Norconsult : Annual Report 2023

Norconsult

Annual and Sustainability Report 2023

Contents	Introduction | This is Norconsult | Corporate Governance | Sustainability report | Norconsult Awards	Market areas | Board of Director's report | Group Financial Statement | Parent Financial Statement | Auditor's report | Appendix

Iceland

Finland

Sweden

Norway

Denmark

Our 6,300 employees work in nearly 140 offices..	Poland
Our head office is in Sandvika, close to Oslo, Norway..

Contents

Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Norconsult in brief. . . . . . . . . . . . . . . . . . . . . . . . . . 5. . . .

Key figures for 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5. . . .

Message from the CEO. . . . . . . . . . . . . . . . . . . . . . .6 . . . . .

This is Norconsult . . . . . . . . . . . . . . . . . . . . . . . . .8 . . . .

Business areas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12. . . . .

Corporate governance	. . . . . . . . . . . . . . . . . . . . . 14
Sustainability report	. . . . . . . . . . . . . . . . . . . . . . 28
General	. . . . . . . . . 30
Environment	. . . . . . . . .. 42
Social	. . . . . . . . ..58. . . .
Governance	. . . . . . . . . . .72 . . . .

Norconsult Awards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

Market areas.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

Board of Director's report 2023. . . . . . . . . . . . . . . . . . . . . . . . 94

Group Financial Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

Parent Financial Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . 146

Auditor's report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156

Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162

Front page: DTU, Technical University of Denmark, building 112 R3 is the winner of Norconsult Awards

Sustainability­category for 2023.. It is a new laboratory building for research into the recycling and utilisation of residual resources, such as waste, residual products, animal manure and construction waste.. Sustainability has been a priority in this project, and the achievement of a DGNB Gold certification has been a goal from the early project phase.. Norconsult has been responsible for all engineering disciplines, as well as project and ­sustainability management.. Photo Morten Olivarius

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Contents	Introduction	This is Norconsult | Corporate Governance | Sustainability report | Norconsult Awards	Market areas | Board of Director's report | Group Financial Statement | Parent Financial Statement | Auditor's report | Appendix

Norconsult in brief

Introduction

Norconsult is a leading pan-Nordic interdisciplinary consulting firm combining engineering, architecture and digital expertise across projects of all sizes, for private and public customers in infrastructure, energy and industry, buildings and architecture..

6 300	9 567 MNOK	516 MNOK
Employees	Operating revenue	Profit for the year

2019	2020	2021	2022	2023
4 300	4 600	5 100	5 600	6 300

1. 000

1. 000

1. 000

1. 000

1. 000
   0

			600
			500
			400
			300
			200
			100
			0
2021	2022	2023	2021	2022	2023

Key figures for 2023

13 %	10 %	6 124
Growth in income	Adjusted	FTEs
after external project costs	organic growth

9.5 %	1.83	81
Adj.. EBITA	Earnings	Employee
margin	per share	satisfaction*

*The TRIM index is a measure of the employees' satisfaction with their job and their employer, and includes questions regarding overall satisfaction, willingness to recommend Norconsult and turnover intention.. Target: TRIM>80

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Contents	Introduction	This is Norconsult | Corporate Governance | Sustainability report | Norconsult Awards	Market areas | Board of Director's report | Group Financial Statement | Parent Financial Statement | Auditor's report | Appendix

Message from the CEO:

The beginning of a new era for Norconsult

Norconsult's roots go back to 1929, when the company Engineer A. B. Berdal was established. Almost 95 years later, on 10 November 2023, Norconsult went public when the Company's shares were listed on Oslo Børs under the ticker NORCO. This marked the beginning of a new era for Norconsult.

The public listing of the Company attracted strong interest from high quality investors, including broad participation from leading Norwegian institutions as well as Nordic and international long only investors. Approximately 2 300 Norconsult employees and more than 3 300 retail investors subscribed for shares in the offering, further expanding the Company's shareholder base.

This major change in our ownership model was initiated by changes in the tax regulation which were not supporting Norconsult's ownership model, hence a comprehensive analysis and discussion around the Company's future ownership structure was initiated. After a thorough, open and inclusive process during 2022, it was decided

at an Extraordinary General Meeting in January 2023, with 88 percent of the votes cast and 96 percent support, that Norconsult should apply for a stock exchange listing.

With today's tax regulations it will be easier for Norconsult to secure a strong employee ownership and facilitate the Company`s growth when we are listed on the stock exchange. Norconsult's growth will continue to be a combination of organic growth and acquisitions. In terms of acquisitions, the focus will be on Sweden and Denmark, but we will also look at the rest of the Nordics where we over time aim for a top 3 position. Norconsult will be a sustainability frontrunner and aim for selective growth in hydro power, green industry and grid also outside of the Nordics. I also believe the

share listing will create an even more competent, innovative and professional Norconsult for our clients.

After a year of continued strong growth, we ended 2023 with approximately

6 300 employees. Once again Norconsult was ranked Norway's most attractive employer for consulting engineers in 2023 in a student ranking carried out by Universum, and in Universum Professional 2023 we were ranked Norway's most attractive employer for consulting engineers and Norway's second most attractive employer overall for engineers. For the third year in a row, Norconsult received the Career Company award

(Karriärföretag) in Sweden, which means that the company is considered to offer the best career and development opportunities for young talents. In Denmark, we were designated a gazelle company for several years of strong and profitable growth.

We are aware of the importance of our strong culture for employee ownership, therefore Norconsult invests in attractive share programs for the employees. The share programs create participation, loyalty and commitment. People are the cornerstone of our business which is why we are passionate about attracting, retaining and developing the best talent. We believe it is our collective forward- looking expertise and capabilities

that allow us to make the little big differences that add value for our clients. Consequently, we place great emphasis on the continuous development of our employees and fostering a positive working environment.

Approximately two thirds of the 13 percent growth in 2023 was organic. We were happy to also announce the acquisitions of LB Consult, Ingeniørværket, Franck Miljø- og Geoteknik (eastern branch), Planråd and SQM.

An uncertain sentiment continued to influence the market for Buildings & Architecture, while we saw a strong demand in the market for Energy

• Industry. The overall activity level within Infrastructure remained stable. All in all, the macroeconomic outlook continues to be uncertain, and the high level of geopolitical instability which characterised 2023 remains unchanged. At the same time, one of Norconsult's strengths is flexibility when demand fluctuates across markets.

Norconsult has considerable work force flexibility, a diversified mix of services and end-market exposures in the Nordics, and most of the demand for our services comes from the public sector. This makes us less exposed to short-term cyclicality in the general economy. We continue to expect a relatively stable market outlook going forward, given the macroeconomic uncertainties we are experiencing.

As a listed company Norconsult will without doubt continue to be a high- expertise company with a strong local presence that attracts, develops and retains leading talents who work every day to improve everyday life in the societies where we operate.

"We believe it is our collective forward-looking expertise and capabilities that allow us to make the little big differences that add value for our clients.

CEO of Norconsult, Egil Hogna

Photo Herman Dreyer

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Contents | Introduction	This is Norconsult	Corporate Governance | Sustainability report | Norconsult Awards	Market areas | Board of Director's report | Group Financial Statement | Parent Financial Statement | Auditor's report | Appendix

Oslo Børs on the day of the public offering, 10 November 2023.. Photo Herman Dreyer

This is Norconsult

Norconsult is a leading pan-Nordic interdisciplinary consulting firm combining engineering, architecture and digital expertise across projects of all sizes, for private and public customers in infrastructure, energy and industry, buildings and architecture.. Through creativity and innovation, and with our purpose Every day we improve everyday life, Norconsult are constantly seeking more sustainable and efficient solutions which are beneficial to society.. Headquartered in Sandvika, Norway, and approximately 6 300 employees across more than 140 offices in Norway, Sweden, Denmark, Iceland, Poland and Finland, we combine interdisciplinary knowledge with local presence..

Every year Norconsult solves thousands of small and large assignments for private and public clients.. The Company possesses leading expertise in several areas, such as transport, buildings, architecture, renewable energy, industry, water, planning, environment and digitalisation.. Norconsult offers consultancy services in all phases of

a project and follow up our clients all the way from the development of ideas and concepts, through planning and engineering design to operation and monitoring..

Listed on Oslo Børs

In 2023 Norconsult went public and the Company`s shares were listed on Oslo Børs 10 November 2023 under the ticker NORCO.. With a market capitalization of NOK 5..9 billion this was the largest share listing in Norway in 2023..

34 percent of the outstanding share capital were sold to new shareholders and the listing of the Company attracted strong interest from high quality investors, including broad participation from leading Norwegian institutions, as well as selected tier

1 Nordic and international long only investors.. Approximately 2 300 Norconsult employees and more than 3 300 retail investors subscribed for shares in the offering, further expanding the Company's shareholder base.. Total

number of employee shareholders were 4 100 when the Company was listed..

In connection with the listing of the Company, several companies in the Norconsult Group changed their names, including the parent company Norconsult Holding AS, which was converted into a public limited company and changed its name to Norconsult ASA (hereafter referred to as Norconsult, Company or Group)..

Our ambition

The ambition we have adopted at Norconsult is Every day we improve everyday life.. Our mission inspires us each day to challenge established truths and search for new solutions that can create an even more sustainable and productive society to live in for the future.. This makes us stand out from our competitors and helps us attract the right employees, exciting projects and be attractive to our private and public clients, in areas such as buildings, transport, renewable energy, water, industry, environment, architecture, planning and IT..

Strategy - Nordic ambitions The Board of Directors adopted a strategy for 2022-24 and regularly monitors the status of the strategy

vis-à-vis the business area action plans and an annual assessment of strategic risk.. Norconsult has a defined strategy

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Contents | Introduction	This is Norconsult	Corporate Governance | Sustainability report | Norconsult Awards	Market areas | Board of Director's report | Group Financial Statement | Parent Financial Statement | Auditor's report | Appendix

of becoming a leading Pan-Nordic interdisciplinary consultancy firm.. To attain this goal, distinguish ourselves from our competitors and contribute to further growth and development, the Company has identified three key points which define the strategy and philosophy..

1. Happy colleagues, 80 percent on employee satisfaction surveys
2. Happy customers, >80 percent on customers satisfaction surveys
3. Happy owners, 10 percent adj.. EBITA margin over the business cycle, #1 in Norway and top 3 in the Nordics

The ensuing four strategic priorities outline key action points to deliver on strategy and philosophy:

• Strengthen No.. 1 position in Norway
• Top 3 position in the Nordics
• A sustainability frontrunner
• No.. 1 on digital execution
• Pan-Nordicgrowth agenda with a strong focus on sustainability, digitalisation, and collaboration to support expansion

This essentially involves reinforcing Norconsult's number-one position in the Norwegian market, and generating growth in Denmark and Sweden, where Norconsult is a clear challenger, but also in rest of the Nordic countries.. The market strategy also includes being a sustainability front-runner and selective growth in hydro power, green industry and grid outside the Nordics..

Regarding sustainability, Norconsult's strategy is based on commitment to contribute to a sustainable development and the green transition.. The Company strive to be at forefront of the industry, leveraging sustainability as the core business advantage and act after the saying; Sustainability

in everything we do.. Norconsult's approach is to enable clients to address growing sustainability challenges, make a decent profit decently through sustainable operations, pursue competence development and knowledge sharing in addition to effective sustainability governance and reporting..

When it comes to collaboration, we are one Norconsult plays a key role, and Norconsult aims to be best in class when it comes to collaboration and sharing, both within the Group and with our clients and partners..

Norconsult has identified further areas to help us stand out from the competition during the strategy period.. Firstly, it is important to attract, develop and retain the best employees.. Norconsult must offer unrivalled expertise, a strong culture and a local presence that ensures proximity to our clients and makes us a more attractive employer.. Selective growth in the early phase of projects is also important, including participation in development work that leverages the Company's extensive service portfolio.. Renewable energy is another key area of our strategy, where a strong, competent and attractive specialist group spanning Norway and Sweden will provide a platform for further profitable growth..

Norconsult's overall goal is to have happy clients, happy employees and happy owners.. In 2023, employee surveys in each country revealed high levels of employee satisfaction for engagement and well-being, and comfortably passed the customer satisfaction targets..

A strong culture

One of the most important focus areas of Norconsult's strategy work is ensuring that the company attract, retain and develop the best employees, since this is crucial for the further success.. The corporate culture is summarized in LiVE, which comprises our principles for Leadership, Values and Ethics.. Our culture is based on diversity, transparency and mutual respect.. Our approach to leadership, values and ethics characterises the entire Group, from how we collaborate with our colleagues to client dialogue and how we conduct our business ethically and profitably.. Norconsult conducts an annual employee survey to establish a framework for continuous improvement.. The results of the 2023 employee survey confirm a strong corporate culture, with a high level of engagement and a view of Norconsult as an attractive workplace among both recent graduates and more experienced employees..

A high proportion of the Company's employees own shares in Norconsult and the Company invest in attractive share programmes.. The share programs in Norconsult are intended to help attract and retain employees in the Group, and to create participation, loyalty and commitment..

Norconsult's Group Executive Management team in 2023: Bård Hernes, EVP Norway Head Office, Kathrine Duun Moen, EVP Technogarden, Thomas Bolding Rasmus- sen, EVP Denmark, Vegard Jacobsen, EVP Norway Regions, Farah Al-Aieshy, EVP Sweden, Dag Fladby, CFO, Egil Hogna, CEO, Hege Njå Bjørkmann, EVP Communication & Brand, Sten-Ole Nilsen, EVP Renewable Energy and Janicke Garmann, EVP Sustainability.. Photo Herman Dreyer

Attractive company with	profitable growth and value for our	The Edge
demanding clients	clients and society..	Major changes in society, rapid
In close collaboration with our partners		technological developments and a
throughout the value chain, our	Risk management and internal	heightened focus on the green transition
ambition is to create a more socially	control are regulated through the	will require all businesses to innovate
beneficial and sustainable future.. That	Group's management system NORMS	and find new solutions.. Ambitious goals
is why Norconsult values clients who	(Norconsult Management System),	for business development, innovation
challenge us, so that together we	which details all our processes and	and digitalisation will play an important
can endeavour to make continuous	procedures for working in a smarter	role in enabling us each day to improve
improvements.. Through innovation,	way..	everyday life for the society around us
development and digitalisation, we will		through our projects..
challenge established truths and create

1929		2000	2013	2014		2017
- Ing.. A..B.. Berdal		- RG-prosjekt AS	- Solem Arkitektur AS	- Leiv Nes
	- Wessberg A/S				Arkitekter AS
was established
			- Astando AB				- Ara Engineering EHF
							- Glantz
				2016		Arkitektstudio AB
					- Skovhus
				- Norconsult
				Arkitekter A/S
					New Zealand Ltd

2018	2019	2020	2021	2022	2023
- Fundator AS	- Kjeller Vindteknikk AS	- SG Arkitektur AS	- Djerving AS	- Jord & Miljø A/S	- LB Consult A/S
- Nordic Office of	- Arkting ehf..	- Kosberg	- Pure Logic AS	- Kristin Jarmund	- Ingeniørværket ApS
Architecture AS	- KHS A/S	Arkitektkontor AS	- JAF arkitektkontor AS	Arkitekter AS	- Franck Miljø-
- Arkitekthuset	- ØRP AS	- A3 Arkitektkontor	- RUBOW arkitekter A/S	- Djerving AS	and Geoteknik
Monarken AB	- ECT AS	(asset purchase)	- Pecom AS	- Betonmast	(eastern branch)
- KAAI - Kærsgaard	- Borealis Arkitekter AS			(asset purchase)	- Planråd AS
& Andersen A/S				- Moldskred AS
				- Areal og Eiendom AS

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Contents | Introduction	This is Norconsult	Corporate Governance | Sustainability report | Norconsult Awards	Market areas | Board of Director's report | Group Financial Statement | Parent Financial Statement | Auditor's report | Appendix

The 80/20 principle is an important part of Norconsult's strategy: We must use 80 percent of our time to further develop what we already do well, and to continue to improve each day.. In addition, 20 percent of our time should be used to challenge established truths and practice and to contribute to new ways of thinking and innovation.. We believe that this 20 percent gives us The Edge..

Business areas

For management purposes, the Group is organised into six business areas based on a combination of geography and services and has five reportable segments..

clients in the construction industry.. In 2023, the industry newspaper Børsen designated Norconsult a Gazelle company based on high growth and good results..

Renewable Energy

Renewable Energy is led by Executive Vice President Sten-Ole Nilsen, and consists of operations in Norway, Poland and Iceland as well as the

also included in this business area.. Renewable Energy works closely with all the Company's other business areas and is one of Norconsult's focus areas going forward..

Digital and Technogarden Technogarden, led by Executive Vice President Kathrine Duun Moen, is a consulting and recruitment company that supplies engineers, technical

comprehensive IT solutions for planning, engineering design, construction and management of infrastructure and property.. Norconsult Digital includes Pure Logic, a company with cutting-edge expertise in estimation and decision theory.. The strategy of Norconsult Digital is to move the company's software offerings to web-based and SaaS-based offerings where the offerings will be configurable

Investing in digitalisation Norconsult has long been a key driver of digitalisation, primarily through Norconsult Digital, which develop, market and deliver end- to-end IT solutions for planning, engineering design, construction and management of infrastructure and property.. In addition, Technogarden is a leading supplier of expertise in consulting engineering services, telecoms/digitalisation, IT and project management..

Well positioned for profitable growth In 2023, Norconsult increased the number of employees by 532, through both organic and structural growth.. Norconsult closed four acquisitions during the year: LB Consult A/S, Ingeniørværket A/S, Planråd AS and the eastern department of Franck Miljø- og Geoteknik A/S.. At the

end of 2023, Norconsult signed an agreement to acquire the majority shareholding of the property development company SQM AS.. SQM is consolidated from 31 January 2024 and will continue as a separate company and take advantage of being part of a larger environment..

Norconsult has a clearly defined strategy and ambition and a solid structure, along with an experienced and competent Board and Group Executive Management team, and

6 300 skilled employees.. This means we are well placed to generate further profitable growth in the Nordic region in the coming years..

Technogarden and Digital are segments not separately reportable under

IFRS.. Each business segment has an Executive Vice President responsible for day-to-day operations and financial performance.. The Group is led by President & CEO Egil Hogna and consists of the following business areas and Executive Vice Presidents:

Norway Head Office

Norway Head Office, led by Executive Vice President Bård Hernes, consists of approximately 1 550 FTEs located in the Oslo region.. The Head Office is located in Sandvika and supports the entire Group with expertise in the market subareas of transport, buildings, industry, water, geoscience and environment, as well as society and urban planning.. The Norway Head Office has a dedicated unit that assists the Group with innovation, digital transformation and business development.. Nordic Office of Architecture is also organised under the business area Norway Head Office.. Nordic Office of Architecture is one of the largest and leading architect practices in the Nordic region, specialising in complex projects and plans whose assignments range from the largest ongoing construction projects in Norway to single-family homes for private clients..

Norway Regions

Norway Regions, led by Executive Vice President Vegard Jacobsen, employs approximately 1 690 FTEs in more than 60 locations throughout Norway.. A local and interdisciplinary presence ensures proximity, relationships and value for our clients while making Norconsult an attractive employer for potential recruits.. All five regions are

culture in which the Group's special expertise and capacity are fully exploited: Inland Region, Western Region, South-Eastern Region, Central Region and Northern Region.. Industry, and in particular renewable industry, is an important focus area for Norway Regions, while buildings as well as transport constitute the two largest market subareas in the business area..

Sweden

Norconsult Sweden is led by Executive Vice President Farah Al-Aieshy.. The Swedish business, which has its head office in Gothenburg and a large office in Stockholm, employs more than

1 280 FTEs spread over approximately

40 offices.. Norconsult Sweden is a major player in market subareas such as transport, buildings and renewable energy.. For the third year in a row, Norconsult has been named a Karriärföretag in Sweden, which means that the company offers the best career and development opportunities for young talents..

Denmark

Norconsult in Denmark, led by Executive Vice President Thomas Bolding Rasmussen, has approximately 460 FTEs who provide advice in construction, buildings, and life science.. Norconsult's Danish operations are headquartered in Herlev, and the Group also has offices in Copenhagen, Kalundborg, Aarhus, Aalborg, Viborg, Kolding, Grenå, Esbjerg, Horsens and Smørum.. Norconsult Denmark offers

a wide range of engineering services and services in other disciplines such as architecture.. Since March 2023, the architects in Denmark have been brought together under the brand name Nordic Office of Architecture to

Group's international offices and activities.. Norconsult Renewable Energy supplies services to the entire renewable industry and is transferring many decades of experience from hydropower to solar power, wind power and energy storage.. The 440 FTEs have particular expertise in the environment and sustainability, machinery, electrical and power grids, dams and watercourses, construction engineering, and project execution and land acquisition.. Kjeller Vindteknikk, which is the market leader in wind power and wind analysis, is

specialists and IT consultants within industry, energy, buildings, telecoms and transport.. Technogarden is a leading supplier of expertise in both generic engineering disciplines and defined specialist areas such as telecoms, IT and project management.. Technogarden has operations in Norway and Sweden across 11 offices..

Norconsult Digital is also led by Executive Vice President Kathrine Duun Moen.. In Norway and Sweden, Norconsult Digital is developing, marketing and delivering

to different customer needs, eliminating customer specific functions and integrating with other services used by clients, such as ERP and CRM software.. Norconsult Digital has operations at 14 locations.. Digital and Technogarden combined have approximately 570 FTEs..

The Group Executive Management also includes CFO Dag Fladby, Executive Vice President for Sustainability & Staff, Janicke Garmann, and Executive Vice President for Communication & Brand, Hege Njå Bjørkmann..

characterised by a strong collaborative

provide advice to public and private

Norconsult's Group management team had the honor of ringing the bell to celebrate their IPO at 9 AM on 10 November, 2023..

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Contents | Introduction | This is Norconsult	Corporate Governance	Sustainability report | Norconsult Awards	Market areas | Board of Director's report | Group Financial Statement | Parent Financial Statement | Auditor's report | Appendix

Corporate governance

For almost 100 years, Norconsult has been fully owned by the employees.. In 2023 Norconsult went public, and the Company's shares were listed on Oslo Børs 10 November 2023.. The IPO was done as a secondary sale of 34 percent of the outstanding shares.. The listing of the Company attracted strong interest from high quality investors, including broad participation from leading Norwegian institutions, as well as selected tier 1 Nordic and international long only investors..

Norconsult's Articles of Association are available on our website www..investor.. norconsult..com, under Corporate governance..

Item 3: Equity and dividends

The financing of Norconsult is based to a significant degree on retained earned income over several years.. Norconsult had a solid capital structure as of 31 December 2023 with no interest-

equal to a total of NOK 597 million was distributed to shareholders in October 2023..

The Board is authorised to issue shares subject to the restrictions imposed by the General Meeting..

At an extraordinary General Meeting held 11 October 2023 the following authorisations were given:

the shares issued by the Company.. This is to prevent one single shareholder from taking control of the General Meeting and a possible hostile takeover of the Company.. This is regulated in the Articles of Association..

Item 5: Shares and negotiability

Under Norconsult's previous ownership model, trading of the company's shares was limited by the Articles of

In addition, approximately 2 300 Norconsult employees and more than 3 300 retail investors subscribed for shares in the offering, further expanding the Company's shareholder base.. The total number of employee shareholders were 4 100 when the Company was listed..

The background and IPO-process is described more in detail in previous sections Message from the CEO and This is Norconsult..

Item 1: Implementation and reporting on corporate governance

Norconsult's Code of Ethics, our corporate culture summarised in LiVE and our principles for good corporate governance guide the Group.. With this as a foundation and framework, we monitor and reduce business risk, maximise value and utilise our resources in an efficient and sustainable manner to the benefit of shareholders, employees and society at large.. To create decent profitability in a decent way..

Principles for corporate governance are described in a Group policy adopted by the Group Board of Directors..

Norconsult's corporate governance shall comply with the Norwegian Public Limited Liability Companies Act (the PLC), the Norwegian Accounting Act (www..lovdata..no, in Norwegian only), the Norwegian Code of Practice for Corporate Governance (NUES) and the Oslo Børs Code of practice for investor relations.. In addition,

from 2024, Norconsult will present a management report in line with ESRS 2 General disclosures.. For 2023, the sustainability report has been prepared with reference to CSRD, but is not fully compliant with the directive and reporting standards, ESRS..

Reporting on corporate governance shall be presented annually.. The Board's annual statement on corporate governance for 2023 follows below.. The statement covers each item of the Code of Practice for Corporate Governance (NUES, 14 October 2021), with the following deviations:

Item 5 - Shares and negotiability

• No shareholder may vote at the General Meeting for more than
  25 percent of the shares issued by the Company.. This is to prevent one single shareholder from taking control of the General Meeting and a possible hostile take-over of the Company.. As a knowledge-based company with a strong tradition for employee ownership, Norconsult believes it is in no shareholder's interest to do a hostile take-over..

Item 6 - General meeting

• It is not a requirement that all members of the Board of Directors attend the General Meeting.. The Board of Directors did not do so in 2023, due to the items on the agenda not requiring this.. The Chair of the Board of Directors is always present at General Meetings..

Item 2: Business

Norconsult group comprises the parent company Norconsult ASA with subsidiaries (Group).. Most of the Group's interdisciplinary consultancy services are performed through the company Norconsult Norge AS and its subsidiaries in Norway, Sweden and Denmark.. The Group's operations are organised in six business areas.. Norconsult's purpose is to provide consulting engineering services and other business connected thereto, including the purchase and sale of real estate, research and development and acquiring interests in other companies through purchase of shares or in other manner.. The Group contributes with defined goals, strategy and risk management to a sustainable society through innovative and targeted consultancy services..

The Board of Directors has adopted a strategy for 2022-24 and regularly monitors the status of the strategy vis-

à-vis the business area action plans, and an annual assessment of strategic risk facilitated by the Internal Audit.. Through the strategy, Norconsult strengthens its ambition for the three strategic themes of sustainability, digitalisation and collaboration.. Strategic objectives are established for employees, clients and owners..

More detailed information on sustainability and material matters is given in our sustainability report (environmental, social and governance information).. The Sustainability report is reviewed by the Board..

bearing long-term debt excluding IFRS 16 lease liabilities.. The Group's equity ratio as of 31 December 2023 was 32..5 percent.. To ensure robust financing

in the event of substantial market- related and operational fluctuations, Norconsult has established an overdraft facility of NOK 500 million at Nordea.. In addition, Norconsult has established bilateral revolving credit facility of NOK 600 million with DNB Bank ASA..

Norconsult's objective is to pay a dividend above 50 percent of the net profit for the year over time.. However, there will be several matters that may affect the Board's recommendation regarding the dividend for a particular year.. Circumstances that are considered may include expected future cash flows, financing requirements, investments and financial flexibility.. Payment of dividends normally occurs after Norconsult has held its Annual General Meeting..

An extraordinary general assembly held

11 October 2023 approved a share split of

25 to 1, increasing the number of shares in Norconsult to 310 496 875, each with a face value of NOK 0..02.. All share and per share information in this annual report have been adjusted to reflect the number of shares after the split..

For the financial year 2023, the Board of Directors proposes a dividend of NOK 1..20 per share, compared with NOK 0..96 per share in 2022.. Dividends paid out in Q2 2023 were NOK 271..5 million.. An extraordinary general assembly held 11 July 2023 gave the board an authorisation to declare a dividend based on the 2022 financial statements.. A dividend of NOK 2..12 per share,

• The Board was authorised to increase the share capital in the Company with up to 10 percent for use in connection with business acquisitions.. The capital increase can be in the form of cash and assets other than cash including mergers and demergers.. The authorisation is valid until the next ordinary annual meeting but not longer than to 30 June 2024..
• The Board was authorised to purchase treasury shares up to
  10 percent of the total number of shares issued for use in connection with business acquisitions, mergers, demergers, investments or for subsequent sale of acquired shares or share capital reductions.. The purchase price is limited from NOK 1 to maximum NOK 200 per share.. The authorisation is valid until the next ordinary annual meeting but not longer than to 30 June 2024..

Item 4: Equal treatment of shareholders

All shares have identical voting rights, with the exception of shares owned by the Group.. All shares are traded through Oslo Børs..

All shareholders are simultaneously informed through the Group's web site, Investor Relations (www..investor.. norconsult..com).. Before the listing in November, information was also provided through the Norconsult intranet, by email and in the share portal Norconsult Stocks..

No shareholder may vote at the General Meeting for more than 25 percent of

Association, and shares could only be transferred between the Group and employees..

The shares of Norconsult are listed on Oslo Børs..

Apart from that no shareholder may vote at the General Meeting for more than 25 percent of the shares issued by the Company, the Company's Articles of Association do not contain any further limitations on the transferability of shares, and the shares are consequently freely transferable..

Norconsult has only one class of shares, and all shares carry equal rights, including voting rights.. Each share

is entitled to one vote at the general meeting..

Norconsult regularly updates and publishes a list of the largest shareholders on www..investor.. norconsult..com.. This as a part of our work to ensure transparency and responsible business practices, and as aligned with good practice..

Item 6: General Meetings

The owners exercise the highest authority in the Group through the General Meeting of Norconsult.. The Board shall make it possible for as many shareholders as possible to participate in the General Meeting and ensure that the General Meeting is an effective meeting place between the Board and the shareholders..

The Annual General Meeting is held before the end of June each year, and

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Contents | Introduction | This is Norconsult	Corporate Governance	Sustainability report | Norconsult Awards	Market areas | Board of Director's report | Group Financial Statement | Parent Financial Statement | Auditor's report | Appendix

all general meetings are convened by the Board at least 21 calendar days before the relevant general meeting date.. The general meetings are by decision of the Board conducted as physical and/or virtual meetings..

The General Meeting notice is sent to all shareholders individually or to their depository banks.. The meeting notice includes information regarding shareholders' rights and guidelines for meeting registration and voting, including information regarding the processes for shareholders' digital participation, digital advance voting, and the use of proxy..

Documents regarding agenda items to be considered at the General Meeting are made available at the Company's website, www..investor..norconsult..com.. A shareholder may still request the relevant documents to be sent to him or her, cf.. Articles of Association §5..

The General Meeting elects an independent person to chair the meeting.. The Chair of the Board, the President & CEO and the CFO are required to attend the General Meeting.. The Board of Directors and the senior executives are encouraged to be present..

The Nomination Committee, through its Chair, attends the General Meeting and submits recommendations for shareholder-elected Board members and fees for Board members and committee meetings..

The Group's external auditor attends the General Meeting to the extent the agenda items make such attendance relevant..

The minutes of the General Meetings will be made available on www..investor.. norconsult..com right after the relevant meeting..

Item 7: Nomination Committee

The Nomination Committee for Norconsult ASA consists of four members who are elected for up to

two years at a time.. Normally a new member is elected each year, so there is a gradual rotation among the committee members.. This is regulated by the Articles of Association and decided by each General Meeting..

The work of the Nomination Committee is described in a guideline approved by the General Meeting.. The Nomination Committee is required each year to propose shareholder- elected candidates for the Board, fees to the Board members for board meetings and committee meetings as well as candidates for the Nomination Committee..

Members of the Nomination Committee are currently all employees of Norconsult Norge AS.. None are senior executives or incoming or outgoing Board members.. Gender balance shall be sought and was achieved in 2023.. The Nomination Committee currently comprises of Solveig Fosse Egeberg (Chair), Kristian Aunaas, Mari Fagerjord and Petter Kittelsen..

Members of the Nomination Committee were not paid any separate fee in 2023, as they were all employees of Norconsult and compensated accordingly..

Candidates for the Board who are proposed to the General Meeting, are required as a collective to provide the Group with a qualified, committed and insightful Board for the best possible operation and development of the Group.. The candidates must have the necessary capacity and experience and expertise in matters concerning the Group's strategic, marketing, business and operational challenges and meet formal requirements for expertise and composition..

The final recommendation to the General Meeting is based on interviews with the Board, the Group management, a selection of the shareholders, as well as the Board's self-evaluation..

More information about the Nomination Committee and how shareholders may propose candidates for the Board is found on www..investor..norconsult.. com, under Corporate governance..

Item 8: Board of Directors: composition and independence

Composition of the Board of Directors The Board shall comply with the requirements of the PLC to manage assets in the Group on behalf of the owners and to supervise the day-to-daymanagement delegated to the President

• CEO.. The Board shall appoint and remove the President & CEO.. Members of the Group's Executive Management may not serve on the Board..

Pursuant to the Articles of Association §4, the company's Board of Directors shall be composed of 6 to 9 members.. The members and any deputy members are normally elected for up to two years at a time, but in 2023 the shareholder- elected members were elected for one year only.. The current Board consists of eight members, including three external and independent shareholder- elected Board members, two internal shareholder-elected Board members and three Board members elected by the employees..

Norconsult and its employees have agreed not to have a corporate assembly.. The company is thus required to include three employee-elected members on the Board.. Norconsult believes this solution, with employee- elected board members instead of a corporate assembly, supports more direct communication between shareholders and management, increases accountability, and improves the speed and quality of the Company's decision-making..

The Board Chair and the Deputy Chair are elected from the external shareholder-elected Board members.. At the General Meeting in May 2023, Nils Morten Huseby was elected as Board Chair and Mari Thjømøe was elected as Deputy Chair.. Vibecke Hverven was elected as an external shareholder-

elected Board member.. The internal	There is a full gender balance amongst
shareholder-elected members were	both the shareholder-elected and the
Lars-Petter Nesvåg and Anni Ulfendahl..	employee-elected board members,
The employee-elected members were	and the Board's gender composition
Harald Trosvik, Helge Hesjedal Wiberg	is accordingly compliant with the
and Anne Jenny Bergseth..	mandatory requirements..

Board of Directors

Name and position	Experience
Nils Morten Huseby	Served on the Board since 2017, as Chair since 2022..
Chair of the Board	Huseby is the CEO of Institute for Energy Technology (IFE), an independent research foundation and a
Head of the	leader in international energy research.. He has over 30 years of broad international experience in the
Compensation Committee	energy industry and technology-driven businesses, including over 20 years as a top executive.. Prior to
External and independent	joining IFE in 2016, he was the CEO of Rainpower.. Huseby has also served as the Director of the South
Year of birth: 1966	America operations for SN Power (Statkraft Group), as well as held various positions in NOS ASA,
Nationality: Norwegian	McKinsey & Company, and Shell International..
Number of shares: 52 631	Master's degree in Mechanical Engineering from the Norwegian University of Science and Technology
	(NTNU) in Trondheim in 1991..
	Huseby has completed a course in sustainability reporting at the Norwegian institute for board
	members, organised by PwC and Wikborg Rein..
Mari Thjømøe	Served on the Board since 2017..
Deputy Chair of the Board	Thjømøe has a background in top management and board work in the energy sector, renewable
Head of Audit Committee	industry, manufacturing, technology, and finance.. She currently works with board assignments,
External and independent	consulting, and investment activities.. She has experience from major publicly listed companies such
Year of birth: 1962	as Norsk Hydro, Equinor (senior vice president), Norwegian Property (CFO and acting CEO), as well as
Nationality: Norwegian	KLP (CFO), and as a board member in Hafslund, Tryg Group, Sintef, Scatec, Oslo Børs and Petoro..
Number of shares: 21 052	Degree in Business Economics from the BI Norwegian Business School, specialising in international
	economics and finance, and is a certified financial analyst from the Norwegian School of Economics ..
	She has also completed senior executive programs at the London Business School and Harvard
	Business School..
	Thjømøe has worked with sustainability for several years and attended several seminars regarding
	different sustainability matters.. Thjømøe has completed a course in sustainability reporting at the
	Norwegian institute for board members, organised by PwC and Wikborg Rein..
Vibecke Hverven	Served on the Board since 2022..
Member of the Board	Hverven has many years of experience as a leader in the energy sector, several renewable types of
Member of the	energy before serving as the CEO of Sweco in Norway.. Previous she has also held the position of
Audit Committee	General Manager of a company in the real estate industry and a partner in a business consulting
External and independent	company.. Hverven has many years of board experience from Norwegian Geotechnical Institute and
Year of birth: 1963	Eidsiva Vannkraft, as well as board experience from other project management companies and property
Nationality: Norwegian	companies.. In recent years, she has also been involved in start-up companies and funds..
Number of shares: 52 631	M..Sc.. degree in Civil Engineering with a focus on structural engineering and geotechnics from the
	Norwegian University of Science and Technology (NTH) in 1986.. She has completed various leadership
	executive programs at Ashridge Business School, London Business School and the Massachusetts
	Institute of Technology (MIT)..
	As a CEO for several years, Hverven has been concerned with always ensuring sustainable development of
	companies through sustainable solutions for customers and the society.. As board member, Hverven has
	contributed to increasing companies attractiveness and competitiveness through sustainable strategies
	and actions.. Hverven has completed a course in sustainability reporting at the Norwegian institute for
	board members, organised by PwC and Wikborg Rein..

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Contents | Introduction | This is Norconsult	Corporate Governance	Sustainability report | Norconsult Awards	Market areas | Board of Director's report | Group Financial Statement | Parent Financial Statement | Auditor's report | Appendix

Name and position	Experience
Lars-Petter Nesvåg	Served on the Board as a shareholder-elected member since 2021.
Member of the Board	He has been employed at Norconsult since 2000 and is currently the Head of the Railway and
Member of the	Tramway department at the headquarters. He has played a central role in building and developing
Compensation Committee	the railway expertise at Norconsult over the past 15 years and actively participated in RIF Bane (the
Norconsult employee,	Association of Consulting Engineers Norway's railway committee) for many years.
not independent	Master's degree in Engineering from NTNU (Norwegian University of Science and Technology) in 1995.
Year of birth: 1969
Nationality: Norwegian
Number of shares: 667 809
Anni Ulfendahl	Served on the Board as a shareholder-elected member since 2022.
Member of the Board	She has spent her entire career in the energy sector, working for engineering consulting firms and
Norconsult employee,	holding leadership positions in Pöyry, AFRY, and Norconsult. Her area of experience is power grid and
not independent	engineering of overhead transmission lines. At Norconsult, she leads the Swedish power transmission
Year of birth: 1986	operations and has played a central role in building the business. In 2021 Ulfendahl was listed as
Nationality: Swedish	one of the top ten most potential leaders under the age of 35 in Sweden in the category Energy &
Number of shares: 27 961	Engineering by Nova Talent (Nova 111 List).
	Ulfendahl holds a Master's degree in Mechanical Engineering from Linköping University in 2012,
	specialising in Product Development and Innovation.
Harald Trosvik	Served the Board since 2009, as an employee-elected representative. Has been a member of the
Member of the Board	Board's Compensation Committee and Audit Committee in various periods.
Member of the	Trosvik has been employed at Norconsult AS since 1993. Prior to that, he gained experience in
Audit Committee	industry and sales. Trosvik has extensive experience in design, consulting, and project management
Norconsult employee	within electrical and automation engineering, with a particular focus on remote control. He also has
and employee elected,	international experience from an oil storage project in Saudi Arabia.
not independent	Trosvik has been the leader of the largest professional association in Norconsult, Tekna, since 2005.
Year of birth: 1958
Master's degree in Engineering Physics from NTH (Norwegian University of Science and Technology)
Nationality: Norwegian
in 1983.
Number of shares: 218 725
Anne Jenny Bergseth	Served the Board since 2023, as an employee-elected representative.
Member of the Board	She has 16 years of experience as an architect. She has worked for 12 years at Norconsult and
Norconsult employee	currently serves as a specialist in cultural heritage. Prior to joining Norconsult, she worked at a smaller

Board Independence

The shareholder-elected members of the Board are independent of the Group Executive Management, main shareholders and material business contracts, and do not have specific assignments for the company in addition to their duties as Board members. The same is valid for the employee-elected Board members, other than their employment contracts. However, the Board Chair is the CEO of the Institute for Energy Technology (IFE), which is a client of minor importance for Norconsult. The percentage of independent Board members (not employees of Norconsult) is 37,5 percent.

Item 9: The work of the Board of Directors

There is a clear delineation of duties between the Board of Directors and Group Executive Management. In accordance with the PLC, the President

• CEO is responsible for day-to-day management of the Group and follows guidelines and instructions issued by the Board.

The primary responsibilities of the Board, and the frameworks governing the Board's work, are documented in the instructions for the Board of Directors, available on www.investor. norconsult.com, under Governing policies and instructions. Matters for the Board are prepared by the President

• CEO and the administration in consultation with the Board Chair.

Among other things, the Board instructions states that all Board members shall immediately notify the Board in writing if he or she has an interest in a transaction or agreement that has been entered into or is considered to be entered into by the Company. The Board Procedure includes instructions on the handling of agreements with related parties and intra-group agreements, including instructions that all such agreements shall be in writing or documented in writing, entered into on arms-length basis, and that it shall be assessed on a case-by-case basis whether a third- party fairness opinion of the relevant agreement is required. There were no significant transactions between the company and related parties in 2023.

The Board has the overall responsibility for ensuring that the Group management system is efficient and well-functioning. Group policies and procedures are implemented in order to ensure good corporate governance. The Group's management system ensures that the Company prevents, detects and stops corruption and other financial irregularities, complies with external requirements and expectations as expressed in key external laws and regulations, as well as implementing adequate risk management procedures. Compliance with the management system is audited by the Internal Audit department who reports to the Board's Audit Committee.

The Board of Directors of Norconsult held in total 16 board meetings in

2023. 13 meetings before the listing (Norconsult Holding AS) and 3 meetings after (Norconsult ASA). Attendance to board meetings is very high, and deputy representatives are rarely summoned. The Group Executive Management and Board are also in contact between the Board meetings as required.

Participation in Board and committee meetings in 2023 is listed below. Numbers refer to the total of meetings in Norconsult Holding AS and Norconsult ASA.

and employee elected,	architectural firm and in public administration, focusing on planning.
not independent	Bergseth has a master's degree in Architecture from the Bergen School of Architecture and has
Year of birth: 1976
additional education background in art history and photography.
Nationality: Norwegian
Number of shares: 32 406
Helge Hesjedal Wiberg	Served the Board since 2023, as an employee-elected representative.
Member of the Board	He has approximately 17 years of experience as a consultant within fire safety engineering and
Member of the	assignment manager at Norconsult, and currently works as a specialist in the field. His experience
Compensation Committee	ranges widely from industrial and infrastructure projects to simple garages and the development of
Norconsult employee	fire safety organisations. Since 2008, he has been a member of the NITO union board at Norconsult
and employee elected,	and assumed the position of leader in 2016.
not independent	Wiberg is educated as a fire safety engineer from Høgskulen Stord/Haugesund in 2006.
Year of birth: 1983
Nationality: Norwegian
Number of shares: 40 138

Board member	Years as		Meetings in 2023
	Board member	Board of	Audit	Compensation	Shareholder's
		Directors	Committee	Committee	committee 3)
Nils Morten Huseby	2017 -	16		5	4
Mari Thjømøe	2017 -	16	8
Vibecke Hverven	2022 -	16	8
Lars-Petter Nesvåg	2021 -	14		4
Anni Ulfendahl	2022 -	16
Michelle Wright 1)	2018 - 2023	5		1
Harald Trosvik	2009 -	16	8		4
Kjell Selfors Nilsen 1)	2019 - 2023	5
Helge Hesjedal Wiberg 2)	2023 -	11		4
Isak Skjeseth Bashevkin 1)	2019 - 2023	4		1
Anne Jenny Bergseth 2)	2023 -	11

1. Resigned as Board member after the Annual General Meeting on 8 May 2023
2. Board member from the Annual General Meeting on 8 May 2023
3. This committee was discontinued as from the time of the IPO.

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