for similar transactions and events under otherwise similar circumstances.

new and amended standards adopted by the groupThere are no new standards, amendments or interpretations effective for the financial year beginning on January 1, 2015 that have a material impact on the group or parent company financial statements.

new standards and interpretations not yet adoptedA number of new standards and amendments to standards and interpre-tations are effective for annual periods beginning after January 1, 2015 and have not been applied in preparing these consolidated financial state-ments. None of these are expected to have any impact on the consolidated financial statements of the group, except the following set out below:

IFRS 9, ‘Financial instruments’, addresses the classification, measure-ment and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. The standard is effective for accounting periods beginning on or after January 1, 2018. Early adoption is permitted. Data Respons does not expect any significant impact from adopting IFRS 9.

IFRS 15, ‘Revenue from contracts with customers’ deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains con-trol of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18 ‘Revenue’ and IAS 11 ‘Construction contracts’ and related interpre-tations. The standard is effective for annual periods beginning on or after January 1, 2018 and earlier application is permitted. Data Respons is currently assessing the impact of IFRS 15. The potential effects are not yet known but are not expected to be significant. The company plans to adopt the new standard on the required effective date.

IFRS 16, ‘Leases’ replaces existing IFRS leases requirements, IAS 17 Leases. IFRS 16 sets out the principles for the recognition, measure-ment, presentation and disclosure of leases for both parties to a con-tract, ie the customer (‘lessee’) and the supplier (‘lessor’). The new leases standard requires lessees to recognise assets and liabilities for most leases, which is a significant change from current requirements. For lessor, IFRS 16 substantially carries forward the accounting require-ments in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. IFRS 16 is effective for annual periods beginning on or after 1 January 2019, but the standard is currently not adopted by the EU. The group is currently considering the impact that initial application of IFRS 16 will have on the financial statements, and potential effects on the Data Respons financial statements are not yet known.

There are no other IFRSs or IFRIC interpretations that are not yet ef-fective that would be expected to have a significant impact on Data Respons’ financial statements.

currencytransactions in foreign currencyIn preparing the financial statements, subsidiaries translate transactions in foreign currencies at the exchange rate for the date of the transac-tion. Balance sheet items in foreign currency are translated to functional currency at the ending rate for the period reported. Foreign translation differences are recognised in the income statement.

foreign operationsThe group presentation currency is NOK. This is also the functional currency of the parent company. Each group entity with a different functional currency are translated into NOK using the foreign ex-change rate at the balance sheet date for balance sheet items and monthly average rates for the income statement. Data Respons uses daily and monthly currency exchange rates as published by Norges Bank for translations into presentation currency. Foreign exchange dif-ferences arising from translation from functional currency to presenta-tion currency are recognised in the statement of other comprehensive income. When a foreign subsidiary is partially or completely disposed of or sold, translation differences related to the subsidiary are recog-nised in the income statement.

consolidationsubsidiaries The consolidated financial statements comprise the financial statements of Data Respons ASA and its subsidiaries. Control is achieved when the parent company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, Data Respons ASA controls an investee if, and only if, the company has:

� Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)

� Exposure, or rights, to variable returns from its involvement with the investee

� The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights re-sult in control. To support this presumption, and when Data Respons has less than a majority of the voting or similar rights of an investee, the company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

� The contractual arrangement with the other vote holders of the investee � Rights arising from other contractual arrangements � Data Respons’ voting rights and potential voting rights

Data Respons re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the company obtains control over the subsidiary and ceases when the company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the company gains control until the date the company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their account-ing policies into line with the Data Respons’ accounting policies. All in-

NOTE 1 ACCOUNTING PRINCIPLES

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESNotes | Note 1


CHAPTER 3: FINANCIAL STATEMENTS AND NOTESNotes | Note 1

tra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If Data Respons loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

Acquired subsidiaries are recognised in the consolidated financial state-ments based on the historical cost to the parent company. Historical cost includes best estimate on future additional payments based on earn-out agreements. The historical cost is allocated to identifiable assets and liabilities in the subsidiary, which are recorded in the con-solidated financial statements at fair value at the time of acquisition. Acquisition-related costs are expensed as incurred. Identifiable assets are defined as both tangible fixed assets and intangible assets, exclud-ing goodwill. Any excess value or shortfall in value beyond that which can be attributed to identifiable assets and liabilities is recognised in the balance sheet as goodwill. Excess values in the consolidated financial statements are depreciated on a straight-line basis over the anticipated economic life of the acquired assets, less any residual value. Goodwill and excess values attributed to intangible assets with an indeterminable useful life are not depreciated, but are tested for impairment in accord-ance with IFRS.

associates and joint venturesAn associate is an entity over which Data Respons has significant influ-ence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The considerations made in determining significant influence or joint control are similar to those necessary to determine control over sub-sidiaries. Data Respons’ investments in its associate and joint venture are accounted for using the equity method. Under the equity method, the investment in an associate or a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in Data Respons’s share of net assets of the associate or joint venture since the acquisition date.

Data Respons presents net income according to the equity method from associated companies and joint ventures as part of the company’s operating profit. Joint ventures are linked closely to the core operations of Data Respons. By including share of net income in the operating profit a better view of the group’s overall operational performance is provided. The share of net income from associates and joint ventures is included as a separate line in the condensed consolidated income state-ment as other revenue.

revenue recognitionRevenue is recognised when it is probable that transactions will gener-ate future financial benefits that will pass to the company, and the value of such benefits can be estimated reliably. Sales revenue is recognised net of value added tax and discounts. Data Respons has revenue from products, services or a combination of both:

productsRevenue from the sale of products is recognised when delivery has been made and most of the risk and return potential has been transferred.

servicesRevenue from the sale of services is recognised according to the stage of completion. The stage of completion is measured as accrued hours

in relation to total estimated hours. Estimated loss on contracts will be recognised in the income statement in its entirety in the period when it has been identified.

solutionsis recognised in accordance with the principles applicable to servic-es and products described above. If the customer only pays for the finished product, the company, in cases where there is a contractual delivery, capitalises development work in line with the percentage of completion. Capitalised development work is subsequently expensed in line with the delivery of the products.

interest incomeInterest income is recognised as it is accrued. Dividends and group contributions are recognised as income when they have been ap-proved by the general meeting of the distributing company.

classification and valuation of balance sheet items Current assets and current liabilities comprise of items that fall due within one year of the balance sheet date, as well as items related to the operat-ing cycle. Other items are classified as non-current assets or non-current liabilities. Financial instruments are classified and measured in accordance with IAS 39 Financial Instruments; Recognition and Measurement. For the group it is primarily loans and receivables that are relevant categories. Financial assets with fixed or determinable cash flows that are not listed in an active market are classified as loans and receivables.

Data Respons will on occasion use derivatives to hedge against fluctua-tions in currency exchange rates. Derivatives not designated as hedging instruments according to IFRS are recognised at fair value with changes against other financial income/expenses.

Derivatives designated as fair value hedges are recognised at fair value in the statement of financial position. The corresponding change in value of the hedged item is also recognised in the statement of financial posi-tion. The net effect of the two is charged against other financial income/expenses.

receivablesAccounts receivable and other receivables are recognised in the balance sheet at nominal value, less provisions for estimated losses. Provisions for losses are made on the basis of individual assessment of the indi-vidual receivables, as well as past experience.

machinery and equipmentMachinery and equipment is recognised in the balance sheet and de-preciated on a straight-line basis over the estimated useful life less any residual value. Direct maintenance of machinery and equipment is expensed as other operating expenses, while enhancements or im-provements that increase the capacity are added to the cost price and depreciated in line with the asset. Depreciation periods and profiles and residual values are assessed annually.

intangible assetsIntangible assets consist of identifiable intangible assets. Intangible assets are recognised in the balance sheet if it is probable that the expected future financial benefits attributable to the asset will pass to the company and the asset’s historical cost can be measured separately and in a reli-able manner. Intangible assets with a limited useful life are recognised at historical cost, less accumulated depreciation and impairment.

Depreciation is charged on a straight-line basis over the estimated useful life. The depreciation period and method are reviewed annually. Intan-gible assets with an indeterminable useful life are not depreciated, but are tested annually for impairment at the balance sheet date, or more frequently if there is an indication of impairment.

goodwillThe difference between the historical cost at the time of acquisition and the fair value of net identifiable assets at the time of acquisition are clas-sified as goodwill. Goodwill is recognised in the balance sheet at histori-


CHAPTER 3: FINANCIAL STATEMENTS AND NOTES| Note 1

cal cost, less any accumulated impairments. Goodwill is not depreciated, but is tested annually for impairment at the balance sheet date, or more frequently if there is an indication of impairment. In cases where nega-tive goodwill is identified in connection with business combinations, the purchase price allocation is reassessed before any negative goodwill is rec-ognised in income.

research and developmentCosts associated with maintaining software or products are recognised as an expense as incurred. Expenses relating to development activities are recog-nised in the balance sheet if the following criteria are met;

� Development relates to an identifiable, unique product or software controlled by Data Respons

� There is an ability to use or sell the product or software � It is technically and commercially feasible to complete the development � The company intends to and has adequate resources to complete the development

� It can be demonstrated how the product or software will generate prob-able future economic benefits

� The expenditure attributable to the development can be reliably measured.

Expenses that are recognised in the balance sheet include materials ex-penses, direct payroll expenses and other directly attributable expenses.

Other development expenditures that do not meet these criteria are rec-ognised as an expense as incurred. Development costs previously recog-nised as an expense are not recognised as an asset in a subsequent period.

Capitalised development expenses are recognised in the balance sheet at historical cost, less any accumulated depreciation and write-downs. Capi-talised development expenses are depreciated over the estimated useful life of the asset, which does not exceed three years. Intangible assets under development, however, are not depreciated and are tested for impairment annually or more frequently if there is an indication of impairment.

valuation of investments in subsidiariesSubsidiaries are valued in accordance with the historical cost method in the parent company’s financial statements. Investments are valued at the historical cost of the shares unless a write-down of the shares has been necessary, in which case they are written down to fair value.

provisionsProvisions are made in the financial statements where the group has a li-ability (legal or self-imposed) as a result of a past incident, if it is probable that a financial settlement will be made as a result of this liability, and if the amount of such a settlement can be measured reliably. If the impact is significant, the provisions are calculated by discounting the estimated future cash flows by a discount rate before tax that reflects the market’s pricing of the current value of money and, where relevant, risks specifi-cally linked to the liability.

Provisions for restructuring are included if the group has approved a de-tailed and formal restructuring plan, and the restructuring has either start-ed or been announced. Provisions for loss-making contracts are included when the group’s estimated revenue from a contract is lower than the es-timated expenses that will be incurred to fulfil the contractual obligations.

inventoriesPurchased inventory is valued at the lower of historical cost (using the FIFO principle) or net realisable value. Write-downs are made for any inventory that is assumed to be obsolete.

government grantsGovernment grants are recognised in the financial statements where it is reasonably certain that the company will fulfil the terms of the grants, and that the grants will be received. Operating subsidies are accounted for systematically over the period that the subsidies are received. Grants are recorded in the financial statements as a deduction in the expenses they are meant to cover.

pension liabilitiesA defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Data Respons has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan. The group does not have any significant defined benefit pension arrangements.

For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, con-tractual or voluntary basis. company has no further payment obligations once the contributions have been paid. The contributions are recognised as payroll expenses when they are due. Prepaid contributions are recog-nised as an asset to the extent that a cash refund or a reduction in the future payments is available.

employee share option schemeEmployee share options are calculated at the fair value at the time they are granted and accrued on a linear basis over the vesting period until the earliest exercise date. The employer’s social security contributions linked to vested options are accrued correspondingly over the life-span of the option.

income taxIncome tax expense in the income statement comprises both income tax payable for the period and changes in deferred tax. Deferred tax is calculated at the current tax rate on the basis of temporary differences between the financial accounting and tax-related values, and tax loss carry forward at the end of the financial year.

Negative and positive temporary differences that reverse or may reverse during the same period are offset and the tax effect of the net amount is calculated. The tax loss carry forward is recognised in the balance sheet as a deferred tax asset if it is considered adequately probable that the losses can be utilised in the future.

cash and cash flow statementThe statement of cash flows has been prepared in accordance with the indirect method. Cash and cash equivalents include cash, bank deposits and other short-term liquid investments that can be converted imme-diately and without any significant exchange rate risk to a known cash amount, and with maturity date less than three months from the pur-chase date.

segmentsThe group is organised into operating segments based on the underly-ing operations as these are reported to and monitored by group man-agement. The business segments reported are Products & Solutions and R&D Services.

contingent liabilities and assetsContingent liabilities are not recognised unless these arise from, and are assessed as a result of business combinations. Material contingent liabilities are disclosed unless the probability of the liability materialising is remote. Contingent assets are not recognised in the annual financial statements.

events after the balance sheet dateNew information received after the balance sheet date relating to the com-pany’s financial position at the balance sheet date has been taken into con-sideration in preparing the annual financial statements. Events occurring after the balance sheet date that do not affect the company’s financial po-sition at the balance sheet date, but that will affect the company’s financial position in the future are disclosed in if these are material.

use of estimatesThe management has used estimates and assumptions that have affected assets, liabilities, income, expenses and information on potential liabilities. This applies in particular to the recognition of revenue related to long-term manufacturing projects, development projects, capitalised development expenses, estimation of earn-out liabilities and the valuation of goodwill.


PASSION FOREMBEDDED SOLUTIONS


Accounting estimates may change as a result of future events. Estimates and their underlying assumptions are assessed continuously. Changes to accounting estimates are included in the financial statements for the peri-od in which the change occurs. If the changes also apply to future periods, the impact is spread over the current and future periods.

estimated impairment of goodwillData Respons tests, at least annually, whether goodwill has suffered any impairment. The recoverable amounts of cash generating units have been determined based on value-in-use calculations. These calculations require the use of estimates (see Note 3).

revenue recognitionData Respons uses the percentage of completion method in accounting for its fixed price contracts to deliver certain solutions projects. Use of the percentage of completion method requires the company to estimate the services performed to date as a proportion of the total services to be performed. No significant fixed price contracts are active as of December 31, 2015.

earn-out liabilitiesEarn-out liabilities are usually contingent on the future financial perfor-mance of subsidiaries, which needs to be estimated when calculating the expected earn-out liabilities. Re-estimation effects following changes in estimates of future financial performance of subsidiaries are recognised in the income statement (see Note 5).


operating segments 2015

NOK 1000 Products & Solutions Services Corporate* Eliminations ** Group

External revenue 558 776 404 293 963 070

Internal revenue 2 542 8 166 -10 708

Net income from associated companies 552 -10 541

Total revenue 559 328 406 836 8 155 -10 708 963 611

Operating expenses 522 144 375 956 17 734 -10 708 905 126

EBITDA 37 184 30 880 -9 578 - 58 485

* The item “corporate” includes all transactions recognised in the parent company Data Respons ASA.

**The item “eliminations” includes eliminations of intercompany revenue and expenses.

NOTE 2 OPERATING SEGMENTS

The group is divided into two operating segments: Products & Solutions and Services.

products & solutionsThe products & solutions segment consists of development and delivery of custom solutions by combining engineering services with standard em-bedded computer products from leading partners or deliveries of standard embedded computer products.

servicesData Respons offers consultancy services for a range of technology related development projects.




Internal revenue 145 455 8 027 -8 626


Total revenue 479 636 370 309 7 908 -8 626 849 226


EBITDA 36 913 30 878 -10 163 - 57 629





Internal revenue 1 706 2 422 7 968 -12 096


Total revenue 442 376 362 998 7 506 -12 096 800 783


EBITDA 34 690 25 090 -9 384 - 50 397



revenue 2015

NOK 1000 Products & Solutions Services Eliminations Group

Norway 243 574 109 189 -1 312 351 452

Sweden 170 300 299 794 -1 809 468 286

Denmark 44 239 44 239

Germany 106 288 106 288

Eliminations -5 626 -2 148 578 -7 195

Sales revenue 558 776 406 836 -2 542 963 070

Revenue is reported to mangement in four geographic regions: Norway, Sweden, Denmark and Germany.

revenue 2014


Norway 267 052 111 154 -254 377 951

Sweden 106 825 259 924 -312 366 437

Denmark 31 839 31 839

Germany 78 020 78 020

Eliminations -4 864 -768 -34 -5 666

Sales revenue 478 871 370 309 -600 848 580

revenue 2013


Norway 269 352 103 803 -903 372 252

Sweden 84 523 259 241 -2 857 340 908

Denmark 27 064 27 064

Germany 62 262 62 262

Eliminations -1 581 -47 -368 -1 995

Sales revenue 441 619 362 998 -4 128 800 489



NOK 1000 Goodwill

Other intangible

assets

Total intangible

assets

Machinery and

equipment

Other intangible

assets

Machinery and

equipment

Cost or valuation on January 1, 2013 297 997 2 748 300 745 59 934 10 251

Additions 12 452 12 452 2 219 436

Disposals - -119

Translation differences 9 628 -145 9 483 3 447

Additions from acquired companies - -2 348

Cost or valuation as of December 31, 2013 320 078 2 603 322 681 63 134 - 10 688

Accum. depr. and impairm. as of January 1, 2013 145 000 2 748 147 748 52 276 8 574

Depreciation for the year - 3 887 851

Disposals - -119

Translation differences -145 -145 3 160

Additions from acquired companies - -2 262

Accum. depr. and impairm. as of December 31, 2013 145 000 2 603 147 603 56 943 - 9 425

Net book value as of December 31, 2013 175 077 - 175 077 6 191 - 1 262

Cost or valuation on January 1, 2014 320 078 2 603 322 681 63 134 10 688

Additions 1 268 1 268 1 707 50 366

Disposals - -588

Translation differences 2 580 -106 2 473 1 774

Cost or valuation as of December 31, 2014 322 658 3 765 326 423 66 026 50 11 054


Depreciation for the year 101 101 3 051 842

Impairment for the year - -69

Disposals - -590

Translation differences -106 -106 1 684

Accum. depr. and impairm. as of December 31, 2014 145 000 2 599 147 599 61 019 - 10 267

Net book value as of December 31, 2014 177 658 1 167 178 823 5 007 50 787

Cost or valuation as of January 1, 2015 322 658 3 765 326 423 66 026 50 11 054

Additions 183 183 5 502 183 2 623

Translation differences 9 260 154 9 413 2 180

Cost or valuation as of December 31, 2015 331 918 4 101 336 019 73 707 233 13 677


Depreciation for the year 406 406 3 249 99 880

Translation differences 253 253 2 081

Accum. depr. and impairm. as of December 31, 2015 145 000 3 257 148 257 66 348 99 11 147

Net book value as of December 31, 2015 186 917 844 187 761 7 359 134 2 531

Both the parent company and group use straight-line depreciation for all machinery and equipment. The estimated economic life of machinery and equipment is 3 to 5 years. Intangible assets are amortised over the life of the asset, which is estimated to be from 2.5 to 10 years.

NOTE 3 INTANGIBLE ASSETS, MACHINERY AND EQUIPMENT



EXPENCED LEASE RENTALS IN THE GROUPNOK 1000 2015 2014 2013

Rental of premises in Norway 10 459 10 481 10 723

Rental of premises outside Norway 7 917 6 835 7 411

Operational leasing of IT equipment 2 221 1 861 2121

Operational leasing of vehicles 3 758 1 161 2 696 The group does not have any purchase options on the properties. In Norway the lease for the head office at Høvik ends at June 30, 2020, while the terms of lease for the foreign units vary from a lease requiring 9 months’ notice to a lease with an expiry date of December 31, 2020. The leases will continue on unchanged terms. Leasing contracts on vehicles have a duration of 36 months.


intangible assetsOther intangible assets consist of capitalised development expenses, as well as intangible assets recognised at fair value upon the acquisition of companies. In 2014, one development project was capitalised of NOK 1.2 million. The project consisted of development of a new and improved generation of products with significant future earnings potential. changes in goodwillThere were no acquisitions in 2014 or 2015. All goodwill is recorded in local currency, and as a result, changes in currency exchange rates will affect the value of goodwill. Compared to the cur-rency rate at the acquisition date, goodwill was adjusted upwards by NOK 19 496 thousand at the end of 2015, compared to an upwards adjustment of NOK 10 236 thousand at the end of 2014.

impairment test of goodwillGoodwill recognised through the acquisition of companies and units is allocated to the individual cash generating unit if the cash flows are still iden-tifiable. In cases where units have been merged and operations are integrated, it is difficult to isolate the cash flows. In these cases the combined goodwill will be assessed for the merged unit.

allocation of goodwillNOK 1000 2015 2014 2013

Data Respons Norge AS 70 547 70 547 70 547

Data Respons AB (SE) 11 374

Sylog Sverige AB (SE) 95 125 87 152 62 014

iWise AB (SE) 12 628

Data Respons GmbH (DE) 21 244 19 958 18 513

Total 186 917 177 658 175 077

The recoverable amount for the cash flow-generating units is calculated based on the value the asset will generate for the business operations. Cash forecasts are based on budgets approved by the Board of directors for 2016 with a projection for a five-year period based on the assumptions below. Cash flows beyond the budgeted period are extrapolated using estimated growth rates for the individual units. Future EBIT margin and cash flow is based on the management’s best estimate and judgment. The most import assumptions for calculation of the recoverable amount are as follows:

discount rate:A calculated WACC of 10.3 % (2014: 10.4 %) after tax has been used as the discount rate for all units. CGUs in the group are based in the Nordic / Northern European region, and regional differences are not estimated to make a significant impact on the applied WACC rate at the balance sheet date. The corresponding WACC before tax is 13.7 %. The WACC before tax is calculated on the basis of the applied WACC after tax and using a 25 % tax rate.

revenue growth:Historically the group has achieved a strong growth, and management believe that the long-term outlook for the embedded solutions market is prosperous. However, as the group is focusing efforts in key markets and downsizing less profitable business units, growth rates are expected to vary among the companies. Expected growth rates in 2016 vary between -7 % and 20 % (2014: -5 to 14 %). Beyond 2016, the group expects growth rates at 2 to 7 % (2014: 2 to 10 %) in the forecasted four-year period.

extrapolated growth rate:The growth rate beyond five years has been set at 0 % (2014: 0 %) for all units.

ebit margin:The group has used EBIT margins that reflect management’s best estimate of earnings potential in the period. EBIT margins applied in the calcula-tion of value-in-use range from 7 % to 10 % (2014: 6 to 10 %), dependant on past financial performance and expected profit margins for each unit.

sensitivities:No indications of impairment losses have been identified for Data Respons Norge AS, Sylog Sverige AB or Data Respons GmbH in 2015. The recover-able amounts of these cash generating units exceed their carrying amounts by significant margins. A sensitivity analysis has been performed for these CGUs, in order to determine if a reasonable change in key assumptions would cause the units’ carrying amounts to exceed their recoverable amounts. A reduction in the estimated growth rate by 5 percentage points, a reduction in the estimated EBIT margin by 1 percentage point or an increase in WACC after tax by 1 percentage point would not lead to impairment losses in either of the units.



GROUP

Company Owned by Date of acquisition Registered office Total DAT ownership and voting interest

subsidiaries

Data Respons Norge AS Data Respons ASA 27.11.2001 Bærum 100 %

Data Respons Asia AS Data Respons ASA 17.02.2000 Bærum 100 %

Digitas AS Data Respons ASA 01.04.2006 Bærum 100 %

Data Respons AB Data Respons ASA 27.11.2001 Stockholm (SE) 100 %

Sylog Sverige AB Data Respons ASA 06.07.2007 Stockholm (SE) 75 %

Professional Finder AB Sylog Sverige AB 06.07.2007 Stockholm (SE) 75 %

Sylog Väst AB Sylog Sverige AB 26.09.2014 Göteborg (SE) 75 %

Sylog Öst AB Sylog Sverige AB 10.06.2015 Linköping (SE) 60 %

iWise AB Sylog Sverige AB 05.12.2013 Stockholm (SE) 75 %

YABS AB Sylog Sverige AB 08.10.2013 Stockholm (SE) 60 %

Data Respons A/S Data Respons ASA 27.11.2001 København (DK) 100 %

Data Respons GmbH Data Respons ASA 17.02.2005 Karlsruhe / Erlangen (DE) 100 %

associates / joint arrangements

TechPeople A/S Data Respons A/S 16.05.2012 Herlev (DK) 50 %

NOTE 4 SUBSIDIARIES AND OTHER INVESTMENTS

NOK 1000 2015 2014 2013

Current assets 112 316 83 883 79 966

Non-current assets 26 612 12 795 12 628

Current liabilities 92 514 72 205 68 432

Non-current liabilities 5 980 6 471 8 443

Revenue 294 506 233 161 209 376

Profit or loss 14 945 12 440 10 306

Dividends paid to non-controlling interests 0 2 633 4 442

* Includes fully owned subsidiaries of Sylog Sverige AB: Professional Finder AB, Sylog Väst AB and iWise AB. Also includes YABS AB and Sylog Öst AB which are owned 80 % by Sylog Sverige AB.

sylog sverige abData Respons controls 75 % of shares and voting rights in the subsidiary Sylog Sverige AB, and non-controlling interests hold the remaining 25 %. Sylog Sverige AB owns 100 % of shares and voting rights in Professional Finder AB, iWise AB and Sylog Väst AB. Sylog Sverige AB also owns 80 % of shares and voting rights in YABS AB and Sylog Öst AB. Sylog Öst AB was incorporated during 2015. Profit allocated to non-controlling interests were NOK 3.9 million in 2015 (2014: NOK 3.1 million), and at the end of the year non-controlling interests amounted to NOK 27.5 million (2014: NOK 20.2 million). Summarised financial information for the Sylog Group:


lundinova abIn June 2015, Data Respons sold its remaining ownership of 50 % of the shares in Lundinova AB. The shares were sold at book value of NOK 0.7 million and the transaction did not result in any significant effect on the consolidated income statement. Data Respons does not hold any shares in Lundinova AB following the transaction. The investment was classified as a joint venture according to IFRS 11, and was accounted for using the equity method until May 2015. Below data represents DAT share of financials from January until May 2015.

techpeople a/sData Respons A/S owns 50 % of the shares in TechPeople A/S. KIF Invest ApS owns the remaining 50 % of the company. Shares, voting rights and board representation is divided equally among the two owning parties, and important decisions require consensus between the owners. The invest-ment is classified as a joint venture according to IFRS 11, and is accounted for using the equity method.

The group’s share of the result in the joint ventures, and its aggregated assets and liabilities, are as follows:

DAT share Financial year 2015 At December 31, 2015

NOK 1000 Revenue Profit or loss

Other compr. income

Total compr. income

Operatingcash flow

Assets Liabilities Carrying value

Lundinova AB 5 250 -10 0 -10 -243

TechPeople A/S 20 765 552 0 552 967 4 551 3 553 1 841

Data Respons received a dividend payment of DKK 0.5 million from TechPeople A/S in 2015. Data Respons has no commitments to provide financial support to the joint venture.

DATA RESPONS ASA

Company Currency Issued capital Ownership Book value (NOK 1000)

subsidiaries

Data Respons Norge AS NOK 1 387 100 % 163 153

Data Respons Asia AS NOK 1 100 100 %

Digitas AS NOK 100 100 %

Data Respons AB (SE) SEK 100 100 % 24 457

Sylog Sverige AB (SE) SEK 100 75 % 44 615

Data Respons A/S (DK)* DKK 2 277 100 % 22 050

Data Respons GmbH (DE) EUR 100 100 % 52 056

Total subsidiaries 306 333

Investments in subsidiaries are carried using the historical cost method in the parent company’s financial statements. Data Respons ASA sold its own-ership of 50 % of the shares in Lundinova AB in June 2015. Until the point of sale, the investment in the joint venture was accounted for using the equity method.

The impairment test performed as of December 31, 2015 did not result in any impairment of book value of the investments. The impairment test for book value of subsidiaries and joint ventures in the Data Respons ASA company accounts were based on the same assumptions as used in the impairment test of goodwill in the group accounts. Refer to Note 3 for further specification.



NOK 1000GROUP DATA RESPONS ASA

GOODS PURCHASED FOR RESALENOK 1000 2015 2014 2013 2015 2014 2013

Historical cost 54 019 42 798 57 145

Write-down and provisions for obsolescence -927 -902 -573

Book value 53 093 41 896 56 572 - - -

Value of inventory pledged as collateral 40 000 40 000 40 000

CHAPTER 3: FINANCIAL STATEMENTS AND NOTES| Note 5 - 6

BUSINESS ACQUISITIONS

There were no business acquisitions in 2014 or in 2015.

NOTE 5 BUSINESS COMBINATIONS

NOTE 6 INVENTORIES

SUMMARY OF ACQUISITIONS IN PREVIOUS YEARS

On December 5, 2013, Sylog Sverige AB acquired 100 % of the shares in iWise AB. The total consideration for the shares was NOK 14.1 million, consisting of a cash consideration of NOK 5.6 million and estimated additional payments of NOK 8.5 million that are contingent on the company’s financial performance over the period of 2014 - 2016. Considering the realised profits of iWise during 2015, the estimated earn-out obligation has been reduced by NOK 0.1 million, resulting in a gain that is recognised as other operating expenses in the income statement. An interest cost related to the earn out obligation of NOK 0.2 million has been expensed as a financial item in the income statement.

2013

NOK 1000 iWise AB

Cash and cash equivalents 2 280

Trade and other receivables 7 076

Trade and other payables -7 244

Deferred tax liabilities -427

Total identifiable net assets 1 685

Goodwill 12 452

Total consideration 14 138

The following table summarises the assets acquired and the liabilities assumed recognised at the acquisition date:


DATA RESPONS ASA Current receivables Current liabilities

NOK 1000 2015 2014 2013 2015 2014 2013

Data Respons Norge AS 390 255 - 1 003 359 23

Data Respons Asia AS 695

Data Respons AB 7 13

Sylog Sverige AB 45

Data Respons GmbH 6792

Total 396 255 695 1 010 371 6 861


AGING ANALYSIS OF TRADE RECEIVABLES

NOK 1000 Carrying amount Not due Number of days past due date

0-30 31-60 61+

Trade receivables as of December 31, 2015 195 403 164 016 24 641 3 097 3 650



Losses on trade receivables are classified as other operating expenses in the income statement. Maximum credit risk is represented by the row Total receivables.

NOTE 8 INTERCOMPANY BALANCES


NOK 1000 2015 2014 2013 2015 2014 2013

Trade receivables 195 403 171 907 178 822 404 255

Provisions for impairment of receivables -1 470 -1 807 -1 729

Trade receivables, net 193 933 170 100 177 094 404 255 -

Accrued revenue 4 288 3 162 1 604

Prepayments 10 389 9 534 8 269 986 917 1 111

Other current receivables 4 287 3 429 3 192 25 54 805

Total other receivables 18 965 16 125 13 064 1 011 971 1 915

Total receivables 212 898 186 225 190 158 1 416 1 226 1 915

Provisions as of January 1 1 807 1 729 2 196

Realised losses -381 -121 -1 405

Provisions for the period 45 200 973

Disposals from sold companies -35

Provisions as of December 31 1 470 1 807 1 729 - - -

NOTE 7 TRADE AND OTHER RECEIVABLES

Data Respons ASA had an overdraft of NOK 45.4 in the corporate cash pool at December 31, presented as short term loans from group companies in the statement of financial position.

Sales revenue for Data Respons ASA consists mainly of group management fee.There are no significant intercompany receivables or liabilities at the end of 2015.



The registered share capital of Data Respons ASA consisted of 48 940 794 shares with a par value of NOK 0.50 as of December 31, 2015. Each share carries one vote.

A total of 7.3 million shares were traded and 1 914 transactions were registered at the Oslo Stock Exchange during the year. At the end of the year Data Respons ASA had 978 Norwegian shareholders and 51 foreign shareholders. Foreign shareholders owned 10 % of the shares.

During 2015, no treasury shares were bought or sold. The company did not own any treasury shares at the end of the year.

In 2015, 387 000 new shares were issued in connection with the company’s employee share saving scheme. Data Respons has implemented an em-ployee share saving scheme directed at all employees in Data Respons Norway, Sweden and Denmark where each employee may subscribe to a maxi-mum of 10 000 shares. The subscription price was set to NOK 9.71 per share, representing the weighted average share price of transactions in the DAT share on Oslo Stock Exchange during the 10 working days following the 2015 annual general meeting from April 17 to April 30 less a 25 % discount. A total of 64 employees subscribed to 387 000 new shares.

On the basis of an authorisation granted by the annual general meeting held on April 16, 2015, the Board of Directors resolved to increase the share capital by NOK 193 500 from NOK 24 276 897 to NOK 24 470 397 through the issue of 387 000 new shares with a nominal value of NOK 0.50 per share. The Articles of Association were adjusted accordingly.

NOTE 9 SHARE CAPITAL, SHAREHOLDERS, EARNINGS PER SHARE

LIST OF 20 LARGEST SHAREHOLDERS AS OF DECEMBER 31, 2015

Shareholder Ordinary shares Proportion of ownership

CUSTOM HOLDING AS 14 666 051 29.97 %

MP PENSJON PK 4 821 000 9.85 %

STOREBRAND VEKST 2 749 873 5.62 %

JP MORGAN CHASE BANK, NA 2 090 282 4.27 %

VARNER INVEST AS 1 500 000 3.06 %

MERTOUN CAPITAL AS 1 300 000 2.66 %

NORDEA NORDIC SMALL CAP FUND 1 279 797 2.61 %

STOREBRAND NORGE I 1 125 947 2.30 %

DNB NOR MARKETS, AKSJEHAND/ANALYSE 1 100 000 2.25 %

HERAL INVESTMENT TRUST (BAILL) 965 676 1.97 %

NHO - P665AK 886 712 1.81 %

VERDIPAPIRFONDET STOREBRAND OPTIMA 727 413 1.49 %

HAAKON MORTEN SÆTER 563 211 1.15 %

LEIF HÜBERT 500 000 1.02 %

BERNT AS 490 136 1.00 %

ALTEA PROPERTY DEVELOPMENT AS 431 717 0.88 %

NOMINEE KONTO CARNEGIE INVESTMENT BANK AB 421 094 0.86 %

VERDIPAPIRFONDET DNB SMB 405 000 0.83 %

VENTOR AS 384 257 0.79 %

METZLER EURO SMALL + MICRO CAP 355 000 0.73 %

TOTAL 36 763 166 75.12 %

OTHER 12 177 628 24.88 %

TOTAL NUMBER OF SHARES 48 940 794 100.00 %

SHARE ISSUES IN 2015

Date Type Subscription price Number of shares After new issue

21.02.2015 Capital increase 8.36 387 000 48 940 794



DIVIDENDS

On the annual general meeting on April 16, 2015, the dividend for 2014 of NOK 1.00 per share was approved. The dividend of NOK 48.6 million was paid in May 2015 and the DAT share traded ex dividend on April 17, 2015. The Board of Directors propose to distribute a dividend of NOK 1.00 per share for 2015. Following the resolution by the annual general meeting on Thursday April 14 the DAT share will be traded ex-dividend on April 15, 2016.

NOK 1000 2015 2014 2013

Profit/loss for the year attributable to the equity holders of the company (NOK 1000) 42 560 37 672 29 399

Weighted average number of outstanding shares (1000) 48 790 48 501 48 330

Effect of dilution:

-Employee share option scheme 800 400

Weighted average number of outstanding shares, diluted (1000) 49 590 48 901 48 330

Earnings per share, basic 0.87 0.78 0.61

Earnings per share, diluted 0.86 0.77 0.61

CALCULATION OF TIME-WEIGHTED SHARES

Date Number of shares* Number of days Weighted number of shares

01.01.2015 48 553 794 140 18 882 031

21.05.2015 48 940 794 220 29 908 263

360 48 790 294

EARNINGS PER SHARE

The earnings per share ratio is calculated by dividing the Profit/loss for the year attributable to the company’s shareholders by a time-weighted average of outstanding ordinary shares throughout the year, less the company’s treasury shares.

The diluted earnings per share ratio is based on the same calculation as above, however, it also takes into account potential shares that have been outstanding during the period and will have a diluting effect, i.e. reduce the earnings per share for the ordinary shares. The company has only one category of potential shares that can result in dilution: share options. Potential ordinary shares are treated as dilutive only if their conversion to ordinary shares would decrease profit per share or increase loss per share from continuing operations attributable to ordinary equity holders.

POWER OF ATTORNEY TO ISSUE SHARES AND PURCHASE TREASURY SHARES

Passed Type Year issued

Maximum share limit

Shares issued/purchased 2015

Remaining number of shares Duration

16.04.2015 Capital increase 2015 4 000 000 387 000 3 613 000 Until 14.04.2016

16.04.2015 Treasury shares 2015 800 000 800 000 Until 14.04.2016

The Board of Directors has been granted power of attorney to increase the company’s share capital by a maximum of NOK 2 000 000 through the issue of maximum 4 000 000 new shares, each with a par value of NOK 0.50. The authorisation is valid until the annual general assembly in 2016 and can be used by the board in connection with acquisitions of new companies within the company’s core business and strategy, in connection with the company’s employee share saving scheme or to raise cash. The company’s shareholders have waived their pre-emptive subscription rights in accordance with Section 10-4 of the Norwegian Public Limited Companies Act. The board may decide that the share deposit shall take the form of assets other than cash or rights to incur particular obligations for the company pursuant to Section 10-2 of the Norwegian Public Limited Liability Companies Act.

The Board of Directors has been granted power of attorney to purchase up to 800 000 treasury shares with an equivalent nominal value of NOK 400 000. The amount which may be paid per share is to be minimum NOK 1.00 and maximum NOK 20.00. The board is free to choose the method by which the purchase or sale is executed. The authorisation is valid until the annual general meeting in 2016. The purpose of the authorisation is to give the company the facility to implement buy-back of shares with subsequent cancellation, in order to optimise the company’s capital structure. Furthermore, the company wishes to be able to use such authorisation to purchase and sell treasury shares in connection with complete or partial settlement for acquired companies or in connection with the company’s employee share saving scheme .



NOK 1000 2015 2014 2013 2015 2014 2013

summary of temporary differences

Receivables 78 -14

Other current assets -818 -618 -222

Non-current assets -7 554 -8 264 -8 249 -1 126 -1 574 -1 465

Receivables in foreign currency -2 109 -1 957 -2 109 -1 957 -1 207

Pensions 357 74 803 -41

Provisions for contingent liabilities -913

Group contributions* -27 570 -40 752 -34 534

Total -11 036 -10 687 -7 683 -30 805 -44 284 -37 247

Untaxed reserves Sweden** 19 218 10 420 7 375

Tax loss carryforward*** -59 120 -49 150 -57 890 -2 823

Total positive /(negative) temporary differences -50 939 -49 417 -58 198 -30 805 -44 284 -40 070

Deferred tax asset at current tax rate*** 16 661 14 697 16 208 7 701 11 957 10 819

Of which, deferred tax assets not recognised*** 5 488 11 938 14 644

Deferred tax assets in the balance sheet 11 174 2 759 1 564 7 701 11 957 10 819

Deferred tax liability at current tax rate 4 228 2 292 1 623

Deferred tax liability in the balance sheet 4 228 2 292 1 623 - - -

* In accordance with IFRS, group contributions are entered as income in the parent company the year after the allocation for tax purposes in the subsidiaries.

** Tax loss carryforward was presented net of untaxed reserves in Sweden until 2014. From 2015, we present the basis split between these two elements. Comparative figures have been adjusted accordingly.

*** 2015 amount includes unrecognised tax loss carryforward in Data Respons GmbH of NOK 13.4 million (NOK 4.0 million at 30 % tax rate) which, due to uncertainties regarding the amount, was not reported as basis for deferred tax in 2013 and 2014. Comparative figures are not adjusted.

NOTE 11 INCOME TAX


The deferred tax assets in the balance sheet relate primarily to the tax loss carryforward in Data Respons A/S in Denmark and other temporary differences in the Norwegian group companies. These companies have shown healthy profits, and it is expected that it will be possible to utilise the deferred tax assets within a reasonable timeframe. Unrecognised deferred tax assets mainly relate to the tax losses carryforward in Germany. The tax losses can be carried forward indefinitely.

The parent company is required to operate a company pension scheme pursuant to the Mandatory Occupational Pension Act, and operates a pension scheme that meets this requirement. This scheme covered a total of 5 people in 2015.

The group’s employees in Norway were members of a defined benefit pension scheme in 2013 that covered a disability pension. The pension liabilities were covered through an insurance company. This scheme was in December 2013 replaced by a defined contribution arrangement. The group does not have any significant defined benefit pension schemes as of December 31, 2015.

The group’s foreign subsidiaries have defined contribution pension schemes, and the expenses associated with these schemes are included under payroll expenses in the income statement. Payroll expense details are available in Note 15.

NOTE 10 PENSIONS




NOK 1000 2015 2014 2013 2015 2014 2013

calculations of tax base for the year

Profit/loss before tax 48 514 50 376 44 062 25 391 34 309 42 543

27 % tax (2013: 28 %) 13 099 13 602 12 337 6 856 9 263 11 912

tax effect of:

Permanent differences 752 507 933 150 -3 774 -1 958

Change in not-recognised deferred tax **** -10 031 -3 460 -707

Adjustment from previous years -1

Differences in tax rates -1 920 -1 074 -798

Changes in tax rates 125 613 616 401

Income tax expense (revenue) for the year 2 025 9 575 12 377 7 621 5 490 10 354

Effective tax rate 4 % 19 % 28 % 30 % 16 % 24 %

* Other current liabilities consists of additional payments according to earn-out agreements that are due within a year, see Note 13 for further information.


NOK 1000 2015 2014 2013 2015 2014 2013

Prepayments from customers 135 60 621

Accrued wages 33 583 31 217 29 221 999 1 519 1 322

Accrued expenses 24 937 20 303 27 966 1 115 1 273 7 880

Other current liabilities* 2 371 1 985 1 833

Total other current liabilities 61 025 53 565 59 642 2 114 2 792 9 202

NOTE 12 OTHER CURRENT LIABILITIES


NOK 1000 2015 2014 2013 2015 2014 2013

income tax expence comprises

Income tax payable in Norway 3 366 6 627 3 366 6 627

Income tax payable outside Norway 5 285 3 514 3 452

Total income tax payable 8 651 10 141 3 452 3 366 6 627 -

Change in deferred tax in Norway 58 -77 9 284 4 255 -1 138 10 354

Change in deferred tax outside Norway -6 684 165 -265

Total change in deferred tax -6 626 88 9 019 4 255 -1 138 10 354

Unrecognised change in deferred tax -654 -94

Total income tax expense/(revenue) 2 025 9 575 12 377 7 621 5 490 10 354

**** Includes previously not-recognised deferred tax assets in Denmark of NOK 10.4 million.


NOK 1000GROUP

NOK 1000 2015 2014 2013

Provisions as of January 1 6 164 8 654 -

Recognised in the income statement during the year

- Interest cost 223 344

- Re-estimation of earn-out liability -145 -1 087

Recognised in the balance sheet during the year

- Paid during the year -1 780 -1 800

- Additions from acquired companies 8 654

- Translation differences 190 53

Provisions as of December 31 4 651 6 164 8 654

Classified as current liability in the balance sheet 2 371 1 985 1 833

Classified as non-current liability in the balance sheet 2 280 4 179 6 821


OTHER PROVISIONSIn connection with acquisition of companies, an earn-out agreement is often entered into, where the previous owners receive additional payments based on the performance of the acquired company in a specified time period after the acquisition. All Earn-out obligations relate to the acquisition of iWise AB, see Note 5 for further details. The additional payments will be made in cash by the acquiring company Sylog Sverige AB. Remaining earn-out obligations from the acquisition will be settled in two remaining payments in March 2016 and March 2017.

The parent company does not have any earn-out obligations as of December 31, 2015.

ESTIMATED EARN-OUT PAYMENTS

NOTE 13 OTHER PROVISIONS FOR LIABILITIES

NET PRESENT VALUE (NOK 1 000) 2016 2017 Total

Provision as of December 31, 2015 2 371 2 280 4 651



NOK 1000 2015 2014 2013 2015 2014 2013

guarantees

Guarantees 7 897 5 511 4 740 440 435 435

book value of secured assets used as collateral

Trade receivables 54 834 57 336 63 518

Inventories 29 684 30 655 46 324

Total 84 518 87 991 109 842 - - -

The Board of Directors, group management and other key employees are required to report any potential related party transactions. Other than ordinary business transactions between group companies there have been no related party transactions in 2015. All transactions within the group are based on ordinary commercial terms using the arm’s length principle.

For the parent company, transactions with group companies consist mainly of fees for group management services.

See Note 15 for information on the remuneration of group management and Board of Directors, as well as Note 8 for balances between Data Respons ASA and other group companies.

NOTE 14 RELATED PARTY TRANSACTIONS

GUARANTEESGuarantees of NOK 7.4 million have been provided in connection with lease agreements and a guarantee of SEK 0.5 million has been provided to Swedish customs .

Guarantees and overdraft facilities are secured by a lien on inventory, machinery and equipment and trade receivables in Data Respons Norge AS. A total lien of NOK 40 million has been placed on inventories, and a total lien of NOK 70 million has been placed on trade receivables.

CHAPTER 3: FINANCIAL STATEMENTS AND NOTES | Note 13 - 14



employee expenses

NOK 1000 2015 2014 2013 2015 2014 2013

Wages and salaries 226 992 205 739 202 221 6 556 6 953 6 388

Social security tax 52 315 46 760 45 379 1 468 1 729 1 151

Pension expenses, defined benefit scheme -51 -2 570 -41 -132

Pension expenses, defined contribution scheme 18 580 16 187 13 494 143 280 179

Other benefits 17 648 14 351 13 717 672 675 1 105

Total 315 535 282 116 272 241 8 839 9 595 8 691


Salaries and fees Pensions

Other benefits in kind

Total remuneration

No. of shares

No. of options

Kenneth Ragnvaldsen, CEO 2 731 372 72 624 191 872 2 995 868 262 000 300 000

Jørn Toppe, COO 1 887 119 71 088 41 535 1 999 742 204 937 150 000

Rune Wahl, CFO 2 001 028 72 540 166 351 2 239 919 62 000 150 000

Ole Jørgen Fredriksen, Chairman of the Board 430 000 430 000 225 544

Kathryn Moore Baker, Board member 230 000 230 000

Ulla-Britt Fräjdin-Hellqvist, Board member 195 000 195 000 10 000

Erik Langaker, Board member 210 000 210 000

Åsa Grübb-Weinberg, Board member, employee representative 30 000 30 000 4 000

Jarl Guntveit, Board member, employee representative 30 000 30 000 17 000

Haakon Sæter, Nomination committee member 20 000 20 000 572 376

Narve Reiten, Nomination committee member 15 000 15 000

Andreas Berdal Lorentzen, Nomination committee member 15 000 15 000

SHARES, OPTIONS AND REMUNERATION TO THE CEO, KEY EMPLOYEES, BOARD OF DIRECTORS AND NOMINATION COMMITTEE

REMUNERATION OF THE BOARD OF DIRECTORSOn April 16, 2015 the annual general meeting decided that the remuneration of the Board of Directors should be a fixed salary of NOK 400 000, NOK 190 000 and NOK 30 000 for respectively the chairman of the board, shareholder elected board members, and employee representatives. Based on the current composition of the Board of Directors this amounts to a total of NOK 1 030 000 in remuneration. In addition, a compensation per meeting shall be paid to members of the Audit committe and Compensation committee of NOK 10 000, NOK 5 000 and NOK 2 500 for respec-tively the committee leaders, members or employee representatives . For the Nomination committee, NOK 25 000 shall be paid to the leader and NOK 20 000 shall be paid to other members. No loans or guarantees have been provided to the Board of Directors, key employees, other employees or their related parties. There are no shareholder agreements in Data Respons ASA.

The average number of employees during the financial year was 5 in the parent company. The average number of employees in the group was 390, and there were 404 employees at the end of the year. There were 67 female employees in the group, 11 of whom were top or middle managers.

NOTE 15 EMPLOYEES AND REMUNERATION

BOARD’S GUIDELINES AND MAIN PRINCIPLES FOR THE STIPULATION OF SALARIES AND OTHER REMUNERATION TO KEY EMPLOYEES

OBJECTIVEThe objective of the remuneration policy for the CEO and other senior management is to provide a competitive compensation that contains incentives to work for profitable growth and long term value creation for the shareholders within the scope of the company’s adopted values and strategies. The Board of Directors is in general positive to compensation that ensures convergence of the financial interests of the executive personnel and the shareholders.


AUTHORITYThe Board shall determine the salary and other remuneration to the CEO. The CEO shall determine the salaries and other remuneration for other senior management. The Board shall establish guidelines for remuneration to other senior management. Any remuneration to other senior management beyond the guidelines shall be approved by the Board of Directors. Any share-based incentive plans should always be approved by the Board.

GUIDELINES AND PRINCIPLES FOR REMUNERATIONThe CEO and other senior management shall be paid a competitive fixed basic salary and other administrative benefits in line with similar positions in comparable companies in Norway. In addition to the fixed salary, the CEO and other senior management have annual variable salaries through bonus agre-ements in which payments are dependent on achieving goals for profitability improvement, growth and cash flow targets for the company. For the CEO and other senior management the variable salary shall be a maximum of 50 % of the fixed base salary.

The company has established a share savings programme for employees in order to create dedication for value creation and ensure convergence of the financial interests of the employees and the shareholders. The CEO and other senior management are invited to participate in the programme on equal terms as other employees. Employees subscribe to shares at a maximum of 25 % discount to market value at the time of share subscription. The Board of Directors decide on the on the maximum amount of shares that can be subscribed by employees and the discount. 387 000 new shares were issued under this programme in 2015, refer to note 9 for further information. In order to create a long term incentive for value creation and attract and retain key person-nel, the company has a share option scheme for the CEO and other senior management in accordance with the approved framework at the annual general meeting held in 2013. The share option scheme with a duration of three years was established to give the company’s management incentives to create value for the shareholders. The CEO and other senior management are covered by the prevailing defined contribution pension schemes on the same terms as other employees. The company does not have any defined benefit pension or insurance schemes. The CEO is entitled to 12 months’ salary after termina-tion or amendment of his position/employment. Other senior management have a mutual notice period of up to six months and no special arrangements.


EMPLOYEE SHARE OPTION SCHEME FOR SENIOR MANAGEMENTOn April 25, 2013 the annual general meeting of Data Respons ASA approved a share option program for 6 employees in top management positions with a total scope of 1 200 000 options. The options will be issued in 3 equal parts over a 3 year period. The share options can only be exercised in the 10 business days following the annual general meeting in 2016, scheduled for April 14, 2016. The strike price is set at market price the start of each vesting period for the 1/3 issued. In May 2013 the strike price for the first vesting period was set to NOK 6.92. In May 2014, the strike price for the second vesting period was set to 9.11. In May 2015, the strike price for the third and final vesting period was set to NOK 13.02 . Strike prices for options granted are adjusted for subsequent dividend payments. The first 400 000 options was issued in May 2014, another 400 000 options were issued in May 2015 and the last 400 000 options under this agreement will be issued on April 14 2016, totalling 1 200 000 options. In addition to remuneration to senior employees shown in the table above, a cost of NOK 140 thousand for CEO options and NOK 70 thousand for CFO and COO options has been recognised in the income statement in 2015.

Remunerations to the auditor are presented net of VAT.GROUP DATA RESPONS ASA

REMUNERATION TO THE AUDITOR

NOK 1000 net of VAT 2015 2014 2013 2015 2014 2013

Auditing services 960 878 983 190 190 290

Other certification services 25 35 22 9 20 9

Tax advice 26 24 22

Other non-auditing services

The fair value of the options granted to employees has been calculated using the Black & Scholes’ valuation model for options. The most important input data included the share price of NOK 7.00 when granted, estimated exercise price of NOK 6.92 for all 3 years, estimated volatility of 43.15 % based on the share prices over a period of one year leading up to the issue date, risk-free interest rate of 1.26-1.51 %, and a term of 1, 2 and 3 years, respectively. The cost is calculated based on the total of 1 200 000 options to be issued and will be accrued over the vesting period with deductions for the estimated number of forfeited options. In accordance with IFRS 2, the fair value of options granted to employees is accrued over the vesting period and in 2015 a total of NOK 0.4 million was expensed related to options granted to the CEO and key employees. The cost for the option scheme amounted to NOK 0.316 per option.

NOK 10002015 2014 2013

NOK 1000 Average Exercise price Options Average

Exercise price Options Average Exercise price Options

NOK 1 000 NOK 1 000

As of January 1 5.92 400 - - 8.26 1 450

Granted 9.11 400 6.92 400 7.11 725

Expired -7.87 -2 175

Dividend adjustment -1.00 -1.00

As of December 31 6.52 800 5.92 400 - -

MOVEMENTS IN THE NUMBER OF OUTSTANDING SHARE OPTIONS AND THE ASSOCIATED WEIGHTED AVERAGE EXERCISE PRICES ARE AS FOLLOWS:



NOK 1000 2015 2014 2013 2015 2014 2013

financial income

Interest received from group companies 34 49

Interest income 363 1 186 2 013 36 725 1 564

Other financial income 4 141 5 371 4 904 889 3 670

Total other financial income 4 504 6 557 6 917 36 1 647 5 284

financial expenses

Interest expenses 973 1 305 2 549 517 699 1 528

Other financial expenses 9 748 9 352 6 837 4 323 4 904 2 287

Total other financial expenses 10 721 10 657 9 386 4 840 5 603 3 816



NOK 1000 2015 2014 2013 2015 2014 2013

Cash and bank deposits 39 016 42 833 44 143 422 -17 303 19 773

– of which restricted -4 846 -4 612 -13 250 -422 -360 -349

Unrestricted cash and cash equivalents 34 170 38 221 30 893 - -17 663 19 424

Unutilised overdraft facilities 40 000 40 000 40 000 40 000 40 000 40 000

Unutilised other credit facilities 40 000 40 000 40 000 40 000 40 000 40 000

Cash reserve 114 170 118 221 110 893 80 000 62 337 99 424

Data Respons has established a corporate account system in which Data Respons ASA is the corporate account holder, while the other group com-panies are subaccount holders. The bank can set off any withdrawals or deposits against each other, so that the net position represents the balance between the bank and Data Respons ASA. As of December 31, 2015 there was a net positive balance in the corporate account system of NOK 20.3 million. The overdraft limit for the corporate cash pool system is NOK 40 million, and the group had unrestricted cash outside the cash pool of NOK 13.8 million. In addition to the NOK 40 million overdraft limit, Data Respons also has available unutilised credit facilities of NOK 40 million as of December 31, 2015. The NOK 40 million credit facility is available to the company until end of March 2016 and the company has received an offer to renew the credit facility until March 2021. The total unutilised cash reserve for the group at December 31, 2015 is NOK 114.2 million. Restricted cash consists of employee’s tax deductions of NOK 4.8 million.

There are financial covenants which may restrict the use of the credit facilities. The equity-to-asset ratio should be minimum 40 % for the group. As of December 31, 2015 the ratio was 59 %. Furthermore, there is a covenant requirement that the net interest bearing debt divided by a 12 months rolling consolidated EBITDA should not exceed 3.0. As of December 31, 2015 there was no net interest bearing debt.

NOTE 16 FINANCIAL ITEMS

NOTE 17 CASH AND CASH EQUIVALENTS


NOK 1000 2015 2014 2013 2015 2014 2013

Expenses related to premises and equipment 21 399 19 515 20 672 681 652 616

External services 6 354 6 249 5 615 2 624 3 216 2 825

Marketing expenses 7 637 8 166 6 351 565 746 860

Other operating expenses 27 309 24 751 24 072 5 025 3 861 3 897

Total 62 698 58 682 56 710 8 895 8 475 8 199

NOTE 18 OTHER OPERATING EXPENSES



The group’s activities expose it to a variety of financial risks, including price risk, interest rate risk, currency risk, credit risk and liquidity risk. Overall these risks are regarded as low. Risk management is performed by the group’s central finance department under the guidelines set out by the Board of Directors. The main principle is to minimise exposure to financial risk, and the group holds no financial assets or liabilities for speculative purposes. There have been no significant changes in the group’s objectives, policies or processes for managing capital during the reporting period.

MARKET PRICE RISK As of December 31, 2015 all significant financial assets and liabilities are classified as loans or receivables under IAS 39, and their value is not subject to any market price risk.

CREDIT RISKThe group’s exposure to non-payment of contractual obligations is reflected by outstanding trade receivables and accrued revenue specified in Note 7. Identified default risks for individual customers are reflected in bad debt allowances. Data Respons’ customers largely consist of large and medium-sized companies with good solvency, and the customer base is diversified into different vertical market segment. Neither of the group’s operating segments had any significant concentration of credit risk. Credit checks are performed on new customers. Historically, bad debt losses have been low, and the group does not expect to see any major increase in losses.

LIQUIDITY RISK AND CAPITAL MANAGEMENT The primary objective of Data Respons’ capital management is to maintain a healthy capital ratio to support the group’s continued operations, divi-dend payments according to the established dividend policy and for potential expansion.

Dividend policy:- Data Respons objective is to pay out a minimum of 50 % of net income in the form of dividends - The payout should reflect Data Respons aim to give its shareholders competitive returns benchmarked against alternative investments in compa-rable companies. - The dividend pertaining to a fiscal year will be declared at Data Respons annual general meeting in the following year.- Data Respons may consider buying back shares in addition to ordinary dividend payments. Such considerations will be made in the light of the financial situation of the company.

The group will primarily finance dividends and potential expansions through cash generated by the operational activities. To cover temporary funding needs, the group has secured a credit facility of NOK 80 million. There are financial covenants which may restrict the use of the credit facilities, see Note 17 for specifications regarding cash and credit facilities. The group has 45-90 days in credit terms from the main suppliers. Surplus cash hol-dings will be kept in interest-bearing bank accounts with reputable banks. As of December 31, 2015 the group has NOK 39.0 million in cash and no interest-bearing debt and the debt ratio is considered as appropriate.

CURRENCY RISKData Respons has operations in five different countries with five different currencies and is as such exposed to currency fluctuations when translating into the group currency NOK. The company does not have significant financial instruments, receivables or loans in foreign currency other than short term accounts receivables and accounts payables, and as such Data Respons does not have significant exposure related to currency fluctuations. Exposure from individual subsidiaries vary according to the nature of their business. The Services segment abroad generate a currency exposure for the group on the net profit only, as both revenue and expenses are in the same local currency. Hedging has been deemed unnecessary. For the Products & Solutions segment the exposure is higher, as parts are purchased from different suppliers across the globe and predominately invoiced in USD or EUR. With most of our major customers, the group has entered into a agreements whereby material fluctuations in price of components due to currency, lead to a corresponding adjustment of the selling price. The group then achieves a natural hedge on a significant part of its embedded products and solutions sales. In instances where it is not possible to enter such an agreement with the customer, currency hedges on large deliveries of components will be considered.

INTEREST RATE RISKData Respons primarily finances its operations and acquisitions through equity and cash generated from operational activities, and has no investments in long-term interest-bearing financial assets or interest bearing debt. Consequently the exposure to interest rate fluctuation is low and hedging is deemed unnecessary.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant:

NOTE 19 FINANCIAL RISK MANAGEMENT

NOK 1000 Increase/ decrease in basic points Effect on profit before tax

2015+100 264

-100 -264

2014+100 298

-100 -298



The group does not have significant costs related to R&D activities. No intangible assets were capitalised in the balance sheet related to product development in 2015.

NOTE 20 RESEARCH AND DEVELOPMENT

No government grants have been awarded in 2015.

In 2014, Data Respons had two research projects approved as R&D projects covered by the SkatteFUNN scheme in accordance with Section 16-40 of the Taxation Act. NOK 86 637 was recognised in the income statement as a reduction in employee expenses and included in the balance sheet under other receivables.

NOTE 21 GOVERNMENT GRANTS

In January 2016, Data Respons strengthend its position in Services in Sweden by the acquisition of South Pole Consulting AB.

Sylog Sverige AB, a subsidiary of Data Respons, entered into an agreement to acquire 100 % of the shares in South Pole Consulting AB. South Pole Consulting has 10 employees located in Stockholm and are experts in embedded Linux. The acquisition strengthens Sylog’s position as a leading player within embedded services in Stockholm. South Pole Consulting expects a turnover of SEK 12 million for 2016 with an operating margin of approximately 10 %. The company will be consolidated into Data Respons’ financial statements from 2016. An agreement has been reached for a cash consideration of SEK 2.8 million with additional payments depending on the company’s development over the next two years.

There have been no other events subsequent to the reporting period that might have a significant effect on the financial statements for 2015.

NOTE 22 EVENTS AFTER THE BALANCE SHEET DATE

NOTE 23 FINANCIAL ASSETS AND LIABILITIES

All significant financial assets are classified as loans and receivables and all significant financial liabilities are measured at amortised cost. The group does not hold significant financial assets or liabilities measured at fair value through profit or loss, held-to-maturity investments or available-for-sale financial assets.

EDITOR-IN-CHIEF:Kenneth RagnvaldsenCEO, Data Respons ASA

PUBLISHER:Data Respons ASA, Sandviksveien 26, 1363 HøvikTel: +47 66 11 20 [email protected]

EDITOR:Lynda Haig Thoresen Senior Marketing ConsultantTel: +47 99448134 Email: [email protected]


CHAPTER 3: FINANCIAL STATEMENTS AND NOTESAuditor’s report

AUDITOR’S REPORT


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GROUP HQData Respons ASASandviksveien 26NO-1363 Høvik, NorwayTel.: +47 67 11 20 [email protected]

DENMARKData Respons A/SSmedeholm 10DK-2730 HerlevTel.: +45 88 32 75 [email protected]

NORWAYData Respons Norge ASSandviksveien 26NO-1363 HøvikTel.: +47 67 11 20 [email protected]

GERMANYData Respons GmbHAmalienbadstr. 41, Bau 53DE-76227 KarlsruheTel.: +49 721 480 887 [email protected]

TAIWANData Respons ASA18F-6 NO. 738, Chung-Cheng Road, Chung-Ho, New TaipeiTel.: +886 2 8226 2150

SWEDENData Respons ABJan Stenbecks Torg 17, IIISE-164 40 KistaTel.: +46 8 501 688 [email protected]

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