Annual Report 2011

 

 

   

    

This is Goodtech  Goodtech is a technology group that contributes to a sustainable society through upgrading infrastructure and energy systems, improving efficiency and increasing competitiveness within the industry and meeting society’s environmental challenges. The company is the leading automation company and the largest process assembly contractor in the Nordic countries. The company is listed on the Oslo Stock Exchange, currently generates annual revenue of around NOK 2 billion and employs 1400 staff at 40 or so locations in Norway, Sweden and Finland. The company is organised into four business areas: Projects & Services, Solutions, Environment and Projects. We want to make a difference Goodtech’s business can be seen in all areas of society: electrical installations in industry and the public sector, installation of distribution boards, automation solutions, water treatment systems or efficiency solutions for industry.

Upgrading of energy systems and infrastructure Over the past year, Goodtech has helped to improve infrastructure by taking part in projects such as the City Tunnel in Malmö, the Haparandabanen line and the Norra Länken motorway in Stockholm. Goodtech has also helped to ensure better utilisation of existing power systems, as well as the development of more green energy through its framework agreement with Småkraft AS, participation in the major wind power project at Sjisjka mountain, south of Kiruna, and a groundbreaking wave power project for Hammerfest Strøm.

Increased efficiency and competitiveness in the industry

Goodtech is helping to improve efficiency and increase competitiveness within the industry by developing and supplying solutions which enhance automation, improve logistics, cut back on transport and reduce energy consumption. The latest innovation is a bag-in-box packing machine for small manufacturers of liquid products. Bag-in-box packaging helps to reduce waste, increases product shelf life and reduces the need for transport. Other examples include the supply of high bay warehousing to Fresenius Kabi, a new planing line to Hilmer Andersson AB, an assembly line to Kongsberg Automotive and a production line for gas bottles to TTA Gas in Vietnam.

Society’s need for more ecofriendly products and solutions

Goodtech’s business was originally based on environmental technology, and the company is very committed to the development of ecofriendly solutions in all fields. Its green solutions span the entire range from mini wastewater treatment systems from leisure cabins and houses to major projects for sludge processing, heat recovery from sludge and complete biogas systems. Goodtech won a number of biogas-related contracts in 2011, including a contract for the construction of a complete biogas system for the municipality of Mjölby.

History 1913

Founded as Norsk Elektrisk Kabelfabrikk A/S (NEK), operating in the design, production and sale of low-voltage cables in Norway.

1984

Listed on the Oslo Stock Exchange. Business extended internationally.

1993

Cable production wound up. Changes its core business from cable production to environmental technology. Changes its name to Goodtech.

1994-1997

Acquires Biovac AS. Founds or takes over 10 companies and focuses widely on the market for environmental technology. The market trend moves towards increased demand for total contracts with requirements for process expertise.

2005

Acquires the Cronus Group, which includes Cronus, Tiara and Hydro Packaging. Changes its core business to include automation and materials handling, as well as environmental technology.

2006-2009

The company becomes significantly more engineering oriented and gains a good foothold in industrial and environmental projects and services. The Group is active both in the Nordic countries and internationally. The company is undergoing a phase of expansion and acquires companies in Norway and Sweden.

2009

Simplification of the Group structure. All units in the Group are gathered under one shared name – GOODTECH.

2010

The business merges with E&I Intressenter AB and becomes one of the Nordic countries’ leading suppliers of automation and electrical, industrial and environmental technology. The Group keeps the Goodtech name and takes on a new visual identity.

    

Vision Goodtech shall be the Nordic countries’ leading supplier of solutions in the fields of automation, electrics, process technology, industrial technology and the environment. Business concept Goodtech’s business concept is to supply cost-effective projects and innovative technical solutions. The Group will develop products and technology and expertise in the industrial, energy and environmental segments using its own expertise. Strategic targets Financial targets Goodtech will be profitable and generate positive results each year. We will achieve this by means of concept development, strategic procurement, well developed project methods, emphasis on costs and competition development. Good development will make the Group’s shares attractive, allowing the company to achieve a higher valuation. Marketing targets The company will grow while at the same time maintaining profitability. This will take place by means of organic growth, additional sales to existing customers, acquisition of new customers/markets using our existing expertise, strategic procurements, resource coordination and internationalisation. We will build the brand by being visible and carrying out concept development, as well as by means of knowledge of the business in-house. Personnel targets We will be, and be perceived as, an attractive employer. We will enhance our expertise by means of training and monitoring our staff. We will recruit from schools and educational institutions by actively marketing the company. Environmental targets We will continue to integrate environmental work in our day-to-day operations, and we will use this to help bring about an ecologically sustainable society in the long term. Quality targets Constantly striving to bring about improvements will be part of our day-to-day work and permeate the development of our business processes.

    

Key figures  

Orders and profits (NOK million) 2007 2008 2009 2010 2011

Revenues 461,8 555,3 562,0 1 085,2 2 020,9

EBITDA 40,7 41,2 27,2 70,0 64,4

EBITDA % 8,8 % 7,4 % 4,8 % 6,4 % 3,2 %

Profit before tax (EBT) 35,3 37,6 21,2 -31,5 11,5

EBT % 7,6 % 6,8 % 3,8 % -2,9 % 0,6 %

Profit after tax 60,9 37,8 16,5 -43,6 18,6

Order baklog 31.12*) 168,6 224,9 195,9 1 080,6 1 016,2

Cash flow

Cash flow from operational activities 22,6 28,3 23,4 73,1 -95,4

Balance sheet

Total assets 414,8 502,2 520,9 1 326,3 1 393,0

Equity 293,0 343,8 373,3 650,6 667,0

Equity ratio 70,6 % 68,5 % 71,7 % 49,1 % 47,9 %

Equity profit ratio 27,9 % 11,9 % 4,6 % -8,5 % 2,8 %

Net interest bearing debt -68,9 -62,4 -87,9 26,9 141,6

Net debt ratio -23,5 % -18,1 % -23,6 % 4,1 % 21,2 %

Liquid ratio 1,91 1,87 2,16 1,11 1,21

Shares

Share price 31.12 (NOK) 3,77 1,80 2,15 2,01 1,57

Profit per share (NOK) 0,45 0,24 0,10 -0,23 0,06

Deluted profit per share (NOK) 0,45 0,24 0,10 -0,23 0,06

Dividend per share (NOK) - - - 0,15

Employees

Number of employees as at 31.12 255 319 347 1443 1373

Number of full-time equivalents 229 311 327 646 1372

HSE

Absence due to illness 3,95 % 2,98 % 3,94 % 3,26 % 3,47 %

*) Order backlog continued operations Definitions financial key figures EBITDA: Operating profit before depreciation and non-recurring items EBITDA%: (Operating profit before depreciation and non-recurring items)/revenues EBT%: Pre-tax profit/revenues Equity ratio: Equity/total capital Equity profit ratio: Profit after tax/average equity Average equity: (Equity 1.1 + Equity 31.12)/2 Profit per share: Profit after tax/average outstanding shares Net debt ratio: Net interest-bearing debt /equity Liquid ratio: Current assets/short term liabilities

    

Statement of the CEO  2011 has been a very eventful year. Goodtech has truly positioned itself as one of the leading players on the markets in Norway and Sweden. An integration and change process implemented in 2011 has laid a firm foundation for further positive development of Goodtech in 2012. Goodtech is developing society 2011 began with challenges on many fronts. Weak results in parts of the company quickly came into focus, and the introduction of a new financial management system throughout much of the organisation turned into more of a challenge than we had anticipated. At the same time, it is important to emphasise the fact that several elements of Goodtech operations have gone very well throughout the year. Goodtech has won and implemented many complex and strategically important projects. Analysis of operations was undertaken in the spring of 2011. This led to our initiation of the CORE improvement programme, which focused on efficiency and cost savings. Many improvement processes were initiated in the autumn, while at the same time improved coordination across business areas and national borders revealed economies of scale and considerable potential for cross-selling. This will help to improve our results and customer deliveries by implementing – among other things – predictable project management, internal cooperation on major projects, competitive cost levels and reduced costs due to procurement streamlining. To further develop our internal processes as regards quality, environment and work environment, we have increased staffing levels and collected together expertise in these fields into a single unit. We have significantly underpinned the range of products and services we offer in our priority industries. An extended range of products and services, in combination with access to a wider geographical market, has made it possible for us to acquire new markets, products and customers, particularly as regards automation and the environment. A better ability and greater opportunities to supply turnkey projects have underpinned our position in the infrastructure sector and industry. Goodtech is a company which uses its expertise and implementation capacity to create good workplaces, and the company will be a central player in vital efforts to renew and further develop our society. I am proud that Goodtech is making a difference. We are implementing projects that enhance the environment in which we live, we are improving the power supply and upgrading the infrastructure. Our expertise and experience have also presented us with contracts and challenges in which we are helping to bring about streamlining in the industry and many other areas. We are taking responsibility for the future which we share and developing opportunities. Goodtech is in a better position than ever to meet its customers’ greater expectations and more stringent demands. The infrastructure and energy fields are priority sectors for future growth. The infrastructure field will be singled out as a separate business area, Infra, as of 1 January 2012. We will be focusing on our core business in order to achieve greater profitability and greater market shares. In addition to these objectives, it is important for Goodtech to be an attractive employer. In a labour market under pressure, one of the challenges we face involves gaining access to staff with the relevant expertise. In 2012, we will be starting a new training programme that aims to further develop our staff and ensure future access to first-class project managers. I would like to end by thanking our customers for all the confidence they have shown in us, and all our staff for their enormous commitment and hard work throughout 2011. I look forward to 2012 with great eagerness and anticipation on behalf of Goodtech. Vidar Låte CEO

    

Organisation   PROJECTS & SERVICES SOLUTIONS ENVIRONMENT PRODUCTS

Business Supply of total electrical and automation projects, from feasibility study to operation

Supply of production lines, machines and logistics solutions

Supply of environmental technology, water and wastewater treatment facilities and biogas systems

Distribution of automation and electrical components and products

Expertise • Electrical engineering and system design • Automation, systemisation and industrial IT • Instrumentation • Process assembly • Mechanical construction and design

• Concept development and feasibility studies • Detailed project planning, design and programming • Machine construction • Prototype development • Industrial IT

• Project management • Product and technology expertise • Product development • Operation and maintenance

• Market analysis • Sales • Technical specialist services

Legal entities • Goodtech Projects & Services AS • Goodtech Projects & Services AB • Goodtech Process AB • Goodtech Electro AS

• Goodtech Solutions AS • Goodtech Solutions AB • Goodtech Solutions Manufacturing AB

• Goodtech Environment Sørumsand AS • Goodtech Environment AB • Goodtech Environment Göteborg AB • Goodtech Recovery Techonlogy AS

• Goodtech Products AS

Infra will become a separate business area as of 1 January 2012.

    

People, society and the environment 2011 has been a year of consolidation following the merger with E&I in the autumn of 2010. As regards the environment, quality, health and safety, considerable efforts have been made to coordinate general targets and strategies, guidelines and working methodology which will ensure that the company is run responsibly and takes into account the requirements of our customers, staff, suppliers, shareholders and other stakeholders.

Our expertise in the field has been collated, and our staff levels have increased Joint policies for quality, the work environment, safety, electrical safety, the environment and ethical guidelines

have all been drawn up Work on certification of several elements of the business has been planned and started Clear targets and guidelines have been established, and specific measures have been put in place to reduce the

company’s impact on the external environment Work environment, health and safety Goodtech has established HSE targets which reflect the values on which the Group is based. Goodtech’s targets and rules of conduct are included in the Group’s personnel manual, which can be accessed by all employees via the company’s business management system (BMS) and intranet. Goodtech’s general guidelines and rules of conduct are in line with the purpose of the Discrimination Act: to promote equality, to ensure that staff have equal opportunities and rights, and to prevent discrimination due to ethnicity, national origin, descent, skin colour, language, religion or faith. Goodtech will be a safe and attractive employer and work to minimise the risk of injury, accidents or illness during day-to-day work. There have been 11 accidents in the workplace throughout the year, of which 2 caused the staff members involved to remain off work for more than 2 weeks. A central work environment engineer position was created in 2011. This person monitors and develops work environment, health and safety work. The Head of Quality and work environment engineer are part of a central unit which holds responsibility for issues such as running selected major and/or complex projects, supporting other project managers with top skills, managing and developing the Group’s business management system with processes, structures, working methods, procedures and templates. Staff appraisals are held annually. Work environment issues are an important part of these, and certain things must be reported if any risk or disparity comes to light. Joint guidelines have been compiled for both staff appraisals and salary discussions which are applicable to the entire Group. Method, quality and safety (MQS) Detailed business targets for finance, marketing, personnel, quality and the environment have been prepared on the basis of Goodtech’s general targets. These targets are followed up and reported on at regular intervals. The general measurement parameters are: Profitability, Customer Satisfaction and Staff Satisfaction. A collective unit for MQS (Method, Quality & Safety) at Group level was established in late 2011. The job of this unit is to:

ensure that we have the expertise with which to run and manage major and/or complex projects safeguard and underpin the Group’s joint methods streamline and safeguard the Group’s project implementation work to protect the environment and people, including constant improvements in respect of quality, the environment

and the work environment manage and develop the Group’s business management system (BMS) with processes, structures, procedures and

templates. Certification The units Projects & Services AB, Goodtech Process AB and Goodtech Solutions AB, region Gothenburg, are certified by Intertek in accordance with ISO9001:2008 (quality management system) and ISO 14001:2004 (environmental management system). Projects & Services AS will be certified in the second quarter of 2012, and the other units in the Group will achieve certification during the first quarter of 2013. Projects & Services AB has also been certified by SBSC (Svensk Brand & Säkerhets Certifiering) as a construction company for fire and burglar alarms in accordance with SBF 1008:2 and SSF 1015, version 2, alarm class 2. Certification in accordance with OHSAS 18001 is planned for 2013. Effect on the external environment Goodtech is helping to promote a sustainable society by developing technology and taking part in projects to improve the environment, power supply and infrastructure, as well as helping to promote streamlining in the industry and many different fields. At the same time, the company consumes raw materials and causes emissions to air due to transportation. Goodtech is constantly working to develop technology which can help to reduce emissions and increase the recycling of resources. Our target is to add extra value for our customers by developing products and system which enhance efficiency, reduce the energy requirement and have as little impact as possible on the environment.

    

In addition, Goodtech is making a positive contribution to the external environment thanks to its core business, such as the development of infrastructure in the form of roads and railways, modernisation and streamlining for energy producers, within the distribution network and among major consumers of energy in industry and construction, construction of production systems for renewable energy and systems for treatment of drinking water, process water and wastewater. Goodtech’s negative effect on the external environment is due to the company’s use of raw materials and the fact that it causes emissions to air due to transportation. Goodtech has identified and selected some essential environmental aspects which we will work with continuously in order to reduce their scope:

We will minimise transport by means of planning, IT/telecommunications, coordinated procurement, pooling, use of public transport and ecofriendly cars, and by encouraging drivers to drive economically

We will select energy-efficient solutions which reduce customers’ energy consumption We will select health-friendly and ecofriendly products and materials We will dispose of our waste as effectively as possible given local conditions, and attempt to reuse or recycle most

of what we use We will minimise the use of chemical products and select such products while taking health and the environment

into account We will minimise the risk of environmental accidents in the form of fire or chemical leaks, but also have contingency

measures in place to deal with any accidents Ethical guidelines Goodtech is compliant with the ethical guidelines laid down in the UN Global Compact, 2000. Community involvement and charity Goodtech has entered into a cooperation agreement with environmental organisation Zero Emission Resource Organisation (ZERO). This agreement provides financial and professional support for ZERO’s work on solutions to climate challenges. As well as giving gifts to employees and customers, Goodtech donates gifts of money to charity organisations and purposes. Goodtech has offices in 40 locations in Norway and Sweden and on Åland, making a positive contribution in its local environment. Among other things, the company sponsors sporting events and other activities such as job fairs and career days at schools and universities.

    

Our business areas Goodtech is a technology Group which supplies projects, services and products in the fields of electrical and process technology, environmental technology and industrial technology to the energy, industry, infrastructure, construction and public sectors in the Nordic countries. Its operations are divided into four business areas; Projects & Services, Solutions, Environment and Products

    

Projects & Services The Projects & Services business area supplies qualified technical solutions in the fields of automation, electrics and power technology to Nordic industry and the public sector. These deliveries include everything from large, technically demanding projects to smaller, ongoing local assignments. Highlights in 2011

Contract for the construction and installation of a new 130kV distribution system for 30 new wind power systems in Kiruna, Sweden

Contracts for many installation jobs for incinerator systems throughout Scandinavia Contract for power supply, automation and installation for an iron ore mine in Pajala, Sweden Contract for operation, maintenance and contingency at Hafslund’s remote control and communications stations in

40 municipalities in Norway

Description of business Goodtech is one of the Nordic countries’ leading suppliers in the fields of automation, electrics, power systems and process assembly. As a system supplier, Goodtech is not dependent on any manufacturer and can thus meet customer requirements for the choice of equipment to be supplied. With broad expertise and experience of major projects, Goodtech can offer a broad range of services that cover the whole process from feasibility studies to commissioning of large systems and facilities, as well as the servicing and maintenance of the systems. Important projects in 2011

Project: Railway, Electrical, Signalling and Telecoms systems Goodtech is implementing a REST project in connection with the renovation of Citybanan in Stockholm. This delivery will include tracks, signalling systems, telecoms work and electrical work. Citybanan is a 6 km railway tunnel for commuter traffic. Extensive renovation of the railway between Stockholm Södra and Älvsjö stations is required so that commuter trains from the entire southern Stockholm region can be controlled efficiently. Contract value: SEK 90 million Completion: 2012 Customer: Swedish Transport Authority

Project: Småkraft Goodtech has a framework agreement with Småkraft AS concerning the supply of protection systems, control systems and switchgear. Småkraft AS currently has 25 operational power systems and is planning to construct 10-15 new power systems a year over the next few years. The target of Småkraft AS is to expand small power systems, with a production capacity of 2.5 TWh, in a profitable and ecofriendly way. This is equivalent to the energy requirement of 125 000 Norwegian households and represents the biggest investment in small power systems in the history of Norway. Contract value: NOK 90 million Completion: 2013 Customer: Småkraft AS

Project: Stockholm Arena Goodtech is supplying electrical installation, electrical switchboards and distributions and emergency power generators to the Stockholm Arena, which is a sports and events arena seating 30 000. This arena has a sliding roof and is compliant with UEFA and FIFA rules for international football in terms of seats, size, safety, lighting, audio systems and requirements for premises and surroundings. The first event will take place in the spring of 2013. Contract value: SEK 121 million + options Completion: 2012 Customer: PEAB

         

Services and solutions Automation and industrial IT Goodtech is one of the Nordic countries’ leading suppliers of automation systems. The company supplies everything from building automation to advanced process automation including industrial IT systems. Deliveries include both turnkey facilities and the renovation and modernisation of existing facilities. Electrical and power technology Goodtech supplies everything from project planning to complete, customised system solutions in power supply and distribution. Deliveries cover all areas from offshore industry to onshore power and traditional industry. Installation Goodtech supplies all types of electrical and process installations from fibre, signal, telecoms and data to high voltage up to 400kV. Goodtech is the largest process assembly company in the Nordic countries. Engineering Services Goodtech is a major supplier of multidisciplinary engineering services in the Nordic countries. The company works in close cooperation with customers throughout all phases of their from the feasibility study until the facility has been commissioned. Servicing, operation and maintenance Goodtech supplies service and maintenance services in all its business areas, including everything from preventive and remedial maintenance to training and upgrades.

Market position and strategy Market position Goodtech is the leading automation and electrics supplier and the largest process assembly contractor in the Nordic countries. Its priority industries are Energy, Oil & Gas, Industry, Infrastructure and Construction and the Public Sector. Goodtech is a leading supplier of solutions to the energy industry in Norway and Sweden. In Norway, the company is an established supplier in the fields of automation and industrial IT to the oil and gas industry, and it also supplies engineering services to this market. Goodtech is a leading supplier of automation and industrial IT, engineering services and and servicing, operation and maintenance to industry in Norway, as well as to certain industrial segments in Sweden. In respect of infrastructure, Goodtech is a leading supplier of solutions to the rail industry in Sweden. There are also plans to establish the company in this industry in Norway. Goodtech is also one of the leading suppliers of automation and industrial IT, installation and electrics and power technology to the construction and public sector in Sweden. Future prospects Energy – major investments are being made in the energy industry, and this situation is expected to persist for many years to come Oil and gas – enormous activity and demand are expected in this market for a number of years to come. Industry – parts of the industry are struggling, while other parts are investing in order to become competitive. Automation is a key investment. Infrastructure – major investments in this industry are expected for many years to come. Construction and public sector – uniform growth is expected in this industry over the next few years.

Project: Tidal power Goodtech has supplied control systems, permit control systems, video systems and instrumentation to a 1 MW tidal power system on the Orkneys, belonging to Hammerfest Strøm UK Ltd. This tidal power system has been commissioned on the Orkneys. On the basis of the technology supplied, Hammerfest Strøm is now implementing engineering for the world’s first 10 MW tidal power matrix. Contract value: NOK 5.6 million Completion: 2011 Customer: Hammerfest Strøm UK Ltd.

    

Strategy Goodtech Projects & Services will ensure future profitability by: - controlled growth, primarily organic - greater project coordination and improved project management - selection of market segments and tenders - reuse of existing and proven solutions - entering into strategic procurement agreements with main suppliers Goodtech Projects & Services will create growth by: - greater internal cooperation between our companies in Norway and Sweden - reduced costs and hence greater competitiveness => greater market shares - using developed standard solutions for projects - recruiting key skills - becoming a popular employer in the industry

    

Solutions The Solutions business area supplies engineering services, automation products and streamlining solutions to Scandinavian industry, as well as to selected customers and industries internationally. Highlights in 2011

The business area was restructured and coordinated Acquisition of Imekon AB Contract for supply of a new planing line to Bjertnæs Sag Goodtech won the prestigious ABB award for Best Innovation Application Contract for supply of a new production line to Kongsberg Automotive Contract for the upgrade of a fully automatic packing system at Ewos AS

Description of business Goodtech supplies self-developed technologies and solutions in the fields of industrial automation, robot cells, production lines, special machinery, test rigs, materials handling, high bay warehousing and logistics to streamline production processes and minimise the need for manual handling. Goodtech is a significant supplier of industrial technology in the Nordic countries. Its customers are leading manufacturers of foodstuffs, medicines, timber, vehicles and fertilisers, as well as international production companies. Important projects in 2011

Project: Bjertnæs Sag Goodtech has won a contract to supply a new planing line to Bjertnæs Sag. The delivery includes a complete splitting and planing line, which will mainly produce internal wood panels, but which will also be able to handle MDF panels for production of MDF panelling. Contract value: SEK 17 million Completion: 2012 Customer: Bjertnæs Sag

Project: Kongsberg Automotive Goodtech has supplied an assembly line for modular valves for seat comfort to the Kongsberg Automotive system in Pruszkow, Poland. This assembly line has manual assembly stations which will be replaced with fully automatic assembly equipment during the first six months of 2012. This delivery includes engineering, design, construction and installation. Contract value: SEK 12 million Completion: 2012 Customer: Kongsberg Automotive

Project: Ewos Bergneset Goodtech has previously supplied a fully automatic packing system to fish feed manufacturer Ewos, and this is to be upgraded in order to increase production capacity. The delivery includes upgrading robots and robot tools, new automated filler pipes for two lines, new automated sack welders for two lines, a new unrolling table for sacks, plus engineering, installation and commissioning. Contract value: NOK 4 million Completion: 2012 Customer: Ewos Bergneset

    

Technology and solutions Production lines Goodtech supplies complete production lines, robot cells and special machines to manufacturing industry. The company has broad expertise as a system supplier. As a systems supplier, Goodtech takes total responsibility and offers everything from feasibility studies and simulations to project management, electrical and mechanical design and construction, and programming, installation and commissioning. Projects in fields such as the automotive industry have allowed the company to develop Industrial IT systems offering solutions for safety-critical applications. High bay warehousing systems Goodtech supplies complete high bay warehousing systems consisting of warehouse cranes, conveyors, control centres, vertical transporters and robot cells. As a systems supplier, Goodtech can offer everything from feasibility studies and simulations to project management, electrical and mechanical design and construction, programming, installation and commissioning. Goodtech has developed the WMS system Aniware® and offers customised control systems and administrative add-on modules to enhance system functionality. Materials handling Goodtech has years of experience of system solutions in the field of materials handling and supplies roller conveyors, chain conveyors, conveyor belts and transfer shuttles and vertical transporters for all types of goods. Goodtech supplies customised, turnkey solutions but also has specialist expertise in the integration and automation of complex systems with integrated specialist solutions from other suppliers. Timber processing Under the LECAB Lines brand, Goodtech constructs and supplies customer specific installations for finger jointing, surface treatment, planing and handling of timber for planing mills and other wood processing industry. Goodtech offers everything from small, flexible facilities to large, high capacity systems. It also supplies the design and production of electrical and control systems, as well as Industrial IT solutions for reporting and production monitoring. Bulk handling Under the Portabulk® brand, Goodtech supplies complete systems for bulk handling and large sack packing. “Flexible Intermediate Bulk Container” (FIBC), which can be used for all types of free-flowing bulk materials. The flexible solutions of the Portabulk® system for handling, filling, labelling, transportation and tracing make it possible to optimise the entire distribution chain from the raw material being received to the finished product being received by the end customer. Machine construction Goodtech Solutions develops, builds and supplies packing machines and solutions to the food and pharmaceutical industries. All Goodtech machines are designed and constructed at its own workshop and are customised to suit customers’ specific needs. Product development/prototype development Goodtech has all-round expertise in product development and can assist in the process from the concept on the drawing board to the finished prototype. Machining (subcontract production) Goodtech is an engineering company which carries out processing tasks such as turning, cutting, milling, drilling and welding. Most of its customers can be found in the mining industry, heavy automotive industry and engineering industry. Consultancy services Goodtech has highly qualified engineers with specialist expertise in many disciplines who take on assignments for industry, working on matters such as feasibility studies, project management, electrical and mechanical design, programming, pre-engineering and system design. Its contracts are run either at customers’ premises or at one of the Goodtech Solutions offices, depending on which solution would be most appropriate. Servicing and aftermarket Goodtech offers a complete range of services in the field of servicing and maintenance to the company’s industrial segments.

Market position and strategy Market position As a system-independent solutions supplier, Goodtech is one of Scandinavia’s biggest suppliers to industry. Goodtech Solutions has underpinned its market position in the business areas of production lines, timber processing, high bay warehousing and packaging machines throughout 2011. The business areas bulk and materials handling have maintained their market shares internationally. Goodtech possesses outstanding expertise in the field of Industrial IT and safety-critical applications and implements significant projects which include tracing, reporting and integration with MES systems.

    

Future prospects There has been increasing activity in all industry segments in 2011, and this development is expected to continue in 2012. There was an increase in enquiries and projects in a number of Goodtech’s business areas over the second six months of the year. This is an indicator that Scandinavian industry is undergoing positive development. Scandinavian industry has a relatively high cost level, and investment in automation and robot technology is necessary in order to maintain profitability and competitiveness. New markets are being canvassed by new partners in Europe, and these markets are expected to make a positive contribution in years to come. Strategy Goodtech Solutions will ensure future profitability and growth through: - skills development - product and technology development - greater cooperation between business areas - clarification of Goodtech’s broad expertise and product range - recruitment through organic growth and procurement - extended range of service agreements and aftermarket services - standardisation, productification and commercialisation of solutions and products - partner development and recruitment of new partners in selected geographical areas - targeted marketing and communication

    

Environment The Environment business area supplies water and drainage solutions, as well as biogas solutions to municipalities, industrial companies and the private market. It also works actively with various technology development projects. Highlights in 2011

This business area has seen a high level of activity and achieved major organic growth. Major growth in the numbers of mini treatment systems sold and many new areas guarantee further growth. Series production of self-developed pumping stations for leisure cabins and houses. Major increase in biogas-related projects, including total supply of the biogas project in Mjölkulla, and pretreatment

facilities for RENOVA in Gothenburg. A number of new projects for major wastewater treatment facilities as an extension of the Uppsala wastewater

treatment system and construction of a new wastewater treatment system in Kil. Description of business Goodtech supplies products and custom solutions for treatment of wastewater, purification of drinking water and process water for private, municipal and industrial customers. It also supplies energy recovery from wastewater and biosubstrate, as well as constructing entire or parts of biogas production systems. Brands such as Biovac®, Haco, Fluidtec® and Kobix® have been developed by Goodtech Environment. Goodtech is also working with technology development for the recovery of energy from electrolytic cells in the aluminium industry. Important projects in 2011 Project: RENOVA Goodtech is in the process of completing a pretreatment system for biological household waste for Renova in Gothenburg. This system will have a capacity of 40 000 tonnes per year. The treated waste will be used as a raw material in biogas production and will have an energy content of around 50 GWh per year. The system was put into trial operation in December 2011. Goodtech Project & Services AB, a sister company, was responsible for electrics and automation. Customer: Renova AB – Gothenburg

Project: Sewage treatment works for the municipality of Tanum Goodtech has completed a new sewage treatment works for the municipality of Tanum over the course of the year. This is a completely new chemical-biological treatment works with a capacity of 240 m3 per hour. The works include mechanical separation of the inlet water, chemical precipitation and biological nitrogen and phosphorus reduction. Aftertreatment using disc filters is carried out due to stringent requirements for clean water. Goodtech supplied process equipment and automation for the entire works. The works were commissioned between October and November, and handover of the works to the customer took place in December. Customer: Municipality of Tanum

    

Project: Haglebu SBR 02200 Goodtech has supplied a Biovac® SBR treatment system for 2900 person equivalents (pe) to Haglebu Treatment system. This system treats waste, mainly from leisure cabins. Customer: Haglebu Treatment system.

Project: Gvepseborg RA Goodtech has supplied a Haco® pretreatment system with infiltration to Gvepseborg, which is situated at the top of Krossobanen near Rjukan. This system has been constructed to treat wastewater from a new cafeteria/service building in addition to existing leisure cabins in the area. Customer: Krossobanen/Norsk Hydro

Technology and solutions Wastewater systems for leisure cabins and houses Goodtech supplies ecofriendly solutions for the treatment of wastewater from houses and leisure cabins under the brand names Biovac® and HACO. The Biovac® solutions include wastewater treatment systems for biological/chemical treatment of wastewater from 5 to 10 000 person equivalents (pe) and pumping stations that pump wastewater from leisure cabins and houses to municipal sewers. Haco nature/filter based wastewater treatment systems are designed and customised for different conditions and are particularly suited to vulnerable areas. Goodtech supplies everything from small, individual systems to large scale shared systems. Deliveries include site inspection, design and construction of treatment systems on site. Wastewater treatment Goodtech has years of experience of the design, construction and commissioning of systems for treating wastewater, in both the private and public sectors. The product range includes complete solutions and systems for heat recovery, sludge treatment and biological or chemical treatment of wastewater. Typical deliveries are large turnkey projects including in-house developed products or renovation projects handling outdated treatment systems. Goodtech also offers support, servicing and maintenance of its systems. Process and drinking water systems Goodtech has specialist expertise in industrial desalination/demineralisation and offers complete systems for recirculation/recovery of industrial and process water based on Fluidtec® membrane filters, ion exchange technology or lamella separation. Fluidtec® is a membrane filtration system which is also used to separate dyes, bacteria and viruses out of drinking water. This system is approved as a hygienic barrier and is used for treatment of drinking water and desalination of seawater. Biogas systems Goodtech operates as a total supplier for biogas projects and supplies systems for receipt and pretreatment of organic waste, hygienisation, gas production, gas treatment, heat recovery and residue treatment. Goodtech also offers solutions for the modernisation and streamlining of existing systems. Goodtech has specialist expertise in the pretreatment process which is crucial in order to achieve optimum biogas production. Kobix® technology is a process technology which increases the amount of energy recovered from waste. The Kobix® system can treat most types of liquid and solid organic waste and is compliant with legal requirements so that the waste can be used later as biological fertiliser. Energy recovery from aluminium cells Goodtech has developed a technology for recovery of waste heat from the electrolytic process used in the production of aluminium. This system means that aluminium manufacturers and other power-intensive industry can optimise production and reduce energy consumption. Waste heat is collected and can be used for production of electricity or as process heat for energy-intensive processes. This technology can be installed in new production plants as well as in existing ones.

    

Market position and strategy Goodtech maintains a leading position in the field of products for treatment of wastewater in areas with no municipal infrastructure. Biovac® mini treatment systems Goodtech has an estimated market share of about 55% in the Norwegian market and is a substantial supplier to the Swedish market. Goodtech is considered to be the foremost supplier of “village treatment systems” built on site, such systems being individually designed. This gives reliable systems with low operating costs and a long life. Haco – nature based treatment systems These systems are particularly suited to areas where the soil is vulnerable to external effects. This has made Haco the leading product in treatment solutions for leisure cabins. Water and sewage projects – treatment of wastewater Goodtech has a significant position in the Swedish market for the supply of water and sewage projects for the public and private sectors. These projects range from total contracts to machine deliveries for chemical and/or biological treatment of wastewater, water purification systems, sludge treatment, renovation, heat recovery from sludge and biosubstrate. Biogas deliveries An ever increasing share of Goodtech Environment’s sales is linked with biogas related products and system deliveries. Goodtech has a particularly good position in respect of deliveries relating to the upgrading of existing systems for heat recovery from biosubstrate and upgrading to allow systems to accept other types of organic waste. Future prospects Norway and Sweden have still not complied with the EU water directive, which states that all rivers and waterways must be brought back to their original water quality standard. Both Norway and Sweden have divided up their land into water areas, and in recent years considerable effort has been made to assess the status and measures in all areas. Implementation of the necessary measures has begun in some areas, while other areas are still at the planning stage. It has been estimated that most areas will start implementation by 2014, with completion by 2020. This provides good prospects for Goodtech’s products and services in the field of sewage treatment. It is anticipated that the emphasis on green energy and recycling of organic waste will be maintained and increased. Goodtech therefore expects to increase deliveries with regard to upgrading and construction of biogas systems in the years to come. The total effect of regulatory conditions and emphasis on a “greener” society mean that Goodtech anticipates continued growth in the areas in which Goodtech Environment is involved. Strategy Goodtech Environment’s main focus for 2012 will be to:

Reinforce its position in the field of biogas projects Continue to reinforce its position for water and sewage projects on the Norwegian and Swedish markets Reinforce its “first-to-market” strategy for diffuse sewage solutions in new areas Establish itself as a leading supplier of pumping stations to leisure cabins/villas on the Norwegian market Offer water and recirculation solutions to industry

    

Products The Products business area supplies products and knowledge services to Norwegian industry and the public sector. The company represents leading international suppliers and manufacturers in the fields of automation, instrumentation, industrial communications and logistics. Highlights in 2011

International framework agreement with Statoil Fuel & Retail AS for the supply of Cross Over Prevention systems to all 1450 Statoil petrol stations in Europe

Framework agreement with Småkraft AS for the supply of communication products Supply of a large number of Seacom rolling bodies to Saga Fjordbase AS and an advanced, specially customised

terminal tractor to Norsea Group Tananger Base Supply of an Allen-Bradley control and automation system to the Framo Engineering Clov Multiphase Pump

System project in Angola Supply of Allen-Bradley and BaWiT control systems to Guard Systems Engineering for control, regulation and

monitoring of the water and sewage systems of the municipality of Steinkjer Description of business Products is a leading supplier of products and service which improve customers’ quality and competitiveness. Its business covers a broad range of industrial products and solutions and meets customers’ needs for total supplier responsibility. Products has partnership agreements with leading machine constructors, system integrators, engineering companies and the end user industry. Products is organised into 4 divisions: • Automation and control systems • Instrumentation • Industrial communication • Logistics and internal transport

Products and services Products and brands Products represents world leading industrial brands on the Norwegian market. The most important of these are Rockwell Automation, Allen-Bradley, Secu-Tech, BawIT, Prosoft, Mafi, Seacom, Loop telecom and 4RF. The sales divisions are supported by a shared technical department, which employs its high levels of engineering and product expertise to help Goodtech’s customers in the correct and efficient use of products and solutions. Services Goodtech’s knowledge services cover the entire service life of its products with a view to improving customers’ overall service life costs. The services on offer include a helpdesk, course and training services, design and applications assistance and servicing, operation and maintenance services.

Market position and strategy Market position Goodtech has reinforced its market position within the company’s most important markets and business areas and is in an extremely good position in growing industries such as oil and gas, energy, infrastructure and the food industry. Goodtech has continued important strategic cooperation agreements and entered into new framework agreements with leading Norwegian technology providers in the fields of oil and gas, infrastructure and industry. The Auto ID business was sold in 2011 as this was no longer considered to be the core business of the company. Future prospects Leading international products have created inroads for Goodtech into Nordic industry. A positive trend in industry will provide the basis for increased sales of the entire product and services portfolio in 2012. The market prospects in the segments offshore oil and gas, transport and municipal water and sewage are considered to be very good. Strategy Goodtech Products’ long term objective is to become a leading industrial product provider on the Nordic market. A number of improvement initiatives have been implemented in order to achieve this. Goodtech Products’ main objectives in 2012 will be to:

reinforce its position as a leading product provider for industry and the public sector attract good agencies as a professional player and channels into the Nordic market combine products so as to increase earnings and take a larger part of the value chain establish more partnership agreements in the Nordic market

    

position itself in process industry build an organisation that will attract the best and develop the best. People who develop customers will develop

Goodtech. continue CORE work with implementation of improvement programmes in the fields of storage and logistics, sales

and tendering and customer support/helpdesk

    

Presentation of the Board and executive Board of Directors Stig Grimsgaard Andersen Chairman Grimsgaard Andersen (born 1955) is a Master of Business Administration from the University of San Francisco. He is the Executive Chairman at Holmen Industri AS, Chairman of Unison Forsikring ASA, Silver Pensjonsforsikring AS, Grieg Investor ASA and Maritime Information Systems (Maris) AS. He is also a Board member of several non-listed companies. Grimsgaard Andersen was formerly the Group President of Aon Norden. Grimsgaard Andersen and related parties own 869 000 shares in Goodtech ASA. He also has indirect holdings via Holmen Industri Invest 1 AS.

Selma Kveim Board member Kveim (born 1963) graduated from the Norwegian School of Management (BI). Kveim has 21 years of experience of the IT industry as a sales and marketing manager, and her last position was as Vice President Channel business (Europe, Middle East and Africa) for Fujitsu Siemens Computers. She has spent 14 years working internationally, which led to her living in four different European countries. She has worked for Fujitsu Siemens Computers and Hewlett Packard. Kveim is also a Board member for PSI Group ASA.

Stig Martin Board member Martin (born 1945) graduated from Uppsala Universitet (BA). Martin has held a number of executive positions in Swedish industry, most recently as the Executive Vice President of Softronic AB. He also has years of experience of Board work at listed companies in Sweden, and he is the Chairman of Västgötadata AB and a Board member at Softronic AB. Martin owns 651 060 shares in Goodtech ASA.

Anna-Stina Nordmark Nilsson Board member, member of the audit committee Nilsson (born 1956) graduated from Luleå University of Technology. Nilsson has held a number of executive positions in Swedish industry, including as an authorised auditor and manager at PriceWaterhouseCoopers, Director of Roads, Regions Director and, most lately, as the CEO of the Swedish Federation of Business Owners. Over the past 15 years, she has served on a number of boards, as both Chairman and Board member, for listed companies, private companies, universities, hospitals and other organisations. Nilsson owns 50 000 shares in Goodtech ASA.

Veroslav Sedlak Board member Sedlak (born 1946) is a trained civil engineer specialising in automation. He is responsible for business development at Goodtech and is Managing Director of Goodtech Recovery Technology. Sedlak is also Chairman and Board member of several companies. He has previously worked on major projects both on and off shore. He has also started several companies since 1985. Sedlak and related parties own 15 472 705 shares in Goodtech ASA.

Karl-Erik Staubo Board member, Chairman of audit committee Staubo (born 1956) is a Bachelor of Commerce and holds a Master’s Degree in International Management from the United States. He is the Managing Director of Holmen Industri AS as well as being Chairman and Board member for several companies in Norway and Scandinavia. Staubo has experience of executive positions in stockbroking, fund management and investment companies. He is also Chairman of the audit committee at Goodtech ASA. Staubo and related parties own 350 000 shares in Goodtech ASA. He also has indirect holdings via Holmen Industri Invest 1 AS.

   

    

Anne Ma Sødahl Wessel Board member Wessel (born 1952) holds a degree in civil engineering from NTNU and has completed several masters programmes at BI in fields such as Board competence and project management. She is employed at Statoil and is working on projects relating to Statoil’s international operations. Wessel has many years of wideranging experience in positions in technology and project management at Aker Engineering and Norsk Hydro. She has also been a member of the Corporate Assembly at Kollektivtransportproduksjon AS.

Tine Gottlob Wollebekk Board member Wollebekk (born 1962) is a Bachelor of Commerce and holds a Master of Science (Cand. Merc) from Copenhagen Business School. Wollebekk has held a number of executive positions in the field of banking and finance in Norway, Sweden and Denmark, her latest position as Country Manager for SEB in Norway. She is also a Board member at SEB Privatbanken ASA and Møller Gruppen, as well as the Chairman for Finn Clausen Gruppen AS, and she has also been on the Boards of listed companies.

Robert Karlsson Board member, member of the audit committee Karlsson (born 1968) holds a degree in economics and works as the Finance Manager of Goodtech Environment AB. He is also a member of the audit committee at Goodtech ASA. Karlsson previously worked in shipping and in banking and finance. He is one of the employee representatives on the Board. Karlsson owns 17 500 shares in Goodtech ASA.

Håvard Kristiansen Board member Kristiansen (born 1979) ) is a qualified automation engineer with a bachelor’s degree from the University of Oslo and a master’s degree from the University of Sunderland. He works as Project Engineer/Project Manager at Goodtech Projects & Services AS, Oslo. Kristiansen is one of the employee representatives on the Board. Kristiansen owns 13 500 shares in Goodtech ASA.

Osvaldo Chamorro Board member Chamorro (born 1961) is a qualified electromechanical engineer and electrician. He works as a Unit Manager at Goodtech Projects & Services AB, Stockholm. Chamorro is one of the employee representatives on the Board.

    

Management Vidar Låte CEO Låte (born 1961) is a qualified engineer and business economist. He has been the Group President of Goodtech since Cronus was purchased in late 2005/early 2006. He previously worked on technical projects and operated as a Line Manager. He has also worked with sales, marketing and corporate management. Låte and related parties own 15 006 407 shares in Goodtech ASA.

Synnøve Granli CFO Granli (born 1966) is a qualified business economist and state-authorised public accountant with degrees from the Norwegian School of Economics and Business Administration. Granli has a varied background in the fields of accounting, auditing, finance and administration. She previously spent many years working as a CFO in the field of private equity, and prior to that was a manager at Price Waterhouse. Granli owns 78 097 shares in Goodtech ASA.

Annmari Waldell Communication Manager Waldell (born 1971) is qualified in communications and is Communications Manager at Goodtech ASA. She held a similar position at El & Industrimontage Svenska AB prior to the merger with Goodtech in the autumn of 2010. Waldell owns 2 089 902 shares in Goodtech ASA.

    

Annual report 2011  

Goodtech has seen annual sales of NOK 2 billion for the first time 2011 has been a successful year of consolidation that positions Goodtech to achieve the Group’s long-term goals

for profitability The Group has won significant contracts throughout 2011 Orders in hand at year end stand at NOK 1 billion Sales in 2011 were NOK 2 020.9 million, compared with NOK 1 085.2 million in 2010 EBITDA in 2011 closed at NOK 64.4 million, compared with NOK 70.0 million in 2010 The Group’s profitability programme will be continuing in 2012, with emphasis on project implementation, improving

margins and cost structuring The business and highlights in 2011 Goodtech ASA is a listed technology group that contributes to a sustainable society through upgrading infrastructure and energy systems, improving efficiency and increasing competitiveness within the industry and meeting society’s environmental challenges. The Group is the leading automation company and the largest process assembly contractor in the Nordic countries. Its head office is in Oslo, and the Group is also highly active in Sweden and Finland. Goodtech’s ambition is to be the Nordic countries’ leading supplier of solutions in the fields of automation, electrics, process technology, industrial technology and the environment. The Group’s business concept is to supply cost-effective projects and innovative technical solutions, and to use its own expertise to develop products and technology within the industrial energy and environment segment. Since the merger with E&I in the autumn of 2010, Goodtech has been organised into four business areas: Projects & Services, Solutions, Environment and Products. Goodtech has seen annual sales exceeding NOK 2 billion for the first time. 2011 has been a year of consolidation following the merger with E&I in the autumn of 2010. Goodtech is established as one of the leading Nordic power and automation contractors; and with the integration work done over the course of the year, including the internal improvement programme CORE, Goodtech is well equipped to face the future. Sales closed at NOK 2 020.9 million, compared with NOK 1 085.2 million in 2010. EBITDA closed at NOK 64.4 million, compared with NOK 70.0 million last year. Profit before tax (EBT) amounted to NOK 11.5 million in 2011, compared with NOK – 31.5 million last year. Margins for the Projects & Services business area have been characterised by delays in a few weak projects, but operating activities in Sweden in the field of Projects & Services are demonstrating increasing margins. Margins for Solutions have been too weak in 2011, while the Environment and Products business areas demonstrated increased margins compared with last year. The Group has expensed NOK 0.4 million in bad debts in 2011. In 2010, the Group recognised NOK 0.2 million in bad debts as a consequence of funds received relating to debts previously written off. In general, Goodtech experiences little debt due to having solvent customers. Orders in hand at year end amounted to NOK 1 016.2 million for the Group. This is on a par with orders in hand at the same time last year, which at that time amounted to NOK 1 080.6 million. Goodtech won a number of good, important contracts in late 2011 and early 2012, and market conditions for the future look generally positive. The Board and executive are very pleased with the strategic position which Goodtech has established through integration with E&I, and wishes to utilise the positive integration processes to reinforce the Group’s profitability and basis for further growth. Projects & Services business area Within Projects & Services, Goodtech carries out all phases of electrical and automation projects, from feasibility studies to operation and maintenance. Sales for the year were NOK 1 506.2 million, compared with NOK 671.0 million in 2010. EBITDA for the year was NOK 45.5 million (3.0%), compared with NOK 59.3 million (8.8%) the year before. The Rjukan project was concluded once phase 1 Såheim was completed. Clarification is still being sought from Hydro concerning the remainder of the project. The business area had 1 115 employees at the end of the year, of which just under 950 were in Sweden. Orders in hand at year end amounted to NOK 827.5 million, compared with NOK 888.3 million last year. Market prospects for Goodtech are seen as good in Sweden, but investments in industry have been affected to an extent by the turmoil in the global economy, and moderate development within the industry is expected to continue until 2013. Many infrastructure projects are being planned in Sweden and Norway. With the Swedish Transport Administration’s plans worth

    

billions for the coming years, there are good opportunities for increasing activity and contracts with regard to railways. There is also increasing market potential in the energy/power sector. with a clearly growing trend towards environmental investments such as wind power and bioenergy. Demand for service and operation projects reflects good levels of activity in industry. Solutions business area Production lines, machines and logistics solutions are supplied in this business area. Goodtech has its own technologies, with brands such as Portabulk®, MTH Warehouse and LECAB production lines as examples. Goodtech also supplies its own technology and solutions in the fields of robot cells and materials transport. Goodtech also exports selected products and technologies. Sales in 2011 amounted to NOK 233.9 million, compared with NOK 207.3 million the year before. EBITDA for the year was NOK 6.4 million (2.7%), compared with NOK 15.1 million (7.3%) the year before. The business area employed 149 at the end of the year, of whom 123 people are employed in Sweden. Orders in hand at year end amounted to NOK 82.9 million, compared with NOK 87.2 million last year. In general the market outlook is positive in Solutions’ industrial segments for the supply of timber processing, production lines, high bay warehousing, packing machines and bulk handling. Demand for solutions and competence services in mechanics and electrical/auto are increasing, with good growth in service and support agreements. Prospect volumes are stable at all units as a result of increased sales and marketing activities. A number of major projects are awaiting decisions over the first six months of 2012. Activity levels and investment rates among existing customers are perceived to be good, if somewhat hesitant in certain areas. Increased interest from major pharmaceutical and food industry customers in Scandinavia could offer real potential for our packing machine business and for Solutions as a whole. Environment business area This business area supplies environmental technology, water and sewage treatment systems and water purification solutions. Most of the activity takes place within the company Goodtech Environment AB, which is established in Åland (Finland) and Norway. Well known brands include Biovac®, Fluidtec® and KOBIX. In the Norwegian market, Goodtech is the leader in the mini treatment system market with Biovac®. Sales in 2011 amounted to NOK 219.5 million, compared with NOK 164.7 million last year. EBITDA for the year was NOK 14.6 million (6.7%), compared with NOK 9.5 million (5.7%) the year before. Orders in hand at year end amounted to NOK 98.9 million, compared with NOK 96.3 million last year. The business area has 67 employees. There is still considerable public procurement activity in the water and wastewater sector, and margins on tenders submitted are acceptable, but the market is seeing some postponements and cancellations. When it comes to biogas, Goodtech has benefited from rising levels of activity so far this year, and tendering activity is on the up. Some areas are experiencing a slight increase in competition from players that are not normally active in this market. The market outlook for Biovac® and HACO products is good, with development in sparsely populated places coming under public regulation in many new areas. Products business area Goodtech distributes automation, communications and electrical components. The company also represents well known manufacturers in the fields of instrumentation and internal transport. Sales for 2011 amounted to NOK 83.7 million, compared with NOK 72.5 million the year before. EBITDA for the year was NOK 6.2 million (7.4%), compared with NOK 2.3 million (2.3%) the year before. Auto-ID operations at Goodtech Products have been sold out to the departmental manager for this activity, taking effect from 31.3.2011. Orders in hand at year end amounted to NOK 6.8 million, compared with NOK 8.9 million last year. The business area had 27 employees at the end of the year. The market for Products is improving in line with industry as a whole. The oil and gas market is growing well. We are perceiving increased potential in the public sector in areas such as transport and municipal facilities. Investment levels in traditional onshore industry are stable but still relatively low. Cash flow, investment, financing and liquidity The Group’s total capital at the end of the year was NOK 1 393.0 million. Of this, current assets represent NOK 679.8 million and fixed assets NOK 713.2 million. Equity as at 31 December was NOK 667.0 million, which gives an equity ratio of 47.9%, compared with 49.1% last year. Following a significant negative operating cash flow over the first two quarters of the year, the liquidity trend has been reversed; and over the last two quarters of the year, the Group has reported a positive operating cash flow. For the year as

    

a whole, the Group’s operating cash flow is negative, standing at NOK -95.4 million compared with the positive NOK 73.1 million last year. The negative liquidity trend over the first six months is linked with a shift in the cash flow within the projects. In addition, the cash effect of the losses on individual projects at the former E&I recognised on the acquisition date was largely felt in the first half of 2011. Cash flow in the first six months was also affected by net outflows of around NOK 40 million immediately after year end. Operating cash flow generally fluctuates naturally from period to period. Cash flow depends on project mix and billing schedules for projects. The group is focusing on measures to improve project cash flow, including improved billing procedures and following up outstanding receivables. Cash flow from investment activities amounted to NOK -18.3 million, compared with NOK 11.9 million the year before. Cash flow from financing activities amounted to NOK -25.5 million, compared with NOK 27.1 million in 2010. Hence net cash flow for the Group amounted to NOK -139.2 million, compared with NOK 57.9 million in 2010. Goodtech emphasises good liquid position management, and in 2011 it has focuses more intensively on measures to improve cash flow within projects, including improved billing procedures in a new business system and following up outstanding receivables. Net interest-bearing liabilities at the end of 2011 amounted to NOK 141.6 million (NOK 26.9 million in 2010), including NOK 6.4 million (NOK million 77.5 in 2010) net classified as current. The Group had unused credit amounting to approx. NOK 165 million at the end of the year. This places the Group in a healthy position as regards financing and liabilities. Given the Group’s positive development over the past few years, the Group has capitalised NOK 27.1 million of a total of NOK 42.9 million in deferred tax benefits at year end, in accordance with good accounting practice. New estimates for recognition of deferred tax assets have been drawn up as at 31/12/2011. Loss carryforwards amounted to approx. NOK 166 million at the end of 2011, of which approx. NOK 158 million related to Norway. Shares and shareholders EI & Industrimontage Tannergård AB, is the company’s largest shareholder at year end, with 28.9% of shares. Holmen Industri Invest 1 AS is the second largest shareholder at 23.9%. This is followed by Skagen Vekst with 6.5%. Sedlak Holding AS, a company owned by Board member and Group Director for Technology and Business Development Veroslav Sedlak, owns 4.8% of shares. EIO AS, a company owned by Group President Vidar Låte, owns 4.6% of shares. About 700 employees were shareholders in Goodtech at year end. All shareholders in Goodtech must have equal rights. The company has one share class, and each share carries one vote at general meetings. All shares are freely transferable, and no transferability limits for the company’s shares are set out in the company’s Articles of Association. Please see also the section on shareholders in the annual report. Own shares During the year, Goodtech ASA purchased 1 000 000 of its own shares. In October, 1 265 922 own shares were sold to employees via the Group’s share saving scheme. 100 000 own shares have been used to acquire minority shares in Goodtech Recovery Technology AS. At year end, Goodtech ASA held 537 244 of its own shares, equivalent to 0.17% of the company’s share capital. Personnel, work environment and safety HSE is applicable to all levels within the company. Activities must be planned and executed such that nobody is injured or made ill, that the environment is not polluted and that material values are not harmed. HSE is a managerial responsibility which follows the company’s line organisation and which must be run in accordance with Goodtech’s guidelines in the BMS control system, and in accordance with legislation and authority requirements so that a continuous improvement process is implemented so as to promote health and safety for all employees, create a good, secure work environment in which staff can develop, safeguard the environment and protect property. For Goodtech, the concept of HSE includes the following:

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

A separate unit for MQS (Method, Quality & Safety) at Group level was established by the Group in early 2012. The task of the MQS unit is to:

work to protect the environment and people, including safety in the workplace and constant improvements in respect of quality, the environment and the work environment

ensure that we have the expertise with which to run and manage major and/or complex projects safeguard and underpin the Group’s joint methods streamline and safeguard the Group’s project implementation manage and develop the Group’s business management system (BMS) with processes, structures, procedures and

templates.

    

MQS’ priority area for the future is improvement in project-based activities, which account for about 75% of operations at Goodtech. The Group had 1 373 employees at the end of 2011, compared with 1 443 employees at the end of 2010. There have been 11 accidents in the workplace throughout the year, of which 2 caused the staff members involved to remain off work for more than 2 weeks. Absence due to illness within the Group amounted to 3.47% in 2011, compared with 3.26% in 2010. The work environment is considered to be good, and Goodtech regularly carries out satisfaction surveys and staff appraisals, so any improvements and changes are assessed constantly. The Group’s general guidelines demand that all employees must be treated with respect and have a workplace free from harassment. Goodtech’s objective is to provide a workplace where there is no discrimination on the grounds of race, gender or sexual orientation. The Group must not implement any form of discrimination in its recruitment and employment practice or in respect of access to training, promotion and reward. Goodtech’s general guidelines and rules of conduct are in line with the purpose of the Discrimination Act: to promote equality, to ensure that staff have equal opportunities and rights, and to prevent discrimination due to ethnicity, national origin, descent, skin colour, language, religion or faith. In total, the proportion of women in the Group is 8.6% (2010: 10.6%). These women work mainly in finance, administration and marketing. The Group’s goal is to be a workplace offering full equality between men and women, and it is also working constantly to encourage more female engineers to apply for vacant positions. At year end, four of the eight Board members voted for by shareholders were women. In 2001, the Group also implemented its share saving scheme for the Group’s employees, and participation has been good. Around half of the Group’s employees are shareholders in Goodtech ASA. Remuneration to the Group President and the company’s Board is specified in a note to the accounts. Goodtech had no bonus or option schemes in place for employees in 2011. Some of the Group’s subsidiaries have individual limited sales bonus agreements and management bonus agreements in place. Environmental reporting Goodtech is making positive contributions to the development of society by supplying cost-effective projects and innovative technology solutions. At the same time, the company consumes raw materials and causes emissions to air due to transportation. The Group has identified and selected a number of significant environmental aspects and objectives which it will be working with constantly:

We will minimise transport by means of planning, IT/telecommunications, coordinated procurement, pooling, use of public transport and ecofriendly cars, and by encouraging drivers to drive economically

We will select energy-efficient solutions which will reduce customers’ energy consumption, and it is to be hoped that our solutions and installations will be used for decades

We will select health-friendly and ecofriendly products and materials We will dispose of our waste as effectively as possible given local conditions, and attempt to reuse or recycle most

of what we use We will minimise the use of chemical products and select such products while taking health and the environment

into account We will minimise the risk of environmental accidents in the form of fire or chemical leaks, but also have contingency

measures in place to deal with any accidents Earnings improvement programme (CORE) and organisational changes from 1 January 2012 Goodtech launched an internal improvement programme – CORE – in 2011 to boost the Group’s earnings. The programme has four focus areas:

To increase revenue through enhanced delivery/customer focus and contract management To reduce project costs through better purchasing and efficiency To reduce indirect costs through cost-cutting programmes To improve cash flow through better terms and prompter billing and project closeout

The programme’s initial focus is on changing attitudes and raising awareness. Concrete proposals have also been drawn up for improvements that will have an impact in the short term and lay the foundations for lower costs in the longer term. Numerous savings and improvements have already been made within the organisation since the programme was launched across the Group at the end of August. This is also reflected in internal budgeting for 2012, in which the basis can be seen for better earnings at Goodtech. The CORE programme will be merge into everyday operations in 2012. Some organisational changes had also been made by year end as part of CORE. The Projects & Services business area has been reorganised by separating off the Infra division to create a separate business areas as of 1 January 2012. After this, Projects & Services now comprises three divisions, Sweden South, Sweden North and Norway, Norway East and West now being merged into a single division. The Solutions, Environment and Products business areas are unchanged. A central Strategic Marketing unit has been established, which will work on the Group’s long-term strategy and positioning. A

    

unit for MQS (Method, Quality & Safety) at Group level was also established, as mentioned in the section on personnel, the work environment and safety. Risk The Board is concerned to ensure the systematic and deliberate management of risk in all parts of the business and considers this to be a prerequisite for long term value creation for shareholders and employees. Goodtech is mainly exposed to risk factors connected with financial conditions, market conditions, operations and consequences of changes to external political and economic conditions. After the merger with E&I, it can be seen that there is increased risk alongside the upside effect of handling larger projects. Goodtech operates in several European countries. Its contracts are primarily in the currencies NOK, SEK, EUR and USD. Currency fluctuations may mean adjusted income in NOK for foreign projects. A significant amount of Goodtech business takes place in Sweden, and so the company is exposed in SEK. The Group’s policy is to undertake purchases and sales for individual projects in the same currency, which reduces the risks associated with currency fluctuation. The Group has also set up Group account systems in several currencies, which helps to level out currency risks. During the year the Group did not carry out any significant hedging transactions with any credit institutions as regards currency. A great deal of Goodtech’s operations relate to the implementation of individual projects. The complexity, size, duration and risks of these projects vary. To achieve good results, it is therefore vital that project risk is analysed at the tendering stage and managed in a systematic and professional manner during the implementation phase. The Group’s future operations will depend on the Group’s employees having the qualities and the skills required to ensure that deliveries are made in accordance with contracts entered into. It will be vital in this respect to meet customers’ future demands for service, technology and efficiency. The risk is reduced by the fact that the Group’s contracts have a large spread in terms of both number and size, and no contracts are large and dominant in relation to sales. There is continued pressure in the labour market, especially in project management. This may affect the Group’s access to relevant competence. There is a high level of focus on these risks, which are being weighed up through the systematic work now being initiated and managed by the MQS department, as described above. Goodtech has customers in many sectors, which makes the group less exposed to economic fluctuations. The risk of our partners being financially unable to meet their obligations is regarded as moderate, and historically the Group has had only limited losses on receivables. Goodtech has set up clear guidelines and criteria for evaluating credit risk. The Group also has a large spread of customers in terms of both number and size, and its customers are mainly well established companies and public institutions. This reduces vulnerability to losses on individual customers. The Board deems the liquidity of the Group to be good. The Group strategy is to have sufficient cash, cash equivalents and/or credit options to be able to finance operations and investments in accordance with the Group’s strategic plan. Profit liquidity is mainly kept in Norwegian kroner. Interest bearing debt is mainly taken out in NOK or SEK. To reduce Goodtech’s exposure to changes in interest rate levels, an agreement has been entered into concerning fixed interest rates on the company’s long term loans for the period 2013-2015. Otherwise the Group’s loans and borrowing facilities have variable interest rates. Regular risk assessments are performed where the most important risks are identified and evaluated. Research and development Goodtech is constantly working on technology development projects of all sizes. Much of its development is linked with solutions that will be supplied to customers. The strategic changes that will involve bringing the more solution-oriented technologies together under Solutions provide a good, natural basis for investment in technology and product development. For example, we sell our own technology solution for high bay warehouse projects. The development of technology for energy recovery in the field of heat intensive production will continue. The costs linked with this development will be capitalised. Corporate governance The Board of Directors at Goodtech has produced principles for corporate governance which will safeguard the interests of the company’s owners, employees and other stakeholders. The division of responsibilities between shareholders, the Board and the general management is also clarified. The purpose of the company’s principles for corporate governance is to create greater predictability and transparency, and thereby to reduce uncertainty linked with the business. These principles will support the targets which the company is aiming to attain. The Board is seeking to maintain corporate governance guidelines which are compliant with the Norwegian recommendation for corporate governance. The Board has reviewed a revised version of the Norwegian recommendation for corporate governance, published on 21 October 2010 with amendments dated 20 October 2011, and taken this into account when reviewing the Group’s procedures and descriptions of the same. Corporate governance principles adopted by the Board on 27 March 2012 are discussed in a separate section in the annual report. Report of the annual accounts The Group presents its annual accounts in accordance with International Financial Reporting Standards (IFRS). The annual accounts for the parent company Goodtech ASA are presented in compliance with the Norwegian Accounting Act and Norwegian accounting practice (NGAAP). The Board is of the opinion that the annual accounts provide a true picture of the

    

parent company’s and the Group’s assets and liabilities, financial position and profit. In compliance with section 3-3a of the Norwegian Accounting Act and Good Accounting Practice (GRS), it is confirmed that the conditions are in place for the continued operation of the company. The Group is in a healthy economic and financial position. Allocation of parent company’s net profit for the year The parent company Goodtech ASA had a surplus of NOK 14.7 million in 2011. The Board proposes a dividend of NOK 0.08 per share for the 2011 financial year, totalling NOK 26.0 million. It is proposed that dividends beyond the profit for the year be covered by means of a transfer of NOK 11.3 million from other equity. At year end, Goodtech ASA’s (the parent company’s) equity after the proposed dividend for the year amounted to NOK 623.5 million, of which the company’s distributable reserves amounted to NOK 494.8 million. Events after year end Goodtech has won a number of important contracts in 2012. As far as Solutions is concerned, Goodtech has already received orders amounting to approx. NOK 33 million in 2012 for the supply of technology projects. A number of contracts have been entered into by Projects & Services. Among other things, Goodtech Projects & Services in Sweden has been selected as a partner to Vattenfall Eldistribution in connection with the development and modernisation of the Måby transformer station, outside Stockholm. In February, Goodtech Products entered into a framework agreement to supply Cross Over Prevention systems to all Statoil Fuel & Retail petrol stations in Europe. This framework agreement will come into force on 1 December 2011 and continue until 2014, with an option to extend it by a further two years. In mid-March, Goodtech Environment on Åland entered into a contract totalling approx. SEK 48 million with Gäddviken waterworks in Luleå. This delivery includes detailed project planning, the supply of machine equipment and installation. Work will begin immediately and installation will be completed in 2013. This contract is subject to a normal closing date for submission of complaints in accordance with the Swedish Act on public procurements. Future development of the Group 2011 has been a year of consolidation after the merger with E&I in autumn 2010, as well as the lingering effects of some weak projects that had been entered into previously. After the integration work that has been performed in 2011, including the CORE cost-improving programme and the organisational changes taking effect on 1 January 2012, Goodtech is now well equipped to enter a new year. This will pave the way for higher operating margins and create a platform from which to achieve the goal of being the Nordic region’s leading power and automation contractor. Thus the Board is anticipating positive development for the Group’s sales and margins. Goodtech is now established as one of the leading power and automation contractors in the Nordic countries and has reached critical size. The Group is generating annual revenue of over NOK 2.0 billion and has some 1400 employees. Goodtech is shifting from a focus on acquisitions to a focus on organic growth, This will provide a foundation for a more active and predictable policy on profit from the company in future. The market prospects for Goodtech are deemed to be good. Nevertheless, the outlook for industry is considered to be somewhat more uncertain due to the turmoil in the European economy. With competence, technological solutions, the ability to get things done and entrepreneurial zeal, we see Goodtech as a winner in the market of the future. Oslo, 27 March 2012 Stig Grimsgaard Andersen Chairman of the Board

Selma Kveim Board Member

Stig Martin Board Member

Anna-Stina Nordmark Nilsson Board Member

Veroslav Sedlak Board Member

Karl Erik Staubo Board Member

Anne Ma Sødahl Wessel Board Member

Tine Gottlob Wollebekk Board Member

Robert Karlsson Board Member

Håvard Kristiansen Board Member

Osvaldo Chamorro Board Member

Vidar Låte CEO

    

Profit and Loss Account

1 January - 31 December

(NOK 1.000) Note 2011 2010

Operating income 2, 29 2 020 939 1 085 154

Product expenses 2 -1 042 740 -530 501

Salary expenses 5, 23 -743 764 -366 630

Other operating expenses 4, 23 -170 070 -118 037

Operating profit before depreciation and amortisation 64 365 69 986

Depreciation 9,11 -33 615 -11 951

Impairment changes and non-recurring items 10 -9 923 -88 798

Operating porofit 20 828 -30 763

Financial income 6 9 244 7 457

Financial expenses 6 -18 598 -8 104

Net financial expenses -9 354 -647

Contribution from associated companies 0 -72

Profit before tax 11 473 -31 482

Taxes 7 -7 096 12 105

Profit after tax from continuing operations 18 569 -43 587

Net profit/loss for sold operations 3 -884 -2 225

Profit/loss for the year 17 685 -45 812

Attributable to:

Majority interests 17 642 -46 051

Minority interests 43 239

17 685 -45 812

Profit per share from continuing operations (figures in NOK) 8 0,06 -0,21

Diluted profit per share (figures in NOK) 8 0,06 -0,21

Profit per share from sold operations (figures in NOK) 8 0,00 -0,01   

Comprehensive Income

(NOK 1.000) Note 2011 2010

Profit for the period 17 685 -45 812

Translation differences -701 1 076

Estimated deviation pensions 18 -126 -1 125

Effect of hedging 22 -423 0

Comprehensive income 16 435 -45 861

Total comprehensive income attributable to:

- Majority interest 16 392 -46 099

- Minority interests 43 239

Total 16 435 -45 860   

    

Balance Sheet as at 31 December (NOK 1.000) Note 2011 2010

ASSETS

Fixed assets

Fixed assets 9 50 569 47 329

Intangible assets 11 633 215 646 022

Deferred tax assets 7 27 142 21 471

Other fixed assets 20 2 228 164

Total fixed assets 713 154 714 986

Current assets

Inventory 12 22 859 28 075

Accounts receivables 13 374 094 298 916

Other short term receivables 14 249 887 107 837

Cash and cash equivalentws 15 32 973 176 502

Total currents assets 679 813 611 330

Total assets 1 392 968 1 326 316

   

    

EQUITY AND LIABILITIES

Equity

Investet equity

Share capital 16 65 058 65 058

Own shares 16 -107 -181

Premium fund 16 535 440 535 440

Decided, not registered capital decrease 16 -500 000

Total contributed equity 100 390 600 317

Retained earnings

Other equity 566 014 49 441

Total retained earnings 566 014 49 441

Minority interests 580 835

Total equity 666 984 650 593

Liabilities

Long term liabilities

Loans 17 147 889 104 392

Pension oblibations 18 3 251 2 725

Deferred tax 7 10 963 17 311

Provisions 19 1 303 1 304

Total long term liabilities 163 406 125 732

Short term liabilities

Loans and credits 17 26 648 98 971

Trade accounts payable and other short therm liabilities 21 528 922 444 753

Tax payable 7 1 548 135

Provisions 19 5 460 6 131

Total short term liabilities 562 578 549 991

Total liabilities 725 984 675 723

Total equity and liabilities 1 392 969 1 326 316 

Oslo, 27 March 2012

Stig Grimsgaard Andersen Chairman of the Board

Selma Kveim Board Member

Stig Martin Board Member

Anna-Stina Nordmark Nilsson Board Member

Veroslav Sedlak Board Member

Karl Erik Staubo Board Member

Anne Ma Sødahl Wessel Board Member

Tine Gottlob Wollebekk Board Member

Robert Karlsson Board Member

Håvard Kristiansen Board Member

Osvaldo Chamorro Board Member

Vidar Låte CEO

  

    

Changes to equity

Share Own Premium Translation Other Total Minority Total

(NOK 1.000) Note capital shares fund differences equity majority interests equity

Equity as at 1.1.2010 32 553 -12 218 595 -2 548 124 130 372 717 596 373 313

Comprehensive income 1 076 -47 175 -46 099 239 -45 860

Share issue on

company merger 3,16 32 505 316 844 349 349 349 349

Dividend *) -24 393 -24 393 -24 393

Other changes -169 -1 648 -1 817 -1 817

Equity as at 31.12.2010 65 058 -181 535 440 -1 472 50 913 649 758 835 650 593

Equity as at 1.1.2011 65 058 -181 535 440 -1 472 50 913 649 758 835 650 592

Comprehensive income -701 17 094 16 392 43 16 435

Acqusition of minority 298 298 -298 0

Decided not registered capital decrease 16 -500 000 500 000 0 0

Other changes 73 -117 -44 -44

Equity as at 31.12.2011 65 058 -107 35 440 -2 174 568 188 666 404 580 666 984

   

    

Cash Flow Statement

(NOK 1.000) Noter 2011 2010

Cash flow from operating activities

Profit/loss for the year 17 685 -45 812

Adjusted for:

- Taxes 7 -7 096 11 240

- Depreciation and write downs 9,11 33 615 91 951

- Net change in provisions for obligations 19 -2 434 4 539

- Pensjons 18 -279 -280

- Capital income 6 -9 244 -7 457

- Interest costs 6 18 598 8 104

- Other changes 1 134 3 816

Changes in working capital

- Inventory 5 216 -3 538

- Accounts receivables and other receivables -217 274 -81 456

- Trade accounts payable and other short term liabilities 85 890 95 104

Cash flow from operations -74 189 76 211

Interest paid 6 -18 598 -8 104

Tax paid -2 581 5 036

Net cash flow from operating activities -95 368 73 143

Cash flow from investment activities

Payment for purchase of fixed assets 9 -16 345 -7 547

Receipts from sales of fixed assets 210

Payment for purchase of intangible assets 11 -8 932 -1 732

Payment for purchase of subsidiary exclusive liquidity 3 229 27 537

Financial investments -2 683 -13 797

Interest received 6 9 244 7 457

Net cash flow from investment activities -18 277 11 918

Cash flow from financial activities

Payment of dividend 0 -24 393

Receipt from sale of own shares 1 428 960

Payment from purchase of own shares -1 969 -3 238

Borrowing - loan 17 69 885 0

Changes in short term loan and credits 17 -68 064 -446

Repayment of loan 17 -26 810 0

Net cash flow from financing actitvities -25 530 -27 117

Net change in cash and cash equivalents -139 174 57 944

Balance of cash and cahs equivialents as at 01.01 15 172 332 113 445

Effect of exchange rate fluctuations on cash and cash equivalents -185 943

Balance of cash and cash equivalents as at 31.12 15 32 973 172 332 

   

    

Notes

Note 1 Accounting principles Goodtech ASA is a public limited company registered in Norway. The company’s headquarters are located at Per Krohgs vei 4, 1065 Oslo, Norway. Goodtech is a technology group that contributes to the development of society through upgrading infrastructure and energy systems, improving efficiency and increasing competitiveness within the industry and through meeting society’s environmental challenges. The company is the leading automation company and the largest process assembly contractor in the Nordic countries. The company is listed on the Oslo Stock Exchange, has a turnover of around NOK 2 billion and employs 1,400 people at around 40 locations in Norway, Sweden and Finland. The company is organised into four business areas; Projects & Services, Solutions, Environmnet and Products. The account was approved by the Board at 27 March 2012. 1.1 Main policy Goodtech presents its accounts in compliance with the Norwegian Accounting Act and International Financial Reporting Standards (IFRS) as determined by the EU with comparison figures provided for the previous year. New accounting standards adopted during the year are discussed in Point 1.31. The IFRSs and interpretations that were published before 27 March 2012 and were not mandatory as of 31.12.2011 are discussed in Point 1.32. The Group accounts are based on the principles of historic cost accounts with the exception of:

Financial assets and derivatives at fair value over profits Net pension obligation at fair value

The Group accounts have been prepared with uniform accounting principles for similar transactions and events under otherwise similar conditions. 1.2 Functional currency and reporting currency The group presents its accounts in NOK. This is also the functional currency of the parent company. Subsidiaries with other functional currencies are converted to the day rate for balance items and the profit and loss account at average rates for the period. The exchange rate difference is allocated to the equity. On sale of investments in foreign subsidiaries the accumulated exchange rate differences associated with the subsidiary are recognised in the profit and loss account. 1.3 Consolidation principles Subsidiaries The group accounts include Goodtech ASA and companies of which Goodtech ASA has control, ref. Note 26. Control is usually achieved where the group owns more than 50% of the shares in the company and the group is in a position to exercise actual control of the company. Minority interests are included in group equity. The acquisition method is used for recognising company mergers in the profit and loss account. Companies which are bought or sold during the course of the year are included in the group accounts from the date on which control is achieved until the date on which it ceases. Investments in associated companies Associated companies are units in which the Group has significant influence, but not control (usually an ownership share of between 20% and 50%) of financial and operational management. The Group accounts include the Group’s share of profits from associated companies entered by equity method from the time significant control was achieved and until such control ceases. Elimination of transactions during consolidation Internal group transactions and intra group balances, including internal earnings and unrealised gains and losses are eliminated. Unrealised earnings in respect of transactions with associated companies are eliminated with the group’s share of the company. Unrealised losses are eliminated in the same way, but only to the extent that there are indications of depreciation of value of assets that are sold internally. 1.4 Cash and cash equivalents Cash and cash equivalents include cash, bank deposits, other short-term, easily transferable investments with a maximum of three months’ original term and withdrawals on bank overdrafts. Bank overdrafts are included in the loans balance under short-term debt. In the cash flow statement, the bank overdraft has been subtracted from the balance of cash and cash equivalents.

    

1.5 Receivables from customers Receivables from customers are entered at acquisition price minus loss from depreciation. 1.6 Projects in progress and advance payments from customers Production which has been carried out, but not invoiced is entered at acquisition price plus share of profit earned on the balance date, see point 1.21 for a description of policies for recognition of income. Acquisition price includes costs directly related to specific projects and a share of fixed and variable indirect costs involved in the Group’s contract activities based on either standard or current capacity utilisation – whichever is highest. In determining such costs, expenses for future activities on a contract have not been included. These expenses are shown as goods, advance payment or other turnover assets depending on cost type. The balance shows production that has been carried out, but not invoiced minus provisions for anticipated loss and advance payments under "Other short-term receivables". In cases where advance payment exceeds the production that has been carried out the advance payment is recognised under "Trade accounts payable and other short term liabilities". 1.7 Inventory Inventory is recognised in the profit and loss account at the lower of either acquisition price or net sales price. Net sales price is an estimated sales price for ordinary operations minus estimated costs for completion, marketing and distribution. Acquisition cost is allocated by use of the FIFO method and includes expenses accrued when acquiring the goods and the costs of bringing the goods to their current condition and location. Proprietary goods include variable and fixed costs which can be allocated based on either standard or current capacity utilisation – whichever is highest. 1.8 Financial derivatives and hedging instruments Separate derivatives are valued at fair value. The Group uses interest rate swap contracts as hedging instruments for hedging cash flows related to long-term financing. Cash flow hedging The effective element of the change in the fair value of derivatives which are earmarked and qualify as hedging instruments in cash flow hedging are recognised in other comprehensive income. Hedging profits or losses which are recognised in other comprehensive income and accumulated in equity are reclassified for the income statement in the period in which the hedged item affects the income statement. Profits or losses which are linked to the effective element of the interest rate swap contracts which secure loans with floating interest rates are recognised under "Financial expenses". When a hedging instrument expires or is sold, or when a hedge no longer meets to criteria for hedge accounting, any cumulative gain or loss is recognised in other comprehensive income in equity and is reclassified as profit at the same time as the hedged transaction is recognised. If a hedged transaction is no longer expected to take place, the carrying amount in equity is immediately transferred to the income statement under "Net other (losses) gains". 1.9 Financial assets The group classifies financial assets in the following categories: at fair value over profits, loans and debts and assets for sale. The classification depends on what is intended with the asset. Management classifies financial assets on acquisition and carries out a new valuation of this classification on each reporting date. During the reporting period the group only has financial assets classified as "loans and debts". Loans and debts are non-derivative financial assets with fixed payments which are not transferable in an active market. These are classified as current assets unless they fall due more than 12 months after the balance date. If so, they are classified as fixed assets. Loans and debts are classified as "accounts receivable, other short-term debts and other fixed assets" in the balance and are entered at amortised cost. 1.10 Write down of financial assets Financial assets valued at amortised cost are written down when it is probable based on objective evidence that the instrument’s cash flow has been affected negatively by one or more events occurring after the initial recognition of the instrument in the profit and loss account. The write-down amount is recognised in the profit and loss account. If the cause of the depreciation later ceases and the cessation can be objectively associated with an event taking place after the inclusion of the depreciation, the previous write-down is reversed. This reversal must not result in the balance value of the financial asset exceeding the amount of what the depreciated cost would have been, if the depreciation had not been included at the time when the write-down was reversed. 1.11 Tangible fixed assets Fixed assets are measured at acquisition cost minus accumulated depreciation andwrite-down. When assets are sold or disposed of, the value recognised in the balance sheet is deducted and any profit or loss recognised in the profit and loss account. Acquisition price for fixed assets is the purchase price including duties/taxes and costs directly associated with preparing the fixed assets for use. Costs after the fixed asset has been taken into use, such as continuous maintenance, are recognised in the profit and loss account, while other costs that are expected to provide future financial benefit are recognised in the balance sheet.

    

Depreciation is calculated on a straight-line basis over estimated useful life: Buildings 20-30 years Machinery, equipment etc. 3-10 years Depreciation and amortisation period, method and retirement value are assessed annually. 1.12 Lease agreements Financial lease agreements Lease agreements for which the Group assumes the main risk and profit involved in ownership of the asset are financial lease agreements At the beginning of the lease period, financial lease agreements are recognised at an amount corresponding to the lower of either fair value or the present value of the minimum lease minus the accumulated depreciation and write-down. For calculation of the lease agreement’s present value the implicit interest cost in the lease agreement is used if it is possible to calculate this. If not, the company’s marginal borrowing interest is used. Direct costs associated with establishing the lease agreement are included in the cost of the asset. The same depreciation time is used as for the group’s other depreciable assets. If there is no reasonable certainty that the group will take over ownership at the end of the lease period, the asset depreciates over the shortest of the periods for the duration of the lease agreement or for the useful life of the assets. The Group has no financial leasing agreements. Operational lease agreements Lease agreements where the main risk and profit associated with ownership of the asset are not transferred to the lessee are classified as operational lease agreements. Lease payments are classified as operating expenses and are recognised on a straight-line basis over the contract period. 1.13 Fixed assets held for sale and disposals Fixed assets and groups of fixed assets and debt are classified as for sale if their book value will be recovered through a sales transaction instead of through continued use. This is deemed to be the case when a sale is very probable and the fixed asset (or group of fixed assets and debt) is available for immediate sale in its present form. Management must have committed itself to a sale and the sale must be expected to be completed within a year from the date of classification. Fixed assets and groups of fixed assets and debt classified as for sale are measured at the lowest value of previously booked value and fair value minus sales costs. 1.14 Intangible assets Intangible assets acquired separately are recognised on the balance sheet at cost. The cost of intangible assets obtained through acquisitions are entered on the balance sheet at fair value in the consolidated opening balance. Intangible assets entered on the balance sheet are entered in the accounts at cost less any depreciation or write down. Internally generated intangible assets, with the exception of recognised development costs, are not entered on the balance sheet but are entered as costs on an ongoing basis. Useful lifetime is either predetermined or non-predetermined. Intangible assets with a predetermined useful life are depreciated over this period and tested for write down if so indicated. Depreciation method and period are assessed at least annually. Changes in depreciation method and or period are treated as estimate changes. Intangible assets with a non-predetermined useful life are tested for depreciation at least annually, either individually or by cash flow generating unit. Intangible assets with a non-predetermined useful life are not depreciated. The useful life is assessed annually to determine whether the assumption of non-predetermined useful life is reasonable. If not, a change is made to predetermined useful life. Patents and licences Patents and licences are recognised in the balance sheet at acquisition cost minus accumulated depreciation and writedown. Depreciation is calculated on a straight-line basis over estimated useful life, which is varying from 5-10 years. Depreciation period and method are reviewed annually. Research and development Expenses associated with research activities are recognised in the profit and loss account when they arise. Development expenses are recognised in the profit and loss account when it is probable that the project will produce future financial benefit. The prerequisite for being recognised in the profit and loss accounts is that the project is technically and commercially viable, that the Group has sufficient resources to complete the project and that expenses can be reliably measured. Other development expenses are recognised in the profit and loss account when they arise. Development expenses which have previously been recognised are not recognised in the balance sheet in subsequent periods. Expenses which are recognised in the balance sheet include material costs, direct salary expenses and other directly attributable costs. Development expenses recognised in the balance sheet are entered as acquisition costs minus accumulated depreciation and write-down. Development costs depreciate on a straight-line basis over the asset’s estimated useful life.

    

Customer contracts On purchase of company, customer contracts which fulfil the definition of intangible assets contained in IAS 38 are separated and included individually. Income-based models are used as a basis for determination of fair value. Customer agreements depreciate on a straight-line basis over the contract period. 1.15 Company merger and goodwill Company mergers are entered in accordance with the acquisition method. Refer to point 1.25 with regard to the measurement of minority interests. Transaction costs are entered in the profut and loss account as they occur. Remuneration for the purchase of a company is measured at fair value on the date of acquisition and consists of cash, issued shares in Goodtech ASA and conditional remuneration. The conditional remuneration is classified as an obligation in accordance with IAS 39 and is entered at fair value in subsequent periods with changes in value of the results or against other income and costs. Conditions for the execution of the conditional remuneration are discussed in note 3. When a company is purchased, all assets and obligations taken over are assessed for classification and assignment in accordance with contract conditions, economic circumstances and relevant conditions on the date of acquisition. Assets and debts taken over are entered on the balance sheet at fair value on the date of acquisition unless IFRS 3 indicates that other measurement rules shall be used. Allocation of added value in company amalgamations is amended if new information arises regarding net realizable value on the date of taking control. The allocation may be amended for up to 12 months after the date of acquisition. The allocation of added value made on the date of acquisition was provisional. The minority interests are calculated as the minorities’ percentage of identifyable assets and debts or alternatively at fair value. The choice of method is made for each individual company merger. In the case of step by step acquisition, earlier assets are measured at fair value on the date of acquisition. Changes in value of earlier assets are entered in the profit and loss account. Goodwill is calculated as the sum of the remuneration and book value of the minority interests and fair value of previously owned assets, less the net value of identifiable assets and obligations calculated on the date of acquisition. Goodwill is not depreciated but tested at least annually for loss in value. With regard to a write-down assessment, goodwill is allocated to cash flow generating units or groups of cash flow generating units which are expected to have synergy effects from the company amalgamation. The part of the fair value of the equity that exceeds the remuneration (negative goodwill) is immediately entered as income on the date of acquisition. 1.16 decrease in value of non-financial assets Fixed assets and intangible assets with undetermined useful life do not depreciate and are evaluated annually for impairment. Fixed assets and intangible assets that depreciate are assessed for impairment when there are indicators that future earnings cannot justify the value recognised in the balance sheet. A write-down is recognised in the profit and loss account by the difference between the value recognised in the balance sheet and the recoverable amount. The recoverable amount is the higher of fair value with deductions for sales costs and utility value. When assessing decrease in value, fixed assets are grouped at the lowest level where it is possible to divide out independent cash flows (cash flow generating units). At each reporting date, the possibility of reversing previous write downs of non-financial assets (except goodwill) is assessed. For assessment of the need for depreciation of goodwill, goodwill is allocated to the current cash-generating units. The allocation of goodwill is to the cash-generating units or groups of cash-generating units which are expected to gain from the purchase. 1.17 Loans Loans are recognised in the profit and loss account at fair value when payment of the loan occurs, with deduction for tansaction costs. In subsequent periods, loans are entered at amortised cost calculated using effective interest rate. The difference between the loan amount paid out (less transaction costs) and the redemption value is recognised in the profit and loss account over the term of the loan. Loans are classified as short-term debt unless an unconditional right exists to defer payment of the debt for more than 12 months from the balance sheet date. 1.18 Provisions A provision is recognised in the profit and loss account when the Group has an obligation (legal or self-imposed) as a result of an earlier event, there is a strong probability that a financial settlement will take place and the size of the obligation can be reliably measured. If the effect is significant, the provision is calculated by discounting anticipated future cash flows with a discount rate before tax which reflects current market conditions and risk applicable to the obligation. A provision for guarantees is included when the underlying products or services are sold. The provision is based on

    

historical information about guarantees and a weighting of possible outcomes according to the probability of their occurrence. Restructuring provisions are included when the group has approved a detailed and formal restructuring plan and the restructuring has already started or has been made public. Provision for loss making contracts is entered when the group’s anticipated income from a contract is lower than the unavoidable costs involved in discharging obligations under the contract. 1.19 Equity Expenses for equity transactions Transaction costs directly associated with equity transactions are recognised in the profit and loss account allocated directly to the equity after deduction of tax. Translation differences Translation differences arise in conjunction with currency differences on consolidation of foreign units. For disposal of foreign units the accumulated translation difference associated with the unit is reversed and recognised in the profit and loss account for the same period as the profit or loss of the disposal is recognised in the profit and loss account. 1.20 Minority interests Minority interests include the minority share of the value of subsidiaries recognised in the profit and loss account including share of identified increase in value at the time of purchase. 1.21 Principles for recognition as income Income is recognised in the profit and loss account when it is probable that transactions will generate future financial benefit which will accrue to the group and the size of the amount can be reliably estimated. Sales income is presented after deduction of value added tax and discounts. Sale of goods Income from the sale of goods is recognised when delivery has taken place and the significant risks and rewards of ownership have been transferred to the buyer, and Goodtech no longer has control or administrative influence over the goods. Construction contracts Income from long-term construction projects is recognised in the profit and loss account as the project progresses when the result of the transaction can be reliably estimated. Progress is measured as accrued expenses on the balance date compared to total estimated project cost. When the result of the transaction cannot be reliably estimated, only income corresponding to accrued project costs will be recognised as income. In the period in which a project is identified as giving a negative result, the estimated loss on the contract will be recognised in the profit and loss account in its entirety. Services Income from the sale of services is recognised in the profit and loss account as the project progresses. Progress is measured in accrued hours compared to total estimated hours. Some projects include the supply of both services and products. Such projects are recognised in the profit and loss account according to the principles for construction contracts. In the period in which a project is identified as giving a negative result, the estimated loss on the contract will be recognised in the profit and loss account in its entirety. Royalty income is recognised in the profit and loss account when it is earned in accordance with the provisions of the underlying agreement. Interest earnings are recognised in the profit and loss account based on the effective rate as they are earned. 1.22 Foreign currency Foreign exchange transactions Foreign exchange transactions are calculated at the exchange rate prevailing at the time of the transaction. Monetary items in foreign currency are converted to Norwegian kroner by using the rate of exchange on the balance date. Non-monetary items which are measured at historical exchange rates expressed in foreign currency are converted to Norwegian kroner by using the exchange rate at the time of transaction. Non-monetary items which are measured at fair value expressed in foreign currency are converted to the exchange rate determined at the time of the balance. Foreign currency fluctuations are recognised in the profit and loss account continuously over the accounting period. Activities abroad Assets and liabilities in foreign companies including goodwill and fair value adjustments which appear on consolidation are converted to Norwegian kroner by using the exchange rate on the balance date. Income and expenses in foreign enterprises are converted to Norwegian kroner by using the average exchange rate. Exchange rate differentials are allocated to equity. Translation differences in equity are recognised in the profit and loss account on disposal of the foreign enterprise. 1.23 Employee contributions Pension schemes

    

The group has various pension schemes. The pension schemes are generally financed through disbursements to insurance companies. The group has both contribution based and defined benefit schemes. In accordance with the law on mandatory company pensions, all group employees in Norway participate in pension schemes that meet the requirements of the law. Defined-benefit pension schemes Net obligation is calculated based on the present value of the future pension benefits which the employee has accrued on the date of balance, less the net realisable value of pensions assets. The discount rate is derived on the basis of on the interest rate on government bonds, and is adapted to the maturity of the liability. The calculation is based on a linear earnings model and includes employer’s contributions for net actually underfinanced schemes. Introduction of a new defined-benefit scheme or improvement of an existing one involves changes in pension obligations. This is entered as cost on a straight line basis until the effect of the change is taken up. The introduction of new schemes or changes to existing ones that occur with a retroactive effect, so that the employees have immediately earned a paid-up pension (or change in paid-up pension) are entered immediately. Gains or losses in respect of restriction or conclusion of pension schemes are entered as they occur. Actuary profit and loss are continuously allocated directly to the equity. Contribution based pension schemes Most of the group’s subsidiaries have contribution based pension schemes. The group makes a fixed payment to an insurance company and has no legal or other obligation to make any further payment. Pension premiums are entered as costs as the occur. Profit share and bonus schemes The Group recognises a provision in the profit and loss account where it has contractual obligations or where a previous practice has created a self-imposed obligation. 1.24 Loan costs Loan costs that are directly attributable to the acquisition or production of a qualifying asset are capitalised as part of the acquisition cost of the asset. 1.25 Public grants Public grants are recognised in the profit and loss account when there is reasonable certainty that the company will fulfill the conditions associated with the grant and that the grant will be received. Recognition of operational grants is calculated systematically over the grant period. Grants are recognised as deductions from the cost that the grant is intended to cover. Investment grants are recognised in the balance sheet and calculated systematically over the useful life of the asset. Investment grants are calculated as deferred income. 1.26 Income tax Tax costs consist of payable tax and changes in deferred tax. Deferred tax/tax advantage is calculated on all differences between accounting and tax values of assets and liabilities with the exception of temporary differences in connection with goodwill. Deferred tax advantage is recognised in the profit and loss account when it is probable that the company will have sufficient tax surplus in later periods to utilise the tax advantage. The group recognises in the profit and loss account tax advantages which have previously not been recognised to the extent that it has become probable that the group can utilise such deferred tax advantage. Likewise the group will reduce deferred tax advantages to the extent that the group no longer regards it as probable that it can utilise the deferred tax advantage. Deferred tax and deferred tax advantages are measured based on anticipated future tax rates for the companies in the group where previously temporary differentials have arisen. Deferred tax and deferred tax advantages are recognised at nominal value and are classified as financial capital expenditure (long-term debt) in the balance sheet. Payable tax and deferred tax are allocated in the profit and loss account to equity to the extent that the tax entries relate to equity transactions. 1.27 Segment information Goodtech reports segment information in accordance with IFRS 8, Business Segments, which requires that segment information shall be based on internal management reports which are followed up regularly by the group’s most senior decision maker (Chief Operating Decision Maker) to evaluate the profits of the segments and to allocate resources to them. The group presents segment information for business segments and geographical segments (see Note 2). A business segment is a part of the company supplying products or services which are subject to risk and profit which differ from other business areas. Segments that are subject to reporting must also meet the quantitative limits of the standard. A geographical market (segment) is a part of the company supplying products and services within a limited geographical area involving risk and profit which differ from other geographical markets.

    

After the merger with E&I Intressenter AB, the group reports on the following four main segments with effect from fourth quarter 2010: Projects & Services, Solutions, Environment and Products. Segment information for 2010 is shown in accordance with the new segment division. Comparative data is normally prepared for changes in reporting segments; see note 2 for segment information. 1.28 Conditional liabilities and assets Conditional liabilities that are unlikely to be settled or which cannot be measured reliably are not recognised in the annual profit and loss account. Significant conditional liabilities are recognised with the exception of conditional liabilities where the probability of the liability is low. A conditional asset is not recognised in the annual profit and loss account, but is recognised where it is probable that a benefit will accrue to the group. 1.29 Events after the balance date New information about the group’s financial position on the balance date arising after the balance date is recognised in the annual profit and loss account. Events after the balance date which do not affect the group’s financial position on the balance date, but which will influence the group’s financial position in the future are recognised if they are significant. 1.30 The uncertainty of estimates In its presentation of the annual accounts in compliance with IFRS the group management has used estimates and assumptions deemed to be realistic. Situations or changes may arise which may mean that such estimates require adjustment and thereby affect the group’s assets, debt, equity or profit and loss. The Group’s most important accounting estimates relate to the following: Long-term production contracts Estimates of goodwill Deferred tax advantages Long-term production contracts present a number of challenges from the tender phase to handover. The estimates on which the accounts are based rely on uniform principles and are subject to control procedures which are designed to ensure effective measurement of project results and progress. The complexity and scope mean that the project estimates have an inherent risk of error despite the group’s efforts to ensure correct measurement. The group’s recognised goodwill is assessed annually or when there are indications of a fall in value. Factors that may trigger a review of the asset value include poor profits compared to historical profits or poor anticipated profits, significant negative industry or financial developments or significant changes to overall business strategy. Assessments of recoverable amounts of assets and companies are partially based on management estimates, including determining own cash flowgenerating units, estimates of future profits, an asset’s income capacity and assumptions about future market conditions and use of synergy effects. Changes in circumstances and management assumptions may lead to write-downs. Deferred tax advantage based on loss carry-forward recognised in the anticipated future income for the company concerned, with regard to group contributions, in the medium term will be sufficient to exploit these losses. This makes it necessary to estimate the company’s future income. Such estimates may change over time and cause adjustments to the value of deferred tax advantage recognised in the balance sheet. The carrying value of cash and cash equivalents is approximately equal to fair value as these instruments have short maturities. Similarly, the carrying amount of accounts receivable and accounts payable is approximately equal to fair value when they are entered into under normal conditions. The Group's financial obligations beyond long-term liabilities (Note 17) falls due within one year. 1.31 Changes in accounting policy New and amended standards coming into force in 2011 have not resulted in amendments to the Group's accounting policy. 1.32 Standards not yet effective A number of new standards, corrections and interpretations of standards are not yet effective as at 31 December 2011. The Group has not opted for early application of new and amended IFRSs or IFRIC interpretations. IFRS 9 "Financial Instruments" regulates the classification, measurement and accounting of financial assets and financial liabilities. IFRS 9 was published in November 2009 and October 2010, and replaces the elements of IAS 39 relating to accounting, classification and measurement of financial instruments. This standard will affect how the company presents its results. In accordance with IFRS 9, profits connected with the disposal of financial instruments available for sale will not be recognised through profit and loss, but simply be included in other comprehensive income. This standard will come into force for accounting periods commencing on or after 1 January 2013, but IASB has circulated a proposal for deferred entry into force for accounting periods commencing on or after 1 January 2015. New standards for consolidation, IFRS 10, IFRS 11 and IFRS 12, are not expected to involve amendments for the Group. Amendments relating to criteria for control will not involve amendments in respect of assessment of subsidiaries.

    

Amendments to IAS 19 which will come into force on 01.01.2013 will involve changes in how estimates are calculated. These amendments will mean that the distribution of changes in pension liability over pension costs and actuarial gains and losses will be slightly different as a result of the requirement for the discount rate to be applied to the net liability. IFRS 13 "Fair Value Measurement" defines what is meant by fair value when the term is used in IFRS, provides a consistent description of how fair value is to be determined in IFRS and defines what additional information has to be given when fair value is used. The standard does not expand upon the scope of accounting at fair value, but provides guidance on the application method where use is already required or permitted in other IFRSs. The company uses fair value for its financial investments; these are primarily listed securities, so it is not thought that IFRS 13 will involve any amendments for the company. Otherwise, no other IFRSs or IFRIC interpretations which are not yet effective are expected to have any significant effect on the accounts. New accounting standards and interpretations that are relevant will be applied from the date they become mandatory.

    

Note 2 Segment information (NOK 1.000) Operating segments Segment information has been prepared in compliance with IFRS 8 and is based on the reporting the management uses when assessing performance, profitability and resource allocation. In 2011, Goodtech has organised its business into four reportable segments (business areas), based on the types of projects, products and services supplied and various customer groups, as follows: The Projects & Services business area supplies qualified technical solutions in the fields of automation, electrics and power technology to Nordic industry and the public sector. These deliveries include everything from large, technically demanding projects to smaller, ongoing local assignments. The Environment business area supplies water and drainage solutions, as well as biogas solutions to municipalities, industrial companies and the private market. It also works actively with various technology development projects. The Products business area supplies products and knowledge services to Norwegian industry and the public sector. We represent leading international suppliers and manufacturers in the fields of automation, instrumentation, industrial communications and logistics.

Projects & Group

2011 Services Solutions Environment Products items Total

Income from external customers 1 497 941 229 666 218 866 74 513 -47 2 020 939

Income between segments 8 286 4 210 679 9 171 -22 346 0

Total segment income 1 506 228 233 876 219 545 83 684 -22 393 2 020 939

Product expenses -728 521 -123 964 -155 802 -49 696 15 242 -1 042 740

Salary expenses -597 417 -80 951 -33 834 -19 636 -11 926 -743 764

Other operating expenses -134 762 -22 540 -15 271 -8 129 10 631 -170 070

Operating profit before depreciation and amortisation

45 528 6 421 14 638 6 223 -8 445 64 365

Depreciation -29 157 -2 218 -913 -700 -627 -33 615

Non-recurring items -9 213 0 0 0 -710 -9 923

Operating profit 7 158 4 203 13 726 5 523 -9 782 20 828

Assets 1 087 680 136 687 110 309 39 569 18 723 1 392 968

Investment costs 7 011 3 716 1 090 125 4 403 16 345

2010

Income from external customers 663 630 201 434 163 641 56 252 197 1 085 154

Income between segments 7 383 5 863 1 016 16 240 -30 502 0

Total segment income 671 013 207 297 164 657 72 492 -30 305 1 085 154

Product expenses -283 636 -110 915 -113 671 -44 941 22 662 -530 501

Salary expenses -245 166 -62 538 -29 203 -18 028 -11 695 -366 630

Other operating expenses -82 874 -18 728 -12 320 -7 190 3 075 -118 037

Operating profit before depreciation and amortisation

59 337 15 116 9 463 2 333 -16 263 69 986

Depreciation -7 804 -2 018 -974 -696 -459 -11 951

Write-downs -80 000 0 0 0 0 -80 000

Non-recurring items -3 202 0 0 0 -5 596 -8 798

Operating profit -31 669 13 098 8 489 1 637 -22 318 -30 763

Assets 1 045 643 143 992 89 469 40 543 6 669 1 326 316

Investment costs 6 350 327 440 181 172 7 469 The segments are reported gross including sales to other segments. Group items include sales among the segments and group activities in the parent company Goodtech ASA that are not distributed among the segments. Standard business conditions apply to transactions and transfers among the group’s segments similar to those employed with external parties. Assets under group items mainly consist of parent company assets.

    

Income by product group 2011 2010

Product sales 133 728 105 695

Construction contracts 1 334 956 636 774

Services 519 766 337 566

Other income 32 489 5 119

Total income 2 020 939 1 085 154

Information about geographical areas 2011 2010

Norway 530 975 405 985

Sweden 1 409 586 580 102

Finland 7 161 3 374

Denmark 14 113 5 901

Island 19 1 392

Poland 3 537 754

Russia 1 888 7 123

Ireland 430 0

Italy 174 405

Japan 12 156 10 142

England 6 392 1 017

Germany 1 555 3 535

Austria 1 934 0

Belgium 94 292

Netherlands 2 575 1 902

Switzerland 9 528 46 107

Czech Republic 444 25

Azerbaijan 4 065 0

Romania 0 3 428

Morocco 2 232 0

Brazil 3 429 0

Chile 4 126 0

Other 4 528 13 671

Total income 2 020 939 1 085 154 Information about geographical areas is based on where the customer is located. Sales income

Home state/Norway 530 975 405 985

Abroad *) 1 489 963 679 169

Total income 2 020 939 1 085 154

*) Of which Sweden 1 409 586 580 102 There are no customers that generate more than 10% of turnover. Fixed assets

Home state/Norway 12 356 8 443

Abroad *) 38 385 39 051

Total fixed assets **) 50 741 47 493

*) Of which Sweden 36 105 36 900

**) Tangible fixed assets and other fixed assets on the balance sheet

    

Note 3 Changes in the group structure (NOK 1.000) Smaller acquisitions Goodtech acquired Imekon AB of Karlstad in Sweden in July. The purchase price was SEK 3.2 million. The acquisition will complement and expand Goodtech's engineering and system solutions operations in the Solutions business area. Contributions from acquisitions 2011

Revenues 4042

Profit before tax 774 In October, Goodtech ASA acquired 2% of the shares of Goodtech Recovery Technology AS via subsidiary Goodtech Industry Holding AS, and now owns 100% of the shares in the company. The shares were purchased from Tord Finstad, who is an employee of Goodtech Recovery Technology AS. The purchase price consisted of 100,000 shares in Goodtech ASA, which was settled using treasury shares. The shares were transferred in accordance with the closing price on the Oslo Stock Exchange on 21.10.2011of NOK 1.40 per share. With effect from 31.03.11, Goodtech has divested its Auto-ID business in Goodtech Products AS by means of a sale to a departmental manager for this activity. Income and expenses for divested business for the first quarter is shown net on the line for non-continued business in the income statement. The comparative figures for 2010 have been revised accordingly. Profit (loss) for sold operations 2011 2010Operating income 5 389 18 315

Operating expenses -6 616 -21 400

Operating profit -1 227 -3 085

Net financial costs 0 -5

Profit before tax -1 228 -3 090

Taxes -344 -865

Profit (loss) for sold operations -884 -2 225

Goodtech Projects & Services AB sold its 50 per cent holding in Tunnelentreprenad Svenska AB (TEAB) to El & Industrimontage Tannergård AB, owned by former chairman Rolf Tannergård, at the end of June. Through El & Industrimontage Tannergård AB, Tannergård held 28.9 per cent of the shares in Goodtech ASA at the time of the transaction. TEAB was jointly owned with Swarco Sverige AB and is responsible for delivery of the Norra Länken project to the Swedish Transport Authority. For Goodtech the sale was part of the process of restructuring and optimising the group's operations. In connection with the sale, a delivery agreement was concluded between Goodtech Projects & Services and TEAB which will safeguard Goodtech's ongoing interests in the Norra Länken project until 2015. This means that Goodtech Projects & Services will supply resources to this project as planned previously. El & Industrimontage Tannergård AB is paying SEK 20 million in cash for a 50 per cent holding in TEAB. In addition, the buyer and Rolf Tannergård jointly took over financial guarantees for advance payments provided by Goodtech ASA as parent company in connection with ongoing projects through an unconditional guarantee corresponding to the guarantees given by Goodtech Projects & Services AB (back to back). The buyer also became party to the performance guarantees for the contracts. At the same time Goodtech sold the subsidiary E&I International AB and its branch in Baku in Azerbaijan to El & Industrimontage Tannergård AB. The accounting impact of the transactions amounts to NOK 13.9 million and has been included in other operating revenue for the second quarter.

    

Company acquistions 2010

Book value 2010 Adjustment fair value Purchase 2010E&I Intressenter AB

Cash and cash equivalents 47 561 47 561

Accounts receivable 159 458 159 458

Other receivables 39 307 39 307

Inventory 127 127

Fixed assets 39 445 39 445

Deferred tax advantages 55 55

Customer relaatonships 42 360 42 360

Added value order backlog 13 597 13 597

Deferred tax 6 568 -14 717 -8 148

Interest free liabilities -248 914 -248 914

Interest bearing liabilities -180 351 -180 351

Net identifiable assets and obligations -136 743 41 240 -95 503

Goodwill at purchase 448 996 448 996

Expenses 4 391 4 391

Purchase sum -136 743 494 627 357 884

Purchase costs 4 391

Capital increase/own shares 353 494

Purchase sum 357 884

Paid in cash 4 391

Cash and cash equivalents received -47 561

Net cash out -43 171

Contribution from purchased company in 2010

Turnover 412 898

Profit before taxes 15 676

Contribution from purchased company if purchase had been completed on 1 January 2010

Turnover 1 159 146

Profit before taxes -25 693

On 30.09.2010, Goodtech bought 99.9% of the shares in E&I Intressenter AB (E&I) of Sweden. The remaining 0.1% was bought on 21.12.2010. E&I owns 100 % of the shares in El & Industrimontage Svenska AB, which is one of Sweden’s most complete suppliers of electrical and process technology, with an annual turnover of about SEK 1.5 billion and more than 1.050 employees. The group supplies qualified technical solutions in automation, electrical power technology and electrical installation, as well as service and maintenance to industry and the public sector. The E&I group is one of Sweden’s fastest growing companies in the technical installations industry segment. After completion of the transaction, Goodtech now has a wider range of products and services and a greater ability to deliver, especially in connection with major projects and turnkey contracts. The company will be better positioned to take a larger amount of the expected investment in the public and private sector, especially with regard to environmental technology, modernising and upgrading current energy systems and infrastructure and making industry more efficient and more competitive. In total Goodtech issued 162,524,011 shares for 99.9% of E&I Intressenter AB. On 21 December, Goodtech acquired the remaining 0.1% minority interest in E&I Intressenter AB with s settlement of 240,889 Goodtech shares, the transaction being completed with the use of own shares. The acquisition valuation is complete. Identified customer relationships which meet IAS 38 inclusion criteria are recognized on the balance sheet with NOK 42,360,000. The purchase involved goodwill of NOK 448,996,000 which will be subject to an annual depreciation test. On performing a depreciation test in accordance with IAS 36 as at 31.12.10, the grounds and need were discovered to write down the goodwill associated with the acquisition of E&I Intressenter AB by NOK 80 million. This is described more fully in note 11.

    

Goodwill for the acquisition is associated with employees with special skills and anticipated synergies with other group companies. These intangible assets do not meet the IAS 38 balance criteria and are therefore not recognised in the balance sheet separately. Ownership share is equal to voting rights.

Book value 2010Adjustment fair

value Purchase 2010Troll Power AS and Troll WindPower AS

Cash and cash equivalents 90 90

Accounts receivable 4 265 4 265

Other receivables 1 360 1 360

Fixed assets 2 255 2 255

Deferred tax advantages 1 033 1 033

Customer relaatonships 58 58

Deferred tax -54 -16 -70

Interest free liabilities -5 343 -5 343

Interest bearing liabilities -1 885 -1 885

Net identifiable assets and obligations 1 721 42 1 763

Goodwill at purchase 25 237 25 237

Expenses 692 692

Purchase sum 1 721 25 971 27 692

Purchase costs 692

Capital increase/own shares 27 000

Purchase sum 27 692

Paid in cash 27 692

Cash and cash equivalents received -90

Net cash out 27 692

Contribution from purchased company in 2010

Turnover 4 958

Profit before taxes -167

Contribution from purchased company if purchase had been completed on 1 January 2010

Turnover 20 903

Profit before taxes -2 519

At the beginning of June 2010, Goodtech purchased 40% of the Bergen company Troll Power AS, which is a leading centre of expertise in electrical processes and power systems. Troll Power AS owned at that point 59.9% of the company Troll WindPower AS, a company involved in offshore wind power projects. During the year Goodtech has acquired the remaining shares in Troll Power AS and Troll WindPower AS and at year end owns 100% of both companies. For 100% of the shares in Troll Power AS and Troll WindPower AS, Goodtech paid NOK 27,000,000 in cash, NOK 1,000,000 of which is the purchase sum relating to the purchase of Troll WindPower AS transferred to the seller by 1 December 2011. The transactions for the purchase of the companies were completed during the period June to December 2010. The acquisition valuation is complete. Identified customer relationships which meet IAS 38 inclusion criteria are recognized on the balance sheet with NOK 58,200. The purchase involved goodwill of NOK 25,237,000 which will be subject to an annual depreciation test. The merger of Troll Power AS and Troll WindPower AS with Goodtech Projects & Services AS was adopted with effect from 1.1.2011. Goodwill for the acquisition is associated with employees with special skills and anticipated synergies with other group companies. These intangible assets do not meet the IAS 38 balance criteria and are therefore not recognised in the balance sheet separately. Ownership share is equal to voting rights.

    

Book value 2010Adjustment fair

value Fleximatic AS Purchase 2010

Cash and cash equivalents 417 417

Accounts receivable 2 195 2 195

Other receivables 295 295

Inventory 1 660 1 660

Fixed assets 172 172

Deferred tax advantages 1 181 1 181

Customer relaatonships 0 196 196

Added value order backlog 0 9 9

Deferred tax 0 -57 -57

Interest free liabilities -3 012 -3 012

Interest bearing liabilities -3 519 -3 519

Net identifiable assets and obligations -611 147 -463

Goodwill at purchase 4 463 4 463

Expenses 283 283

Purchase sum -611 4 894 4 283

Purchase costs 283

Capital increase/own shares 4 000

Purchase sum 4 283

Paid in cash 4 283

Cash and cash equivalents received -417

Net cash out 3 866

Contribution from purchased company in 2010

Turnover 26 771

Profit before taxes 3 135

Contribution from purchased company if purchase had been completed on 1 January 2010

Turnover 27 670

Profit before taxes 1 894

Through the subsidiary Goodtech Industri Holding AS, on 16 February 2010 an agreement was entered into for the purchase of the company Fleximatic AS of Moss. The transaction was completed on 19 February 2010. Fleximatic AS is an established supplier of machinery and solutions to the pharmaceutical and food industries.. The company has developed several fully automatic machines and systems for packing, handling and labelling foods and pharmaceutical products and has a considerable proportion of exports. Goodtech sees good opportunities for growth in the food and pharmaceutical industries in Norway and sees export as an important development opportunity for the company’s products and solutions. The development and export of advanced machinery with a high degree of automation is central to Goodtech’s strategy for further growth in the country based market. There will also be good opportunities for synergy in sales, marketing and production of the company’s machines. This will also strengthen Goodtech’s ability to supply complete production lines. The acquisition strengthens Goodtech’s position as a considerable player in automation and materials handling in the Nordic market. The merger of Fleximatic AS with Goodtech Packaging Systems AS was adopted with effect from 1.1.2011. For 100% of the shares in Fleximatic AS, Goodtech paid NOK 4,000,000 in cash. The acquisition valuation is complete. Identified customer relationships which meet IAS 38 inclusion criteria are recognized on the balance sheet with NOK 196,000. The purchase involved goodwill of NOK 4,463,000 which will be subject to an annual depreciation test. Goodwill for the acquisition is associated with employees with special skills and anticipated synergies with other group companies. These intangible assets do not meet the IAS 38 balance criteria and are therefore not recognised in the balance sheet separately. Ownership share is equal to voting rights.

    

Disposal of company As part of the group’s strategic development, Goodtech sold subsidiary Goodtech Germany GmbH to the company’s management. The transaction was completed with effect from 2nd quarter 2010. The effect of the disposal on the profit and loss account was NOK 0.9 million, which has been entered under special operating items; see note 10.

Note 4 Other operating expenses (NOK 1.000) 2011 2010

Rent and commercial premises 40 073 23 038

Travel expenses 30 721 19 253

Car expenses 19 445 11 853

Sales and marketing expenses 10 293 9 771

Fees 24 446 26 020

Postage and telephone 11 090 8 742

Losses on receivables 422 -74

Other operating expenses 33 579 19 433

Other operating expenses 170 070 118 037

Note 5 Salary expenses and number of employees

(NOK 1.000) 2011 2010

Salary 549 240 278 867

Share based salary (share saving scheme) *) 341 180

Employer contributions 137 463 58 855

Pension costs 38 165 17 349

Other social costs 18 555 11 379

Total salary costs 743 764 366 630

Average number of full time equivalents during the period 1 372 646

Number of employees as at 31.12 1 373 1 443

*) In 2011, the Group continued its share saving scheme. The group’s employees were offered shares in Goodtech ASA at a discounted price. The discount constituted 20% corresponding to NOK 1,500 per employee, which has been entered as a salary cost. A total of 238 group employees signed up for the share saving scheme with a total of 1,265,922 shares.

Note 6 Financial items (NOK 1.000) 2011 2010

Interest income 2 581 1 973

Agio profit 5 865 4 923

Other financial income 797 560

Total financial income 9 244 7 457

Interest cost of loans -9 060 -2 116

Guarantees -747 -364

Agio loss -7 987 -3 247

Other financial costs -803 -2 376

Total financial costs -18 598 -8 104

Net financial costs -9 354 -647

    

Note 7 Tax (NOK 1.000) Skattekostnad 2011 2010

Payable tax *) 3 531 7 198

Too much/little allocated previous years 1 429 82

Payable tax accrued at purchase 0 -13 464

Tax on profit from discontinued operations 0 865

Change in deferred tax advantage -5 672 3 371

Change in deferred tax 3) -6 349 14 554

Change in deferred tax/deferred tax advantage at purchase 1) 0 -64

Change in deferred tax for equity transactions -35 -437

Tax costs -7 096 12 105

*) Tax payable in balance 1 548 135

Reconsiliation of effective tax rate 2011 2010

Profit before taxes 11 473 -31 482

Tax calculated at tax rate 28% 3 212 -8 815

Permanent differences -242 22 918

Change not included in deferred tax advantage -9 723 -1 996

Change in deferred tax/deferred tax advantage at purchase 1) 0 -64

Change in deferred tax for equity transactions -35 -437

Tax rate differentials abroad -309 500

Tax costs -7 096 12 105

Deferred tax and deferred tax advantage Balance -

consolidated Profit and loss -

consolidated Deferred tax advantage 2011 2010 2011 2010

Fixed assets -5 293 -5 096 197 2

Current assets 612 398 -213 988

Pension 910 763 -147 -359

Provisions 285 388 103 -611

Profit and loss account -243 -304 -61 -45

Deficit to carry forward 46 596 50 768 4 173 5 393

Deferred tax advantage 42 867 46 917 4 051 5 368

Of which unrecognised deferred tax assets 2) 15 724 25 447 9 723 1 996

Deferred tax advantage recognised on balance 2) 27 142 21 471 -5 672 3 371

Balance -consolidated

Profit and loss -consolidated

Deferred tax 3) 2011 2010 2011 2010

Fixed assets Sverige 8 485 14 909 -6 423 14 204

Provisions Sverige 1 487 1 382 106 416

Fixed assets Finland 990 1 021 -31 -66

Deferred tax recognised on balance 10 963 17 311 -6 349 14 555

The Group’s loss to be carried forward as of 31 Desember is as follows: 2011 2010

2015 or later 0 0

No due date -166 414 -181 316

Total loss to be carried forward -166 414 -181 316

Loss carried forward by land 2011 2010

Norway -157 907 175 277

Sweden -8 507 6 039

Total loss to be carried forward -166 414 181 316

    

1) 2010: Change in deferred tax on the purchase of E&I Intressenter AB, Fleximatic AS and Troll Power/Troll WindPower AS. 2) Deferred tax advantage applies mainly to loss carried forward. The group has recently seen positive and growing income and deferred tax advantage therefore meets the inclusion criteria in accordance with IAS 12. New estimates have been calculated for deferred tax advantage as of 31 December 2011. Deferred tax advantage as of 31.12.2011 recognised in the balance sheet is calculated by estimating future tax utilisation based on average results in Norway in the last two years for the coming four-year period. 3) Deferred tax recognised in the balance sheet relate to differences in Sweden and industrial property in Finland and cannot be offset against deferred tax advantage.

Note 8 Earnings per share Earnings per share is calculated by dividing the share of the annual profits allocated to the company’s shareholders by a weighted average of the number of ordinary shares issued over the year. To calculate the diluted profits per share, the weighted average of the number of issued ordinary shares in circulation is used and adjusted for the effect of conversion of all potential shares which may be diluted. The company has no potential shares which may be diluted.

(NOK 1.000) 2011 2010

Annual profit allocated to the company’s shareholders 17 642 -46 051

Weighted average number of issued shares (in thousands) 324 190 203 153

Earnings/deluted earnings per share (NOK) 0,054 -0,227

(NOK 1.000) 2011 2010

Annual profit for continued operations allocated to the company’s shareholders 18 569 -43 587

Annual profit for disposed opaerations allocated to the company’s shareholders -884 -2 225

Weighted average number of issued shares (in thousands) 324 190 203 153

Profit/deluted profit per share on continued operation (NOK) 0,06 -0,21

Profit/deluted profit per share on disposed operation (NOK) 0,00 -0,21

    

Note 9 Fixed assets

(NOK 1.000) BuildingsMachinery/equipment Total

As at 1 January 2010

Acquisition cost 11 875 23 234 35 109 Accumulated depreciation -1 457 -8 928 -10 386

Value recognised in balance 01.01.10 10 418 14 306 24 724

Financial year 2010

Value recognised in balance 01.01.10 10 418 14 306 24 724

Translation differences 21 329 350

Purchase of subsidiaries (note 3) 20 007 20 007

Additions 7 469 7 469

Disposals -21 -21

Annual depreciation -407 -4 793 -5 200

Value recognised in balance 31.12.10 10 032 37 297 47 329

As at 31 Desember 2010

Acquisition cost 11 897 51 019 62 915 Accumulated depreciation -1 865 -13 721 -15 586

Value recognised in balance 31.12.10 10 032 37 297 47 329

Financial year 2011

Value recognised in balance 01.01.11 10 032 37 297 47 329

Translation differences -43 -93 -137

Purchase of subsidiaries (note 3) 0

Additions 16 345 16 345

Disposals -660 -660

Annual depreciation -411 -11 898 -12 308

Value recognised in balance 31.12.11 9 578 40 991 50 569

Per 31. desember 2011

Acquisition cost 11 853 66 610 78 464 Accumulated depreciation -2 275 -25 619 -27 894

Value recognised in balance 31.12.11 9 578 40 991 50 569

Economic life 20-30 year 3-10 year

Depreciation method linearly linearly

Annual rent fixed assets not recognised in balance sheet 12 473 1 775 14 248

Estimated rent for next year 14 138 2 015 16 154

Future minimum rent associated with non-terminable rental agreements becomes dea as follows

Within 1 year 13 805

1 to 5 years 33 004

After 5 years 3 076

Total 49 885

    

Note 10 Impairment changes and non-recurring items Non-recurring items include items that are not considered to be of a recurring nature, such as write down of goodwill, acquisition expenses that shall be entered as they occur from 1 January 2010 in line with changes in IFRS, restructuring costs and other material items that are not considered to be of a recurring nature.

(NOK 1.000) 2011 2010

Write down of goodwill 0 80 000 Acquisition expenses entered in accordance with IFRS 3 867 5 366 Restructuring costs *) 9 456 3 432 Other non-recurring items -400 0

Total 9 923 88 798

*) Costs related to the liquidation and closure of branches in Sweden, including severance pay and other direct costs.

Note 11 Intangible assets

Development Customer Added value Patents and

(Alle tall i NOK 1.000) costs contracts order backlog Goodwill licences Total

Financial year 2010

Value recognised in balance 01.01.10 26 582 2 021 177 181 950 0 210 731

Translation difference 66 -14 3 446 3 497

Additions 0

Purchase of subsidiaries (note 3) 42 559 13 606 478 592 534 757

Disposals -15 039 -1 173 -16 212

Depreciation -80 000 -80 000

Annual depreciation -98 -3 125 -3 528 -6 751

Value recognised in balance 31.12.10 11 445 41 520 10 241 582 815 0 646 022

As at 31 December 2010

Acquisition cost 11 617 46 464 14 847 662 815 384 736 127Accumulated depreciation and write-downs

-172 -4 943 -4 606 -80 000 -384 -90 105

Value recognised in balance 31.12.10 11 445 41 520 10 241 582 815 0 646 022

Financial year 2011

Value recognised in balance 01.01.11 11 445 41 520 10 241 582 815 0 646 022

Translation difference -104 -36 -234 -374

Additions 6 148 2 726 8 874

Purchase of subsidiaries (note 3) 0

Disposals 0

Depreciation 0

Annual depreciation -98 -11 003 -10 205 -21 307

Value recognised in balance 31.12.11 17 494 30 413 0 585 308 0 633 215

As at 31 December 2011

Acquisition cost 17 765 46 360 14 811 665 308 384 744 627Accumulated depreciation and write-downs

-270 -15 947 -14 811 -80 000 -384 -111 412

Value recognised in balance 31.12.11 17 494 30 413 0 585 308 0 633 215

Depreciation % 16,7% - 25% 16,7% - 100% 10%

Economic life 4 - 6 år 1 - 6 år 10 år

Depreciation method linearly linearly linearly

Development costs relate to developing technology for making the production of aluminium more efficient. The group has not recognised expenses for research and development in 2011 (NOK 0,0 million in 2010).

    

Testing for value decrease of cash generating units that include goodwill Goodwill which has arisen through the purchase of a company is allocated to the individual unit where the cash flow is identifiable. Disstribution of goodwill among cash generating units 2011 2010

Goodtech Intressenter AB (prev. E&I Intressenter AB) 368 279 368 533

Troll Power AS and Troll WindPower AS 25 237 25 237

Goodtech Project & Services AS 117 488 117 488

Goodtech Electro AS 302 302

Segment Project & Services 511 306 511 560

Fleximatic AS 4 463 4 463

Goodtech Solutions activities in Sweden 57 452 54 705

Segment Solutions 61 915 59 168

Goodtech Environment Sørumsand AS 5 634 5 634

Segmentet Environment 5 634 5 634

Goodtech Products AS 6 453 6 453

Segment Products 6 453 6 453

Value recognised in balance 31.12 585 308 582 815

Goodwill related to Goodtech Project & Services AS originates in the acquisition of the Cronus Group in 2005 and the acquisition of Troll companies in 2010 (merged as of 1.1.2011).

Goodwill related to Goodtech Solutions activities in Sweden originates in the acquisition of the companies MTH Automation, IKAB, Wermtec Industriteknik AB, Three-D Tech, KHK and Lecab during the period 2007-2009. The companies were merged in 2011. Goodwill is in all entities related to employees with special skills, customer relationships and anticipated synergies with other Group companies. Impairment tests for cash flow-generating units with significant goodwill recognised in the balance sheet are based on recoverable amounts. Recoverable amounts for the cash flow-generating units are calculated based on the utility value the asset will provide to the company. Utility value is calculated based on a discounting of the anticipated future cash flows over a period of five years including a terminal value based on Gordon’s growth formula. 2.2% growth in terminal value is assumed. Liquidity prognoses are based on budgets approved by management. Cash flows over and above approved budgets are deductible from estimated growth rates for individual units. The most important prerequisites for the calculation of recoverable amounts are listed below: Turnover growth: The management are expecting the market for the company's products and services to grow over the next few years, and that the company will be able to take a greater market share within the said segments. The average growth used to derive cash flows for each cash generating unit is:

Norway Sweden

Projects & Services 5,00% 4,40%

Solutions 5,00% 4,40%

Environment 5,00%

Products 5,00% Stable margins are assumed. A moderate increase in margins is assumed over the 5 year period for some cash generating units. The interest rate (after tax) for discounting cash flows in each segment:

Norway Sweden

Projects & Services 11,86% 11,67%

Solutions 11,86% 11,21%

Environment 11,35%

Products 11,35%

    

Write down of goodwill Carrying out the impairment test in accordance with IAS 36 as at 31.12.11 found no basis for writing down or need to write down goodwill. In 2010, there was impairment of goodwill linked with the purchase of E&I Intressenter AB (now Goodtech Intressenter AB) at NOK 80 million. Sensivity analysis Write-down of goodwill may be required if the assumptions develop differently from projections. The calculated value of individual cash flow-generating units exceeded the value recognised in the balance sheet by a relatively healthy margin at the end of 2011, so no reasonable change to assumptions will mean that a write-down is required with the exception of the case described below. A further write down of goodwill in connection with Goodtech Intressenter AB may be necessary in the event of significant negative development comparted with the key assumptions for the prognoses. A change in budgeted growth prognoses from 5% to 3% with effect from 2013 would require a further write down of NOK 2,4 million. Similarly an increase in budgeted requirement on return from 11.67% to 15% with effect from 2012 and an unchange growth rate of 5% would initiate a write down need of NOK 109.1 million. Both scenarios are conditional on all other assumptions remaining constant. Goodtech Solutions’ business in Sweden is merged into one company (Goodtech Solutions AB). Management is of the opinion that the value of Goodtech Solutions AB’s business at least exceeds the total goodwill for these companies of NOK 57.4 million. The value is however based on certain key assumptions. Write-down of goodwill may be required if the assumptions develop substantially differently from projections. If the growth in Goodtech Solutions’ activities in Sweden is reduced from a budgeted prognosis of 5% to 3% with effect from 2013, the business area will need a write down of NOK 55.2 million. An increase in budgeted required return from 11.21% to 15% with effect from 2012 and an unchanged growth rate of 5% would initiate a write down need of NOK 22.5 million. Both scenarios are conditional on all other assumptions remaining constant.

Note 12 Inventory (NOK 1.000) 2011 2010

Inventory 22 859 28 075

Total 22 859 28 075

Products recognised at fair value minus sales costs 0 0

Recognised value in balance of stock as security 18 077 21 660

Stock mainly includes sales products and materials used for the supply of goods and services. Stock is pledged. See Note 20. Depreciation of stock is recognised as a product cost in the balance sheet of NOK 1,612,500 (2010 NOK 840,200).

Note 13 Accounts receivables

(NOK 1.000) 2011 2010

Accounts receivables 374 884 300 788

Provision for loss 790 1 873

Net accounts receivables 374 094 298 916

Changes in provisions for loss -1 083 264 Actual loss 1 904 473

Loss on accounts receivable is classified in the same way as other operating costs in the profit and loss account.

    

0-30 30-60 60-90 over 90

Accounts receivable by age Not due days days days days Total

2011 300 052 56 154 8 834 1 393 7 662 374 094

80% 15% 2% 0% 2% 100%

2010 262 380 25 713 5 750 752 4 320 298 916

88% 9% 2% 0% 1% 100%

Of outstanding accounts as at 31.12.11, NOK 334.7 million was paid as at 2 March 2011.

Note 14 Other short term receivables (NOK 1.000) 2011 2010

Receivables public grants 0 632

Prepaid costs 21 945 19 615

Production carried out, but not invoiced 168 575 72 388

Other short term receivables 59 367 15 202

Total other short term receivables 249 887 107 837

The Group produces a large part of its output on a contract basis. These contracts are recognised in the profit and loss account as ongoing settlements. Production carried out, but not invoiced

Carried to income on projects in progress 1 351 133

Amounts invoiced on account 1 182 558

Production carried out, but not invoiced 31.12.11 168 575

Production carried out, but not invoiced 31.12.10 72 388

Specification of provision for accrued costs projects in progress

Inntektsført på prosjekter under utførelse 1 156 168

Akontofakturerte beløp 1 338 792

Invoiced but Production not carried out 31.12.11 *) 182 624

Invoiced but Production not carried out 31.12.10 *) 60 115

*) Refers to note 21

Current projects as at 31.12. 2011 2010

Accrued income 501 291 278 641

Accrued costs -450 140 -223 837

Profit 51 150 54 804 A major project for Hydro was concluded prior to completion. Negotiations are in progress with Hydro concerning a final financial settlement. The best estimate forms the basis of the accounting treatment as at 31.12.2011.

Note 15 Cash and cash equivalents (NOK 1.000) 2011 2010

Cash in bank and cash in hand 32 973 176 502

Cash and cash equivalents in balance 32 973 176 502

Overdraft 0 -4 170

Cash and cash equivalents in cash flow analysis 32 973 172 332 Tied tax funds as of 31 December 2010 are NOK 6.3 million (2010: NOK 7.3 million).

    

Note 16 Paid-in capital

Number of

(NOK 1.000) shares issued Share capital Own shares Premium fund Total

As at 1 January 2010 162 765 32 553 -12 218 595 251 137

Year change own shares -169 -169Issue of shares on company merger (note 3) *

162 524 32 505

316 844 349 349

As at 31 December 2010 325 289 65 058 -181 535 440 600 317

As at 1 January 2011 325 289 65 058 -181 535 440 600 317

Year change own shares 73 73

Decided, not registered capital decrease -500 000 -500 000

As at 31 Desember 2011 325 289 65 058 -107 35 440 100 390

*) Transaction costs 2010 led to a reduction of the share premium reserve TNOK 3.652,9 . Nominal value per share is NOK 0.20. All shares have equal voting rights. All issued shares are fully paid-up. The general meeting of shareholders authorised management to issue shares up to the value of NOK 32,528,904. The authority expires on 30 June 2012. As per today’s date the authority has not been used. The general meeting has given the board authority to acquire shares on behalf of the company with a total nominal value of up to 6,325,147.60. The highest amount that can be paid per share is NOK 8 and the lowest amount is NOK 0.20. The authority expires of 30 June 2012. As at 31.12.2010, Goodtech ASA owns 537,244 of its own shares, corresponding to 0.17%. 20 largest shareholders as at 31 December 2011 Number of shares % of total

El & Industrimontage Tannergård AB 94 039 105 28,91%

Holmen Industri Invest 1 AS 77 647 917 23,87%

Skagen Vekst 21 168 416 6,51%

SIX SIS AB 18 421 537 5,66%

Sedlak Holding 15 472 705 4,76%

EIO AS 15 006 407 4,61%

MP Pensjon PK 4 740 000 1,46%

Swedbank (nom.) 4 219 532 1,30%

DnB NOR SMB 3 936 823 1,21%

Skandinaviska Enskilda Banken (nom) 3 569 407 1,10%

SHB Stockholm Clients Account (nom) 3 213 479 0,99%

Trollhaug Invest AS 3 200 000 0,98%

SEB Enskilda ASA 3 000 000 0,92%

Torstein Tvenge 2 500 000 0,77%

Termos Eiendom AS 2 500 000 0,77%

Avanza Bank AB 2 370 693 0,73%

Annmari Waldell 2 089 902 0,64%

VJ Invest AS 2 000 000 0,61%

Paulsberg Invest AS 2 000 000 0,61%

VPF Nordea SMB 1 629 000 0,50%

Total 20 largest 282 724 923 86,91%

Other shareholders 42 564 120 13,09%

Total 325 289 043 100,00%

At the end of 2011, Goodtech ASA had 1,794 shareholders compared to 1,590 at the end of 2010.

    

Shares owned by the board and managment as at 31.12.2011 Number of shares

Stig Grimsgaard Andersen (Chairman) *) 869 000

Stig Martin (Board member) 651 060

Anna-Stina Nordmark Nilsson (Board member) 50 000

Karl Erik Staubo (Board member) *) 350 000

Veroslav Sedlak via Sedlak Holding AS (Board member / management) 15 472 705

Robert Karlsson (Board member, employee representative) 17 500

Håvard Kristiansen (Board member, , employee representative) 13 500

Vidar Låte og via Eio AS (CEO) 15 006 407

Synnøve Granli (CFO) 78 097

Annmari Waldell (Communication manager) 2 089 902

Richard Nordlund (Leader IT) 260 424

Steve Stenman (Leader Purchasing) 5 319

Rune Hoseth (Group Director Environment) 19 500

Hans R. Vedde (Group Director Solutions) 342 078

Arve Teie (Group Director Products) 565 319 * Also indirect ownership in Holmen Industri Invest 1 AS In addition, managers in individual subsidiaries in the group own minor shareholdings. Share price development At year end the shares were listed at 1,57 per share, compared with 2,01 at the end of the previous year.

    

Note 17 Debt and credit facilities Long term debt

Value recognised in balance sheet

(NOK 1.000) Interest rate Due date Currency

Value in local currency 2011 2010

Sikret

Skandinaviska Enskilda Banken (SEB) Long term debt

Base rate + 1,0% 30.12.2015 SEK 112 000 97 451 97 406

Skandinaviska Enskilda Banken (SEB), long term credit facility 81 MSEK

Stibor + 1,0% 30.12.2015 SEK 77 000 66 998 0

Interest swap 3,06% 30.12.2015 SEK 423 -

Total secured, long term interest bearing debt

164 872 97 406

Various bank loans - variable interest rate 3,46% 30.09.2012 9 665 27 218

Total long term interest bearing debt 174 537 124 624

Total long term debt 174 537 124 624

First year’s payment on long term debt -26 648 -20 232

Total long term debt excl. First year’s payment

147 889 104 392

Due dates for long term loans are as follows 2011 2010

0 - 2 years 60 644 117 321

2 - 5 years 113 090 4 581

Over 5 years 804 2 721

Short term debt

(NOK 1.000) 2011 2010

Secured

Bank loan 0 68 945

Bank loan 0 4 038

Finansieringslån 0 1 587

Trekk Kassekreditt 0 4 170

Sum sikret 0 78 739

Total short term debt 0 78 739

First year’s payment on short term debt 26 648 20 232

Total short term interest bearing debt 26 648 98 971

Following the merger with E&I, Goodtech renegotiated its loan and credit facilities for the new group, and at the start of the year it moved its main banking to Skandinaviska Enskilda Banken (SEB). In this regard, a Group account scheme was also established for all Norwegian and Swedish Group companies with SEB. The Group has multi-currency credit facility limits of SEK 175 million and a long-term credit facility of SEK 81 million with SEB. This credit facility will remain in place until 31.12.2015. In February 2011, the Group used a long-term credit facility with SEB for the redemption of short-term funding as at 31.12.10. Total interest-bearing liabilities amount to NOK 174.5 million at the end of 2011, of which NOK 26.6 million is current. An agreement has been entered into concerning a fixed interest rate (interest rate swap) of 3.06%, including margin, on the long-term loan with SEB for the period 01.01.13 to 31.12.15. A commitment fee of 0.25% per year will be paid on the undrawn portion of the long-term credit facility with SEB. The interest terms for withdrawals under the long-term credit facility with SEB are NIBOR/STIBOR + 1.0%. The interest terms for withdrawals under the operating credit facility with SEB are NIBOR/STIBOR + 1.1%. The agreement with SEB regarding loans, credits and guarantees sets requirements for financial key figures for the group. The group shall have net interest bearing debt/EBITDA of maximum 2.5, and EBITDA/interest and amorisation shall be minimum 1.5. Quarterly reporting of accounts information and covenants is also required The group is not in conflict with covenants as at 31.12.2011.

    

As security for the commitment, SEB has a negative pledge clause, as well as a first priority mortgage of SEK 112.9 million on Goodtech Projects & Services AB and Goodtech Process AB. The process of cancellation of mortgages in favour of the former main bank Nordea was not formally completed as at 31.12.11, and so the book value of pledged assets in favour of Nordea amounted to NOK 113 million as at 31 December 2011 (2010: NOK 111.4 million). These mortgages were cancelled in early 2012.

Note 18 Pensions (NOK 1.000) Goodtech has defined-contribution pension schemes in place for its employees in the Norwegian companies. The existing schemes meet the statutory pension requirements. The pension schemes are financed through payments to insurance companies. The Group’s non-Norwegian companies have pension schemes in place that meet local regulations and comply with local practice. Employees in the Swedish subsidiaries have defined-benefit pension schemes covered by insurances with Alecta AB. This is a multi-company scheme in which the insured do not have access to necessary information to recognize the scheme as a defined-benefit scheme. In accordance with IAS 19.30 therefore, the pension scheme is recognised as a contribution scheme. Defined contribution pension schemes: The group’s defined-contribution pension schemes in the Norwegian companies include most employees in Norway and between 2% and 8% of salaries. Defined benefit pension schemes: Three employees in the group were covered by defined-benefit pension schemes as at 31.12.2011. The scheme covers pension from the 67th year for life. The scheme also includes disability pension and child pension. In addition, the Group has an unsecured pension agreement with three people. The obligation is calculated using straight-line accumulation. Calculation of the year’s pensjon costs 2011 2010

Current value of the year’s pension contribution 505 412

Capital costs of accrued pension oblilgations 340 287

Anticipated retur non pension funds -348 -298

Administration costs 90 83

Employer contributions 83 49

Annual pension costs 670 533

Pensjonsforpliktelse og pensjonsmidler 2011 2010

Gross pension obligation 8 632 8 507

Fair valaue pension funds 5 783 6 119Net pension obligation 2 849 2 388

Employer contributions 402 337

Pension obligation recognised in balance sheet 3 251 2 725

Change in obligation 2011 2010

Net pension obligation 1.1. 2 725 1 443

Pension costs recognised in profit and loss sttement 670 533

Premium payments -319 -813

Estimated deviation entered on comprehensive income statement 175 1 562

Net pension obligation 31.12 recognised in the balance sheet 3 251 2 725

   

    

On calculation of pension costs and net pension obligation the following assumptions have been made

2011 2010

Discount rate 2,60% 4,00%

Return on pension funds 4,10% 5,40%

Salary growth 3,50% 4,00%

Pension adjustment 0,10% 1,30%

G adjustment 3,25% 3,75%

Average staff turnover 0,00% 0,00% The pension funds in an insurance-based scheme consist of an insurance policy. The insurance policy is measured at fair value. Fair value corresponds to the transfer value of the policy and any premium funds. The life assurance investment profile is determined in guidelines from the Financial Supervisory Authority of Norway. Percentage distribution of pension funds by investment category 2011 2010

Shares 6,4 % 14,5 %

Property 17,6 % 19,6 %

Bonds at amortised cost 43,5 % 45,3 %

Bonds in circulation 29,3 % 18,9 %

Other 3,2 % 1,7 %

Total 100,0 % 100,0 %

Note 19 Provisions (NOK 1.000) Short term provisions Guarantee Obligation Total

Balance as at 1 January 2010 2 417 2 200 4 617

Currency effect on IB 26 26

Provision 2010 2 716 2 767 5 483

Provision reversed in 2010 1 364 1 173 2 537

Provision used in 2010 430 1 027 1 457

Balance as at 31 December 2010 3 364 2 767 6 131

Long term provisions Guarantee Obligation Total

Balance as at 1 January 2010 1 800 1 800

Provision obligation 1 304 0 1 304

Provision reversed 1 800 1 800

Balance as at 31 December 2010 1 304 0 1 304

Total provisions 2010 7 436

Short term provisions Guarantee Obligation Total

Balance as at 1 January 2011 3 364 2 767 6 131

Currency effect on IB -12 -12

Provision 2010 2 127 2 337 4 464

Provision reversed in 2010 2 441 2 441

Provision used in 2010 2 683 2 683

Balance as at 31 December 2011 3 050 2 409 5 460

Long term provisions Guarantee Obligation Total

Balance as at 1 January 2011 1 304 0 1 304

Currency effect on IB -1 0 -1

Provision obligation 0 0 0

Provision reversed 0 0 0

Balance as at 31 December 2011 1 303 0 1 303

Total provisions 2011 6 763

    

Provision guarantee The group gives a 1 to 3 year guarantee on products sold. The guarantee provision is based on historical experience.

Avsetning forpliktelse kortsiktig 31.12.2011: Provision in connection with organisational changes has been used in 2011. See note 10. Provisions of NOK 2.337.000 were made in 2011 in connection with organsational turnaround. See note 10.

31.12.2010: Provision for expected earn out in connection with the acquisition of Lecab Materialhantering AB (now Goodtech Solutions Gøteborg AB) in 2009 has been used/reversed in 2010. See note 3. Provision of NOK 2,767,000 was made in 2010 for final sum in connection with organisational changes. See note 10.

Note 20 Other fixed assets Other fixed assets include investment (SEK 50 thousand) and loans (SEK 1500 thousand) to GAQ Contracting AB, a project company established for delivery of the Max Lab IV Stage 1 project to PEAB Sverige AB, a contract entered into in late autumn 2011. GAQ Contracting AB is owned by Goodtech Projects & Services AB (50%) and APQ El AB (50%). This project is in the initial phase, and no results have been acquired from GAQ Contracting AB in 2011.

Note 21 Trade accounts payable and other short term debt (NOK 1.000) 2011 2010

Liabilities to suppliers 152 013 195 010

Unpaid public taxes 48 790 48 585

Holiday pay/salaries owed 79 913 75 134

Invoiced, but production not carried out *) 182 624 60 115

Accrued costs 20 462 13 131

Other short term debt 45 120 52 778

Total 528 922 444 753

*) Refers to note 14

Note 22 Financial risk and categories of financial instruments Financial risk The Goodtech Group has operations in several European countries and is exposed to interest rate and currency risk. The group does not use financial derivatives for the management of financial risk. The group’s financial instruments consist primarily of external financing sources (bank loans and overdrafts) and bank deposits. In addition, the Group has trade debtors and supplier debt related to its daily operations. The board has decided on annual reviews of routines for risk management. The group management makes a continuous assessment of these risks and determines guidelines for how they should be handled. Capital management The board’s aim is to maintain a strong capital base to retain the confidence of investors, creditors and the market and to develop the business. Capital income is monitored by the board. Capital income is defined as operational profit divided by total equity. No changes have been made in the management of capital over the year. No companies in the group are subject to external capital requirements apart from covenants related to bank debt (see note 17). Credit risk The risk of counterparts not having the financial ability to fulfil their obligations is deemed low. Goodtech has set up clear guidelines and criteria for evaluating credit risk. In addition, the company has a great customer spread as regards numbers and size and customers are mainly established companies. The group has no significant credit risk associated with any one counterpart or several counterparts which may be regarded as one group due to similarities in credit risk. Customers who require credit are credit-rated continuously. This reduces vulnerability to loss on individual customers and historically the Group has experienced little loss on debt. Actual loss on debt in 2011 was NOK 422,400 (2010: NOK 473,000). The Group has no guaranteed third-party debt.

    

Maximum risk exposure is represented in the value of financial assets in the balance recognised in the balance sheet. Interest rate risk The group’s exposure to interest rate risk is mainly associated with financing using variable rates. Financing sources are primarily short-term loans and credits. Surplus liquidity is primarily placed in bank deposits and low-risk money market unit trusts. See Note 17 for information on loans and credit. A reduction/increase of the interest rate level by 1% would main a reduction/increase of the group’s profits by NOK 1.4 million based on net interest-bearing debt of NOK 141.5 million at the end of the year. An agreement has been entered into concerning a fixed interest rate (interest rate swap) of 3.06%, including margin, on the long-term loan with SEB for the period 01.01.13 to 31.12.15. The fair value of the interest rate swap is NOK -0.4 million as at 31.12.11. Liquidity risk Liquidity risk is the risk of the group not being able to fulfil its financial obligations as they become due. Liquidity management shall ensure that available liquidity is sufficient to meet obligations as the become due. The Goodtech Group’s strategy is to have sufficient cash, cash equivalents or credit options at any one time to be able to finance operations and investments in accordance with the group’s overall strategy. Unused credit options are detailed in note 17. Surplus liquidity is usually kept in NOK. Interest bearing debt is mainly taken out in NOK. With the exception of long-term debt, the group’s financial obligations (note 17) fall due within a year. Currency risk Goodtech is exposed to currency risks as it has operations and sales in several countries both in and outside Europe. Contracts are primarily in local currencies (NOK, SEK, EUR and USD). Currency fluctuations may mean adjusted income in NOK for foreign projects. The main risks are related to fluctuations in SEK, USD and EUR. However, the group strives to buy and sell in the same currency on individual projects which reduces the risks related to currency fluctuations. The group has also established a multi-currency group account system which contributes to offsetting currency risks. During the year the company did not carry out any significant hedging transactions for foreign currency with any credit institutions. A weakening/strengthening of the Norwegian krone of 10% would mean a weakening/strengthening of the group’s operational profits by an estimated 5 - 7%. Determination of fair value A comparison of values recognised in the balance sheet and fair value for the group’s financial instruments is shown below. All financial instruments are measured at amortised cost. There is no significant discrepancy between fair value and book value. An exception to this is interest rate swap, which are measured at fair value. Categories of financial instruments

2011 2010

(NOK 1.000)

Fin. debt measured at

amort. cost 1) Deposits and

receivables 1) Fair value

Fin. debt measured at

amort. cost 1) Deposits and

receivables 1) Fair value

Financial assets

Cash and cash equivalents 32 973 32 973 176 502 176 502Accounts reveivables 374 094 374 094 298 916 298 916Other short term receivables 249 887 249 887 107 837 107 837Financial liabilities Loans -147 466 -147 466 -104 392 -104 392Interest swap 0 -423 0 0Loans and credits -26 648 -26 648 -98 971 -98 971Liabilities to suppliers -152 013 -152 013 -195 010 -195 010Other short term debt -379 319 -379 319 -249 743 -249 743Total financial instruments -703 460 656 955 -46 505 -648 116 583 255 -64 861Total valuation level 1 0 0Total valuation level 2 -423 0Total valuation level 3 0 0

    

The different valuation levels have been defined as: Level 1: Observable unadjusted prices in an active market for identical assets and debt Level 2: Other techniques where all input that has a significant effect on fair value is observable, directly or indirectly Level 3: Other techniques with input that has significant effect on fair value that is not based on observable market data 1) Financial debt measured at amortised cost and deposits and receivables at fair value.

Note 23 Transactions with close associates (NOK 1.000)

Renuneration to board and group management Period

Fee to the board members

Fees to board

committees Salary

Pension contri-

butions

Other bene-

fits Total

Board and election committee

Rolf Tannergård Chairman okt 10-apr 11 131 131

Stig Grimsgaard Andersen

Board member (Chairman 28.4.-31.12) 181

181

Karl Erik Staubo Board member 150 9 159

Annema Sødahl Wessel

Board member 150

150

Merete Lindhjem Stensrud

Board member mai 10-sept 10 60 3

63

Veroslav Sedlak Board member 150 150

Liselott Fröstad Board member okt 10-apr 11 88 88

Åsa Otterlund Board member okt 10-apr 11 88 6 94

Annmari Waldell Board member okt 10-apr 11 88 88

Robert Karlsson 2) Board member, employee repreentative 75 9 84

Håvard Kristiansen 2)

Board member, employee repreentative 75

75

Knut Bruntland Chairman election committee 50 50

Per Raaum Election committee 30 30

Harald Skogholt Election committee 30 30

Konsernledelsen

Vidar Låte Konsernsjef 1828 63 39 1930

Synnøve Granli CFO/ Økonomisjef 999 67 12 1078

Annmari Waldell 1) Kommunikasjonssjef 642 101 - 743

Veroslav Sedlak 1) Konserndirektør, Tekonologi og Forretningsutvikling

980 58 90 1129

Lars Wikman *) 1) Konserdirektør, Projects & Services 2238 460 - 2698

Hans Vedde 1) Konserndirektør, Solutions 874 60 148 1083

Rune Hoseth Konserndirektør, Environment 985 61 95 1141

Arve Teie 1) Konserndirektør, Products 916 66 87 1069

Rickard Nordlund 1) Konserndirektør IT/QA 732 64 - 795

Steve Stenman 1) Konserndirektør Innkjøp 712 311 - 1023

*) Left the company 25.08.2011 1) Remuneration is paid by a subsidiary in the group. 2) The employee representatives on the board also receive normal salary, earn pension rights and receive other benefits as employees that are not included in the table above.

    

The board’s declaration regarding determination of salary and other remuneration for management The Board of Goodtech ASA has set out guidelines for salary and other benefits for management employees in the company and group companies (‘Goodtech’ or ‘the group’) for the coming financial year. The declaration has been prepared in accordance with section 6-16a of the Norwegian Shareholders Act. The declaration must be put before the company’s general meeting, ref. section 5-6, paragraph 3 of the Norwegian Shareholders Act. All companies in the Group must follow these guidelines as set out below. The objective is to coordinate salary policies and schemes for variable benefits across the group. 1. Main principles for the company’s management salary policy Salaries (total remuneration received) should usually lie around the average level of managerial salaries for comparable managers in similar companies in the country in which the manager is resident Managerial salaries must be motivational – the salary must be put together in such a way that it motivates effort continually to improve the company’s results. The main element of the managerial salaries must be the fixed salary, but additional variable benefits may be awarded to motivate managers’ efforts on behalf of the company. Variable benefits must be reasonable in relation to the company’s profits for the year. In order for these variable benefits to work as an incentive, the criteria must be related to factors that the individual is able to influence. Goodtech wishes the salary system to be structured in such a way as to nurture a team spirit internally in the group and stimulate efforts that produce results outside the individual’s area of responsibility. Part of the overall remuneration may also be awarded in the form of shares in the company. The salary system must be flexible – so that it can be adapted when required. In order to offer competitive salaries Goodtech must have a flexible and adaptable salary system in place. Managers who are resident in other countries present special salary issues. Goodtech must offer salaries that are competitive in order to be able to attract and retain foreign managers, and the salary system must allow special agreements to be entered into that can be adapted to special circumstances. The salary system must be understandable and acceptable both internally in Goodtech and externally. 2. Principles for determining salary levels The basis for determining salary levels must be the overall level of fixed salary and other benefits. This level must be competitive, but not lead the market. The fixed salary should usually form the main element of any manager’s salary. 3. Principles for benefits that can be given in addition to fixed salary Remuneration for management employees may be awarded in addition to the fixed salary: - Benefits in kind - Bonuses - Share based remuneration - Pension schemes - Pay after termination of employment - Other remuneration Specific benefits are detailed below. Unless otherwise indicated below, no special conditions, frameworks or allocation criteria apply to the benefit concerned. Benefits in kind Benefits in kind will usually consist of car scheme, newspaper/magazine subscriptions and electronic communication. Allocation of benefits in kind must be related to function or in line with market practice. These benefits should not be significant in relation to salary. Senior employees are included in the Group's regular pension and insurance schemes which are applicable for all employees. This guarantees them a pension payment which is in relation to their salary levels at work. Bonuses The Group currently has no established bonus schemes in place for management. Consistent criteria must be established for this insofar as bonus schemes help to promote the company's strategic positioning and add value. The company is in the process of establishing new CPIs which will be central to the formulation of performance-enhancing salaries. Share based remuneration The group currently has no established bonus schemes or share-based incentive programmes in place for management. If the group establishes a share saving scheme for employees, management employees will be given the opportunity to participate on an equal footing. Over the last years, the group has had such a scheme in place where all employees in the group have been offered the opportunity to purchase existing shares in Goodtech at a discount of 20% on the market price. The scheme was set up by the company purchasing its own shares in accordance with the authority from the general meeting. Pension schemes Management employees are included in the group’s pension and insurance schemes for all employees.

    

Pay after termination of employment The CEO and Group Directors have an agreement on pay after termination of employment schemes that varies between 12 and 18 months. The mutual notice period for the CEO is six months. If Goodtech should terminate the employment, it is agreed that a package corresponding to up to 18 months’ salary will be provided. The CEO should usually have an agreement in place that allows the CEO to step down immediately, should this be in the interest of the company. The pay after termination scheme must therefore be sufficiently favourable for the CEO to accept an agreement on a reduced notice period. Pay after termination schemes must be such that they are acceptable both internally and externally. In addition to salary and other remuneration during the notice period, such schemes must not provide for pay after termination for more than 18 months. Agreements on pay after termination can be entered into for other managers to ensure that the composition of managers is always in the company’s interests. Such agreements will in accordance with the Norwegian Working Environment Act not be binding on any management employees except the CEO. Other remuneration Other variable elements in the remuneration may be used or other special benefits allocated than set out above if this is deemed to be practical in order to attract and/or retain managers. No special limitations exist to the benefits that may be agreed. General Remuneration for the CEO is determined by the chairman of the board in consultation with the board Remuneration for other management is determined by the CEO in consultation with the chairman of the board. The company uses standard employment contracts and standard employment terms regarding notice periods and payment on termination of employment for the positions of CEO and Group Directors. 4. Explanation of maangement salary policy and the effect of agreements on remuneration in the past financial year The management salary policy in the group for the financial year 2011 was implemented in accordance with the guidelines for salary and other benefits prepared by the board on 24 March 2011 and correspond to the guidelines discussed at the company’s general meeting in 2011. No significant changes have been made to agreement terms for management employees in 2011. No loans or guarantees have been granted to management. Loans to employees Participants in the group share-saving scheme for 2011 were offered the opportunity to finance their share purchases with loans of NOK 5,000, which are paid off over one year through salary deductions. Otherwise, no loans or guarantees have been granted to employees. Transactions with close associates Goodtech has taken out no loans from close associates in 2011. Remuneration to close associates in 2011 amounted to NOK 790,000. This relates to consultancy fee paid to former chairman Rolf Tannergård which had a consultancy agreement with Goodtech until the ordinary general meeting 2011. Remuneration to auditor 2011 2010

Auditor’s fee 2 149 1 814

Other certification services*) 79 258

Tax consultancy 271 315

Other non-audit services 515 332

Total ex VAT 3 014 2 718

*) Including aallocated to equity 19 258 Note 24 Conditional liabilities From time to time, the group is met with claims as a result of its standard operations. These typically consist of warranty claims and demands for compensation as a result of personal injury or damage to property which has arisen during the use of the company’s products. It is management’s view that none of the current cases will result in significant liabilities for the group, although this cannot of course be guaranteed.

    

Note 25 Events after the balance date Goodtech has already signed many important contracts in 2012. Goodtech has received a number of orders within Solutions to date in 2012, of which the biggest involves high bay warehousing for GEKÅS, a contract totalling around NOK 25 million. A number of important contracts have been entered into by Projects & Services. Among other things, Goodtech Projects & Services in Sweden has been selected as a partner to Vattenfall Eldistribution in connection with the development and modernisation of the Måby transformer station, outside Stockholm. In February, Goodtech Products entered into a framework agreement to supply Cross Over Prevention systems to all Statoil Fuel & Retail petrol stations in Europe. This framework agreement will come into force on 1 December 2011 and continue until 2014, with an option to extend it by a further two years. In mid-March, Goodtech Environment on Åland entered into a contract totalling approx. SEK 48 million with Gäddviken waterworks in Luleå. This delivery includes detailed project planning, the supply of machine equipment and installation. Work will begin immediately and installation will be completed in 2013. This contract is subject to a normal closing date for submission of complaints in accordance with the Swedish Act on public procurements.

Note 26 Summary of subsidiaries The largest subsidiaries that are included in the consolidation of the Goodtech group appear in the following table. Companies owned directly by Goodtech ASA are highlighted. Company

Groupsownership share

Groupvoting share

Registered office Country

Goodtech Industry Holding AS 100% 100% Oslo Norway

Goodtech Electro AS *) 50% 50% Oslo Norway

Goodtech Projects & Services AS 1) 100% 100% Oslo Norway

Goodtech Solutions AS 2) 100% 100% Porsgrunn Norway

Goodtech Recovery Technology AS 100% 100% Oslo Norway

Goodtech Products AS 100% 100% Oslo Norway

Goodtech Intressenter AB 100% 100% Umeå Sweden

Goodtech Projects & Services AB 100% 100% Umeå Sweden

Goodtech Process AB 100% 100% Umeå Sweden

Goodtech Solutions AB 3) 100% 100% Karlstad Sweden

Goodtech Solutions Manufacturing AB 100% 100% Arvika Sweden

Goodtech Environment AB 100% 100% Mariehamn Åland (Finland)

Goodtech Environment Sørumsand AS 100% 100% Sørumsand Norway

Goodtech Environment Gøteborg AB 100% 100% Gøteborg Sweden

*) Goodtech Industry Holding AS represents the majority of votes on the company’s board. 1) The merger of Troll Power AS and Troll WindPower AS with Goodtech Projects & Services was adopted with effect from 1.1.2011. 2) The merger of Fleximatic AS with Goodtech Solutions AS (former Goodtech Packaging Systems AS) was adopted with effect from 1.1.2011. 3) Goodtech Solutions Säffle AB, Goodtech Solutions Industriautomation AB and Goodtech Solutions Göteborg were merged with Goodtech Solutions AB (former Goodtech Solutions Karlstad AB) in 2011.

Note 27 Currency exchange rates Exchange rate 1.1.2011 Exhange rate 31.12.2011

SEK 87,07 87,01

EUR 7,81 7,75

    

Note 28 Public grants In 2011, the Group has received NOK 4,218.2 thousand in grants from the Research Council of Norway for development projects relating to the developments of technology for streamlining the production of aluminium (NFR Heat Pipe). This development project has been capitalised; cf. Note 11. In 2010, the Group received grants totalling NOK 739.3 thousand for research and development projects via the SkatteFUNN scheme. In the income statement, the amount in full is recognised as a cost reduction of other operating expenses and payroll expenses.    

    

Goodtech ASA

Profit and loss account 1 January – 31 December (NOK 1.000 ) Note 2011 2010

Operating income

Revenues 3 11 716 7 201

Other income

Total operting income 11 716 7 201

Operating expenses

Salary expenses 12 15 766 11 840

Depreciation 2 545 459

Write down of shares 5 0 74 577

Other operating expenses 4, 12, 14 12 067 11 625

Total operating expenses 28 378 98 502

Operating profit - 16 662 - 91 301

Financial income and expenses

Income/cost from investments in subsidiaries 5 18 935 40 151

Financial income 15 4 701 5 266

Financial expenses 15 1 475 1 408

Net financial items 22 161 44 010

Profit before taxes 5 500 - 47 291

Taxes 10 - 9 159 4 198

Profit/loss for the year 14 659 - 51 489

Proviskons and transfers

Provisions to/from other equity - 11 322 - 51 489

Provisions for dividend 9 25 980 0

Total provisions and transfers 14 659 - 51 489  

   

    

Balance sheet as at 31. december

(NOK 1.000 ) Note 2011 2010

ASSETS

Fixed assets

Deferred tax assets 10 28 290 19 131

Fixed assets 2 4 834 975

Investments in subsidiaries 5 480 864 480 864

Total fixed assets 513 988 500 970

Current assets

Accounts receivables 4, 6 6 421 1 743

Other short term receivables 6 143 877 207 831

Bank deposits and cash 7 543 38 383

Total current assets 150 841 247 957

TOTAL ASSETS 664 829 748 927

LIABILITIES AND EQUITY

Equity

Contributed equity

Share capital 8 65 058 65 058

Nominal own shares 8 - 107 - 181

Share premium fund 9 535 440 535 440

Decided, not registered capital decrease 9 - 500 000 0

Total contributed equity 100 390 600 317

Retained earnings

Other equity 9 523 149 34 587

Total retained earnings 523 149 34 587

Total equity 9 623 538 634 904

Liabilities

Short term liabilities

Liabilities to credit institutions 11 2 089 68 945

Liabilities to suppliers 6 1 990 3 390

Public taxes owed 162 0

Other short term debt 6,13 11 069 41 689

Provision for dividend 9 25 980 0

Total short term liabilities 41 290 114 024

Total liabilities 41 290 114 024

TOTAL EQUITY AND LIABILITIES 664 829 748 927    

   

    

Oslo, 27 marCH 2012

Stig Grimsgaard Andersen Chairman of the Board

Selma Kveim Board Member

Stig Martin Board Member

Anna-Stina Nordmark Nilsson Board Member

Veroslav Sedlak Board Member

Karl Erik Staubo Board Member

Anne Ma Sødahl Wessel Board Member

Tine Gottlob Wollebekk Board Member

Robert Karlsson Board Member

Håvard Kristiansen Board Member

Osvaldo Chamorro Board Member

Vidar Låte CEO

 

   

    

Cash flow statement

(NOK 1.000 ) Note 2011 2010

Cash flow from operating activities

Annual profit 14 659 - 51 489

Adjusted for:

- Taxes 10 - 9 159 4 198

- Decpreciation and write downs 2 545 459

- Write down of shares 5 0 74 577

- Loss on sale of shares 5 0 3 528

- Capital income 5, 15 - 23 636 - 48 946

- Interest costs 15 1 475 1 408

- Other changes

Changes in working capital:

- Inventory 3

- Accounts receivables and other receivables - 4 259 3 737

- Trade accounts payable and other short term liabilities - 494 - 310

Cash flow from operations - 20 870 - 12 837

Interst paid 15 - 1 475 - 1 408

Tax paid 0 0

Net cash flow from operating activities - 22 345 - 14 245

Cash flow from investment activities

Payment for purchase of fixed assets 2 - 4 403 - 172

Changed investment in subsidiaris 5 0 - 6 728

Interest received 15 4 701 5 266

Net cash flow from investment activities 298 - 1 633

Cash flow from financial activities

Receipt of share capital 9

Receipt of group contributions 11 121 23 248

Purchase/sale of own shares - 44 - 1 817

Payment of dividend 0 - 24 393

Intra group receivables 71 349 - 92 521

Intra group liabilities - 31 363 - 3 927

Borrowing from financial institution - 66 856 68 945

Net cash flow from financial activities - 15 793 - 30 466

Net change in cash and cash equivalents - 37 840 - 46 343

Balance of cash and cash equivalents as at 01.01 38 383 84 727

Effect of currency change on cash and cash equivalents

Balance of cash and cash equivalents as at 31.12 543 38 383         

   

    

Note 1 Accounting principles The company’s accounts have been prepared in accordance with the Norwegian Accounting Act 1998 and good accounting practice in Norway. The main standards are described below. Subsidiary/associated company/company under joint control Subsidiaries, associated companies and companies under joint control are assessed using the cost method in the company accounts. Investments have been assessed at their acquisition price unless write-down has been necessary. Write down to fair value is been done when the decrease in value is due to causes that cannot be considered to be transitory and where this must be considered necessary according to good accounting practice. Write-down is reversed when the basis of the write-down no longer exists. Criteria for recognition of income The sale of goods and services is recognised as income at the time of delivery. Classification Current assets and short-term debt include items which become due for payment within a year after the date of acquisition and items associated with the goods cycle. Other items are classified as fixed assets/long-term liabilities. Current assets are valued at the lower of acquisition cost and fair value. Short-term debt is recognised in the balance sheet at the nominal amount at the time it is taken out. Fixed assets are valued at acquisition price, but are written down to fair value if the decrease in value is not expected to be temporary. Long-term debt is recognised in the balance sheet at the nominal amount at the time of establishment. Income and expenses which in the company’s specific situation are deemed unusual, irregular and significant are classified as extraordinary. Accounts receivable Trade accounts receivable and other receivables are recognised in the balance sheet at their nominal value after deductions for provision for expected loss. Provision for losses is made on the basis of individual assessment of each debt. In addition, an unspecified provision is made for the remaining trade debtors to cover assumed loss. Goodwill and other intangible assets On takeover of another company for a consideration that exceeds the value of the individual assets, the differential is recognised as goodwill in the balance sheet to the extent that it represents business value. Goodwill is amortised over assumed useful life which is calculated through available purchase calculations. An assessment is carried out of the individual purchase and of fair value of the goodwill that is recognised in the balance sheet at any one time. Intangible assets consisting of patents and rights are recognised in the balance sheet at original acquisition price minus the accumulated ordinary depreciation and write-down. Ordinary depreciation is carried out on a straight-line basis at 10% per annum. Write-down to fair value of goodwill and other intangible assets is carried out when the decrease in value is due to factors which are not assumed to be temporary and it is deemed necessary in accordance with good accounting practice. Fixed assets Fixed assets are recognised in the balance sheet at acquisition cost minus the accumulated ordinary depreciation andamortisation. Ordinary depreciation is carried out on a straight-line basis at the following rates:

Machinery, office equipment, furniture 10-20 %

IT equipment 33%

Means of transport 20%

Buildings 2-5%

Plots Not amortised

Write-down to fair value takes place when the decrease in value is due to factors which are not deemed to be temporary and it is deemed necessary in accordance with good accounting practice. Write-down is reversed when the basis for the write-down no longer exists.

    

Maintenance Direct maintenance of equipment is recognised continuously as an expense under operating expenses, while increased costs or improvements are added to the equipment’s price and amortised concurrently. Leasing Rental agreements are assessed as financial or operational leasing based on an evaluation of the individual agreement. Equipment covered by rental agreements deemed to be financial leasing is recognised in the balance sheet and depreciated as ordinary business equipment. Payment of the rental liability is recognised as long-term debt. The liability is reduced by paid rent after deduction of calculated interest costs. Operational leasing agreements are recognised in the balance sheet only to the extent that advance payment has been made to the leaser. The rent is classified as operating expenses and is distributed on a straight-line basis over the rental period. Assets and liabilities in foreign currencies Assets and liabilities in foreign currency are converted to Norwegian kroner at the exchange rate current on the balance date. Assets and liabilities that are secured by agreement are translated at the hedged exchange rate. Uncertain liabilities Claims and counterclaims put forward in conjunction with projects are treated in accordance with good accounting practice on uncertain liabilities. For uncertain liabilities which will most likely come to a settlement and the value of which can be estimated reliably, the liability will be recognised in the profit and loss account. Where it is most likely that the uncertain liability will not come to a settlement or that the value cannot be estimated reliably the liability is not recognised in the profit and loss account. Taxes Deferred tax recognised in the balance sheet is calculated by assessment with full provision for net tax-increasing temporary differences based on the tax rates on the balance date and nominal figures. Deferred tax recognised in the balance sheet associated with tax-reducing temporary differences and losses to carry forward are based on the likelihood of sufficient future earnings. The tax costs in the profit and loss account include payable tax and changes to deferred tax/deferred tax advantage. Deferred tax/deferred tax advantage is recognised net in the balance sheet. Transactions with close associates Transactions between group companies take place subject to standard market terms. Earnings per share The key figure profit per share is calculated as profit after tax per time-weighted share, calculated by the actual number of days. Cash flow statement The cash flow statement has been prepared according to the indirect method. Note 2 Fixed assets

Machinery

(NOK 1.000) and equipment

Acquistion costs as at 01.01 2 637

Additions 4 403

Acquistion costs 31.12. 7 040

Accumulated depreciation 31.12. - 2 205

Book value as at 31.12 4 834

Depreciation for the year 545

The company uses straight-line depreciation for all fixed assets. The useful life of machinery and fittings is calculated as 3-10 years.

    

Note 3 Segment information (NOK 1.000) 2011 2010

Geographical distribution of income

Norway 8 999 6 823

Sweden 1 512 273

Finland 1 205 105

Other 0 0

Total 11 716 7 201

The company’s incom in 2011 and 2010 relates mainly to sales to group companies.     

Note 4 Accounts receivable and other receivables (NOK 1.000) 2011 2010

Provision to cover possible losses 0 0

Established losses 0 0

Change to provision 0 0

Losses on receivables 0 0

Note 5 Subsidiaries

Company

Ownership voting share

Registered office

Acquisition cost

Acc. write

downs

Group contrib. accrued

to acq.

Value recognised on balance

sheet

Income from invest-

ment in subsidiaries

Goodtech Intressenter AB 1) 100% Sweden 357 884 -74 577 283 307

Goodtech Environment Sørumsand AS

100% Norway 9 661 -163 9 499 6 789

Goodtech Industry Holding AS 2)

100% Norway 121 922 -7 487 114 435 12 032

Goodtech Environment AB 100% Åland

(Finland)21 822 -8 699

13 123

Cronus Elmatikk AS 100% Norway 1 579 1 579 114

Goodtech Solutions AB 3) 100% Sweden 66 806 -7 885 58 921

Total 579 674 -91 161 -7 650 480 864 18 935

1) A write down has been made in 2010 on the shares of E&I Intressenter AB (now Goodtech Intressenter AB) in the parent company’s accounts of NOK 74.6 million. 2) The year’s income from investment in subsidiaries consists of group contributions from the subsidiaries Goodtech Projects & Services A and. 3) Goodtech Solution Säffle AB, Goodtech Solution Karlstad AB and Goodtech Solutions Göteborg AB has been merged to one company; Goodtech Solutions AB.

   

    

Note 6 Balance between companies within the group (NOK 1.000) Receivables 2011 2010

Loans to group companies*) 70 499

Accounts receivables 6 421 1 743

Other short term receivables 143 809 136 845

Total 150 230 209 087

Liabilities 2011 2010

Liabilities to suppliers 926 401

Other short term debt 7 899 39 263

Total 8 826 39 664

*) 2010: The loan relates to the redemption of the former shareholder loan of SEK 81 million in E&I Intressenter AB (now Goodtech Intressenter AB) 30 September 2010. The loan has been replaced by a bank loan in Goodtech Intressenter AB end February 2011. At the same time, Goodtech ASA's loan of SEK 79.2 million (NOK 68.9 million) was redeemed as at 31.12.10; cf. Note 11. Other balances between group companies are mainly the purchase and sale of goods and services and claims on dividends/group contributions. The Group’s Norwegian and Swedish subsidiaries participate in the parent company’s account arrangements with SEB. As at 31.12.2011 the subsidiaries had a balance of NOK 6.4 million on the group account (as at 31.12.2010: NOK 36.5 million). This item is classified as short-term debt and forms part of other short-term debt. Note 7 Bank deposits NOK 543,000 of company funds are bound up in owed tax. The corresponding amount as at 31.12 last year was NOK 448,000.

Note 8 Share capital For information on share capital/shareholders in the company/own shares please see note 16 to the consolidated accounts.  

Note 9 Equity Decided, not

Share Own reg. capital Other (NOK 1.000) capital shares Premium fund decrease equity Total

Equity as at 1.1 65 058 - 181 535 440 34 587 634 904

Provisions on dividend - 25 980 - 25 980

Change own shares 73 - 117 - 44Deciden, not registered capital decrease*)

- 500 000 500 000

Annual profit 14 659 14 659

Egenkapital per 31.12 65 058 - 107 535 440 -500 000 523 149 623 538 A dividend of NOK 0.08 for the 2011 financial year is proposed, totalling NOK 26.0 million. *) The reduction of the share premium reserve to be allocated to retained earnings was recorded in the Norwegian Register of Business Enterprises on 16 March 2012.

    

Note 10 Tax (NOK 1.000) Annual tax is distributed as follows 2011 2010

Tax payable 0 0

Change to deferred tax/deferred tax advantqage - 9 159 4 198

Total tax costs - 9 159 4 198

Calculation of annual tax basis

Profit before tax 5 500 -47 291

Permanent differences *) 133 73 705

Change to temporary differences - 1 551 - 2 958

Used loss to carry forward - 4 081 - 23 456

Annual tax basis 0 0

Summary of temporary differences

Current assets/short term liabilities - 95 - 119

Fixed assets - 800 - 2 327

Loss to carry forward - 156 301 - 160 383

Total - 157 196 - 162 828

Calculated deferred tax advantage - 44 015 - 45 592

Of which deferred tax advantage not recognised on balance sheet 15 725 26 461

Deferred tax advantage recognised on balance sheet - 28 290 - 19 131

Reconciliation of effective tax rate

28 % tax on pre-tax profit 1 540 -13 241

Permanent differences (28%) *) 37 20 637

Change to deferred tax advantage not recognised in balance sheet - 10 736 - 3 231

Change to calculated deferred tax advantage previous year 0 33

Calculated tax costs -9 159 4 198 *) 2010: Includes write down of shares NOK 74.6 million (see note 5), and non-deductible expenses such as e.g. entertainment and share issue expenses. Deferred tax advantage applies mainly to loss carry-forward. In recent years, the group has had a positive and increasing income and has thus recognised part of the total deferred tax advantage in the balance sheet. Deferred tax advantage recognised in the balance sheet in the parent company as of 31.12.2011 is calculated by estimating future tax utilization based on average profits in Norway in the last two years for the coming four-year period.

Note 11 Charges and guarantees The Group's Norwegian and Swedish subsidiaries are included in the parent company's Group account scheme at SEB. The Group's withdrawals under the operating credit facility relating to the Group account scheme amounted to NOK 2.1 million as at 31.12.11. The subsidiaries' outstanding accounts with the parent company under the Group account scheme are shown in Note 6. Goodtech ASA's short-term loans amounting to SEK 79.2 million (NOK 68.9 million) as at 31.12.10 were redeemed in February 2011 when the company switched to a different main bank; cf. Note 6. For more detailed information on the Group's loans and credit facilities, see Note 17 in the consolidated accounts. Goodtech ASA has bank guarantee facilities which are also used by the subsidiaries. As at 31 December 2011, bank guarantees drawn on the facilities for which Goodtech ASA furnished security amounted to NOK 202.9 million. For mortgages and guarantees, see Note 17 to the consolidated accounts.

    

Note 12 Salary costs, number of employees, remuneration, loans to employees etc. (NOK 1.000)

Salary costs 2011 2010

Salaries 11 033 8 445

Employer contribution 1 836 1 364

Pension costs 547 550

Other benefits 2 351 1 481

Total 15 766 11 840 The company had 17 employees as at 31.12.2011 and average number of employees over the year was 13.8. For information on remuneration for the board and management employees please see note 23 to the consolidated accounts. Compulsory occupational pension - OTP The company has an agreement on OTP, the compulsory defined-contribution pension scheme. The scheme covers all employees. The pension premium is charged as an expense throughout the year. Remuneration to auditor 2011 2010

Auditor’sfee 571 478

Other certification services*) 19 258

Tax consultancy 14 14

Other non-audit services 255 191

*) Including charged to equity 19 258

Note 13 Other short term debt (NOK 1.000)

Other short term debt 2011 2010

Short erm debt group*) 7 899 39 263

Other short term debt/accrued costs 3 170 2 427

Total short term debt 11 069 41 689

*) See note 6

Note 14 Other operating expenses (NOK 1.000) Other operating expenses 2011 2010

Rent and premises 1 113 1 529

Travel expenses 954 603

Car expenses 184 138

Sales and marketing expenses 338 881

Fees 7 587 4 820

Postage and telephone 424 265

Other operating expenses 1 468 3 389

Total other operating expenses 12 067 11 625

    

Note 15 Financial income / financial costs (NOK 1.000) Financial income 2011 2010

Interest income within the group 3 650 2 964

Other interest income 747 500

Other financial income 304 1 803

Total 4 701 5 266

Financial costs 2011 2010

Other interest costs 994 695

Other financial costs 481 713

Total 1 475 1 408

Note 16 Financial market risk The company does not use financial instruments for the management of financial risk. Interest rate risk Interest rate risk arises in the short and medium term as a result of the company’s debt being at a variable rate. Currency risk The company is at low risk from developments in currency exchange rates. As at 31 December 2011 Goodtech ASA has not entered into any significant hedge contracts. Note 17 Close associated

The purchase and sale of goods and services between group companies and close associates are all on market terms. Loans between group companies are based on market terms. No payment has been paid to close associates outside the group companies and employees in 2011.

   

    

Declaration from the Board and CEO

The board and CEO have today reviewed and approved the Annual Report and Annual Accounts for Goodtech ASA, the group and the parent company, as at 31 December 2011. The annual accounts for the group have been produced in accordance with the EU approved IFRSs and related interpretation statements and the Norwegian information requirements contained in the Norwegian Accounting Act and which must be used as at 31.12.2011. The annual accounts for the parent company have been produced in accordance with the Norwegian Accounting Act and Norwegian accounting practice as at 31.12.2011. The annual report for the group and parent company comply with the Norwegian Accounting Act and Norwegian accounting practice No. 16 as at 31.12.2011. To the best of our conviction: - these annual accounts for 2010 for the parent company and the group meet all current accounting standards - the information contained in the accounts provides a true picture of the group’s assets, debt and financial position

and results as a whole as at 31 December 2011 - the annual report for the group and parent company provides a true summary of

- the developments, results and position of the group and parent company - the most important risk and uncertainty factors facing the group and company.

Oslo, 27 March 2012 Stig Grimsgaard Andersen Chairman of the Board

Selma KveimBoard Member

Stig Martin Board Member

Anna-Stina Nordmark NilssonBoard Member

Veroslav SedlakBoard Member

Karl Erik Staubo b

Anne Ma Sødahl Wessel Board Member

Tine Gottlob WollebekkBoard Member

Robert Karlsson Board Member

Håvard Kristiansen Board Member

Osvaldo ChamorroBoard Member

Vidar Låte CEO