Registreringsdokument - Endelig utkast - Atea · Atea ASA is the holding company for the Group and...

Atea ASA– 19.09 2013 Registration Document

Prepared according to Commission Regulation (EC) No 809/2004 - Annex IX

Registration Document

Atea ASA

19.09 2013


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Important notice The Arrangers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arranger's corporate finance department may act as manager or co-manager for this Issuer in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States other than on the Issuer’s web page. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. The Prospectus has been reviewed and approved by the Norwegian FSA in accordance with sections 7-7 and 7-8, cf. section 7-3 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the Norwegian FSA only relates to the Issuer's descriptions pursuant to a pre-defined check list of requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or otherwise covered by this Prospectus.


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Table of Contents: 1. Risk factors ................................................................................................................... 4 2. Persons responsible ........................................................................................................ 6 3. Definitions ..................................................................................................................... 7 4. Third part information and forward looking statements ........................................................ 8 5. Statutory auditors .......................................................................................................... 9 6. Information about the issuer .......................................................................................... 10 7. Business overview ........................................................................................................ 13 8. Administrative, management and supervisory bodies ......................................................... 18 9. Major shareholders ....................................................................................................... 21 10. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses ....................................................................................................................... 22 11. Documents on display ................................................................................................. 23 12. Cross reference list: .................................................................................................... 24


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1. Risk factors Market risk Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency. The Group operates internationally and is exposed to foreign exchange risk in multiple foreign currencies. This risk is particularly relevant with respect to the Swedish crown (SEK), Danish crown (DKK), Euro (EUR), Latvian lat (LVL), Lithuanian litas (LTL), and US dollar (USD). Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Company has investments in foreign subsidiaries, whose net assets are exposed to foreign currency translation risk. Credit risk Credit risk is the risk of financial loss that the Company would suffer if the customers failed to perform its financial obligations. Atea has for years had modest losses on trade debtors. New customers must be approved before they are granted credit. The responsibility for granting credit is decentralised to each operating unit. Credit insurance is used only to a small extent. The Group has no significant concentrations of credit risk, since the customer base is large and unrelated. Counterparties regarding derivative contracts and bank deposits are limited to financial institutions with high credit rating. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Group Treasury aims at maintaining flexibility in funding by keeping committed credit lines available. Cash flow and floating interest rate risk Deposits, interest rates on deposits and loans have a term of less than 12 months. As the Group has no significant interestbearing assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group’s interest rate risk arises from borrowings. Borrowings issued at floating rate of interest expose the Group’s cash flow to interest rate risk. The Group has both short-term and long-term financing facilities. The Group has a MDKK 500, 5 year committed facility with fixed interest rate. The rest of the Group’s financing facilities has floating interest rate.


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Sensitivity analysis The Group has identified market risk (foreign exchange risk, primarily with respect to SEK, DKK, EUR, USD, LVL and LTL) and floating interest rate risk as the two most important risk factors it is exposed to. The tables below illustrate how fluctuations in these two risks could affect the Group’s earnings and equity after tax.


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2. Persons responsible Atea ASA confirms that, having taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

19.09 2013

Atea ASA


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3. Definitions Arranger - Nordea Markets and SEB Markets are the Arrangers for ISIN NO001068362.6 Registration Document - This document dated 19.09 2013 The Company / The Issuer / Parent - Atea ASA The Group / Atea - Atea ASA and subsidiaries


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4. Third part information and forward looking statements Third part information If not otherwise indicated, Atea ASA is the source of information in this Registration Document. Information which has been sourced from a third party has been accurately reproduced. As far as the Company is aware and able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Forward looking statement The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Issuer's (including subsidiaries and affiliates) lines of business. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for the Issuer's businesses, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Registration Document. Although it is believed that the expectations are based upon reasonable assumptions, the Issuer can give no assurance that those expectations will be achieved or that the actual results will be as set out in the presentation.


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5. Statutory auditors The Company auditor for the period covered by the historical financial information in this Registration Document has been DELOITTE AS, Karenslyst allé 20, 0278 OSLO, Norway. DELOITTE AS is member of The Norwegian Institute of Public Accountants.


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6. Information about the issuer Atea ASA is a public limited company incorporated and domiciled in Norway established 15. December 1967 and regulated by the Norwegian Companies Act and supplementing Norwegian laws and regulations. The Company’s legal name is Atea ASA and its commercial name is Atea. The Company Reg. No is 920 237 126 and its registered office is Brynsalléen 2, 0667 Oslo, Norway. Its postal address is Postboks 6472 Etterstad, 0605 Oslo, Norway. Phone: +47 22 09 50 00. Website: www.atea.com. Atea is the leading Nordic1 and Baltic supplier of IT infrastructure with approximately 6,500 employees. Atea is present in 82 cities in Norway, Sweden, Denmark, Finland, Lithuania, Latvia and Estonia. Atea delivers IT products from leading vendors and assist its customers with specialist competencies within IT infrastructure services with its approximately 3,700 consultants and 7,500 technology certifications.

Atea has operations in Norway, Sweden, Denmark, Finland and the Baltics. These geographic regions have their own managers, and report as separate operating segments. There is also a Shared Services operating segment, which encompasses Atea Logistics and Atea Global Services. The objective of Atea is as follows: «The objective of the Company is to sell data processing services, computer equipment, systems and related activities». Atea ASA is the holding company for the Group and includes the Group's senior management and the associated staff functions, with a total of 15 employees. The Company’s main tasks consist of consolidation of the Group accounts, Group controlling, Group Finance, Cross boarder project management and Investor relations.

1 And the Company’s annual report 2012 page 6-13


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Company overview: Company name Head office Type Organisation numberAtea ASA Oslo, Norway Parent Company 920 237 126 MVAAtea AS Oslo, Norway Subsidiary 976 239 997 MVAAtea A/S Copenhagen, Denmark Subsidiary 25 51 14 84Atea AB Stockholm, Sweden Subsidiary 556448-0282Atea Oy Helsinki, Finland Subsidiary 091 9156-0Atea Baltic UAB Vilnius, Lithuania Subsidiary 300 125 003Atea Logistics AB Växjö, Sweden Subsidiary 556354-4690Atea Global Services SIA Riga, Latvia Subsidiary 40003843899Spintop Netsolution AB Gothenburg, Sweden Subsidiary 556647-0091(Atea Spintop) For a complete overview of the corporate structure of the Group, please see the Company’s annual report 2012 – note 20. History In brief Atea's history began in Norway with Merkantildata, which later became Ementor. In 2006, the current Atea took form when Topnordic, Ementor and Atea were combined across the Nordic countries. With the acquisition of Sonex in 2008 the Company also went into the Baltic region. Atea has grown in pace with technological developments and is currently the leading provider of IT infrastructure in the Nordic and the Baltics. In the European context, the Company is the second largest player2.

2013 The Group acquires Exait AB in Sweden and Itale AS (through the acquisition of the holding company Mobility Invest AS) in Norway.

2012 The Group acquires BMK UAB in Lithuania, Nworks A/S in Denmark, IT Partner AS

and Total Storage Solutions AS in Norway, and NG Infra Oü in Estonia. 2011

The Group acquires Malux Data AB in Sweden, SCT in Denmark, DemiDoo OY in Finland, UAB Elsis IT in Lithuania and Confuto Systems AS, FotoPhono AS and Sunnmøre Kommunikasjon AS in Norway.

2010 The Group acquires Calamus Danmark A/S and Belle Balance A/S in Denmark, Dropzone ASA and Umoe IKT AS in Norway, PALnet Oy, Datawest Oy and Ten of Ten Oy in Finland, four Office print/copy companies, Portal AB and Benzler Group AB in Sweden and subsidiaries of Impact Europe Group AB in Sweden and Norway.

2009

The Ementor Group and all of its subsidiaries not already called Atea changes name to Atea. The Group acquires AC Sikring A/S and business activities from Mondo A/S and Aprismo A/S in Denmark, A Communications Oy in Finland and Uni Networks AS in Norway.

2008

The Group acquires Tomato and Kongsberg Systec AS in Norway, Spintop AB and Telindus in Sweden, Netkoncept Advisors and TDC sales of mobile phone terminals in Denmark.

2007

The Ementor Group acquires total of 9 companies within the company's strategic focus area. The acquisition of Sonex in December 2007 makes the Ementor Group the leading IT infrastructure player also in the Baltic region.

2 Source: Annual reports for 2012


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2006 Atea Holding AB is acquired and the new Group holds market leading positions in all Nordic countries and a number 3 position in Europe measured in revenue.

Ementor and Topnordic merger to create the largest Nordic IT infrastructure solutions and value added reseller

Sale of consulting unit Avenir to EDB Business Partner AS 2005 Sale of outsourcing business in Norway and Denmark to ErgoGroup AS

Sale of Ementor Finland Oy 2004 The “stand alone” hardware business in Denmark is sold to Topnordic A/S

Ementor sells its entire shareholdings in iTet to Kunnskap Invest 2003 Change of name to Ementor ASA and merger of subsidiary companies

Ementor takes over Nordic Voice Competence AS (NVC) by increasing its stake from 49 to 100 per cent

Ementor takes over the consultancy operations of EDB Businesspartner in Bergen

Ementor takes over the SAP consultancy business Broad Partner Services Consulting AS in Norway

Ementor takes over the IT outsourcing business of Serco Sweden AB

TJ Group Plc. takes over Ementor’s Symfoni product portfolio 2002 Sale of Rubic (Merkantildata Finance)

Sale of Ementor Financial Systems

Sale of PC Superstore 2001 Eterra is launched (January) 2000 Spin off Merkantildata Application, listed at Oslo Stock Exchange as Hands ASA

Ementor is launched (October)

Acquisition of Getronics' Nordic operations

Acquisition of Avenir ASA og Provida ASA 1999 Spin off and listing at Oslo Stock Exchange of PC LAN ASA

Acquisition of Nexor SuperStore Finland 1998 Merger with DanaData AS 1997/98 Merger with Complet Data A/S 1996/97 Merger with MBS Fjerndata Holding AS

Merger with Computer Business Syd Holding AS 1995 Merger with Portieren Holding AS (Upnet Gruppen)

Acquisition of ICT PeriNet 1994 Acquisition of Teamco Närdata

Acquisition of Memorex Telex 1993 Acquisition of Scansoft

Acquisition of Formula 1988/99 Restructurring 1985 Merger with Nor Sales

Listing Oslo Stock Exchange 1968 Founding


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7. Business overview Atea is the leading3 supplier of IT infrastructure in the Nordic and Baltic region. Atea delivers products, solutions and services from leading technology suppliers. Atea’s business can be divided into three separate product and service areas; Hardware, Software and Services. Atea’s business model is to a great extent based on the Group’s product offering in both hardware and software. The product range is supplemented by consulting and services, based on personnel with key competence in these product areas. The Company's hardware, software and services offerings can be divided into four areas:

Clients: PCs, tablets and smartphones Data centres: Server and data storage Communication: Effective communication and good networks Collaboration: Video and web conferencing, IP telephony, mobility and chat

Atea's business operations mainly include resale, implementation and advisory services in connection with hardware, software and solutions which have been developed by others. Atea therefore does not have any research or development activities of significance. The Hardware business is the largest business area in the Group, generating approximately 58% of the revenues in 2012. Atea cooperates closely with most of the world's leading suppliers of hardware technology. Atea's largest suppliers include well-known names such as HP, Lenovo, IBM, EMC and Cisco. Of all of the Group's hardware purchases, 32 per cent pass through Atea Logistics, Atea's centre for logistics, recycling and configuration in Växjö, Sweden. The Software business provides software and software solutions. In 2012, this area generated approximately 21% of Group revenues. Atea cooperates closely with some of the world’s leading suppliers of software technology such as Microsoft. The Services business comprises Atea’s consulting and services operation. In 2012, this area generated approximately 21% of Group revenues. The consulting and services area is Atea's most profitable business area, and important to Atea achieving its strategic goals. The Company has a strategy to increase this area's share of the Group's overall revenue, especially in the area of service agreements. This business area delivers services related to the following areas: data centres, networks, collaboration, AV, project management, cabling, installation and roll-out projects, client management and operations, technical services, hosting services, service desks, configuration services, and the delivery, operation and management of applications. Atea Logistics Atea Logistics is a part of the Atea Group. They purchase directly from the leading manufacturers and warehouse a wide selection of IT-products. They offer a high availability and delivery capacity. Together with their services – configuration, logistics services and recycling – they constitute a cost effective handling of IT-products with a high quality. They are certified to conform to ISO 9001 and ISO 14001 standards of quality and environment. The Logistics centre is located in Växjö, Sweden.

3 And the Company’s annual report 2012 page 6-13


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By purchasing directly from the leading manufacturers and by warehousing IT products in their Logistics centre, they can offer a wide range of IT products with high availability and fast delivery to the customers. The extensive offer of IT products combined with large-scale volume production of product related services results in a cost effective and lean production beneficial for both customers and suppliers. Configuration All kinds of IT products need to be processed in order to be as ready-to-use as possible when reaching the end user. Atea Logistics prepare and customize IT products before delivery is made. Atea simplifies and boost efficiency in handling and usage of IT equipment for IT departments and their end users. With large scale industry of configuration services, Atea Logistics applies lean production with cost efficiency and quality. The result is a simple and accurate product delivery that simplifies the IT department's daily life most significantly. The requirements for functionality increases and at the same time many businesses want to standardize its IT environment in order to cut costs for configuration, support and administration. Configuration of standard IT equipment is often a time consuming task for the company's IT department. With preinstalled/preconfigured hardware and efficient delivery, IT departments will save time and minimize hardware related issues. Atea Logistics offers a wide variety of configuration services for IT equipment. With vast knowledge and optimised system support and processes, Atea Logistics provides configuration services for all the costumers needs. Atea Logistics most common services:

PC installation. Hardware is preloaded with appropriate settings and programs. By duplicating images to hardware clients the customer receives a product ready-to-use. The installation can be made with several methods and Atea support them all.

Server installation. Hardware assembly, installation of operating system, functionality tests. Atea Logistics provides hardware related services and OS-installation for all major server manufacturers. From single installation to large server rack assembly.

Mobile installation. Configuring mobile phones is not only time consuming, it also requires technical competence due to the many platforms/operating systems and manufacturers/models. Applying customer unique settings and synchronizing e-mails is two examples of our popular services.

Printer installation. Atea Logistics assemble the hardware and configure system settings. BIOS updates. Atea Logistics assure that the hardware has the latest updates. Hardware configuration. Assembly of hardware and installation of extra memories, media

players, and other hardware units. This is one of the most time consuming activities for completing hardware.

Functionality test/start up. Dead on arrival (DOA) is not only frustrating but most of all costly. Atea Logistics performs simple start up to system scans to assure full functionality upon delivery.

Anti-theft marking. Permanent labelling to prevent theft. Both standard and customized theft tags are provided. IT products are often subject to theft, due to their relative high value. By clearly showing that this product is permanently marked and database registered the product is of less interest for larceny.

Inventory marking. Keeping track of assets is important but not always easy. Atea Logistics provide designed inventory tags to the customers and give the opportunity to keep track of assets and simplify usage for end user.

Asset information and reporting. Atea Logistics offers asset registration and reporting of this information, and help you to keep your IT register updated.

Logistic services Atea Logistics provide a wide range of logistics services. The majorities of the services are standard services and can be ordered by every customer on Atea's e-Shop in each country combined with their products. These services are the most cost efficient and provide superior quality due to the standardisation. But for many of the customers Atea also build tailor-made services to suit their special requirements in terms of need, performance, and service level. Their logistic activities and services


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comprise integrated management of all the activities required to move products through the supply chain. At the Logistic centre they handle high volumes of IT-products on a yearly basis, new products as well as old products. Here is some of the Logistic Services:

Warehousing. Warehouse services and activities fully adapted for managing IT-products. Packing and collection. They perform a variety of services which involves optimizing the

delivery entirely according to customer's desire. Delivery services. Together with their partners they can deliver accurate and in

accordance with customer expectations. Many deliveries are made according to specific requirements.

Unwrapped deliveries. They offer unwrapped deliveries of all kinds of new hardware. The customers who combine these popular services with the service to manage their old IT-equipment are really satisfied.

Pick up. One part of the concept to handle obsolete products is to order and coordinate pickups all over the Nordic region. They have several different services.

Recycling Atea Logistics recycling/goITloop centre recycles and reuses all kinds of IT products and electronic equipment. For valuable and/or information-sensitive products, they guarantee that all data stored in hardware devices will be completely and permanently erased before hardware is refurbished. Atea Logistics handle the entire process from registering incoming goods, performing functionality tests and deleting data, to refurbishment, storage and potential business-to-business reselling. Reports are issued after recycling is completed or resale has been finalised. They also take full responsibility for helping customers to dispose off or handle other electronic equipment in an environmentally friendly manner. Atea Global Services Atea Global Services is part of the Atea Group. Atea Global Services is certified in Quality Management System (ISO 9001), Information Technology Infrastructure Library (ISO 20000) and Information Security (ISO 27001). Solutions Atea Global Services believes that companies must have a solid infrastructure which will allow their users to measure, predict and improve their own day to day tasks. Empowering users will enable the business to be more efficient, more effective and more capable of handling changes in todays diversified business world, where trends like globalization, consumerization and individuality are predominant. Their software solutions enable the costumers to have a holistic IT management view. They are striving for innovation and flexibility through integration with technologies from leading vendors like Microsoft, Citrix, Symantec and VMware. Besides standard services like Application Packaging, AppUpdate, Cloud SAM, Software Recognition Services (SRS) and Service Desk, Atea Global Services have developed 4 comprehensive concepts, which combine their services and software solutions: Client deployment In conjunction with Microsoft's System Center Configuration Manager & Microsoft Deployment Toolkit, Jumpstart allows you to build, deploy and maintain a standardized PC client platform. Self-service and process automation Atea Self-Service is a process automation solution for the end user enabling you to push the process of service ordering and management away from the IT department and out into the business. Application Portfolio Management Atea APM is a robust software and services solution built on top of Microsoft System Center, aimed at managing and automating the entire process of Application Portfolio Management.


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Full Client Operations The Full Client Operations concept consists of seven disciplines, which together give flexible, stable and cost reducing operations of physical PC's. Software products Atea Global Services develops software products designed to automate and streamline advanced IT processes and tasks around Microsoft IT infrastructures. Their primary goal is to create and develop applications that facilitate the customers to better utilize and enhance their usage of Microsoft products, especially the Microsoft System Center family. Atea Global Services strive to develop solutions that offer a holistic IT management view that promotes end user business effectiveness and flexibility through integration with the latest Microsoft technology. Accelerator Easy-to-use web portal providing end users and managers with a single location to order services and software. It makes the IT operations such as ordering new hardware, software, accounts, access rights and other resources much more effective. Application Manager The Application Manager web portal streamlines and simplifies all processes related to application packaging. This portal combined with the Atea AppDisco solution for collecting, testing and creating application requests, results in efficient and cost-effective application deployments without ever having to visit end-users and application owners. Jumpstart Jumpstart is a jumpstart into a working infrastructure for OS deployment and applications. It consists of a software suite that includes the products in the area of self-service, process automation as well as software and hardware lifecycle management. Compliance manager Compliance Manager is Atea's easy to use tool that puts costumers in control of their company's or organization's software license usage. Compliance Manager uses inventory data from Microsoft System Center Configuration Manager (SCCM) - there is no need to install any other agents on PCs or use of additional tools to use Compliance Manager. Services Client Operations Management An end-to-end remote desktop management offering. Atea Global Services takes full care of its customers IT infrastructure remotely. Their ISO 20000 (ITIL) certified client operations management solution encompasses the full scope of end-to-end remote desktop management. Services spang the desktop lifecycle from desktop deployment and user data management to software and hardware asset and client patch management. The Full Client Operations concept consists of seven disciplines, which together give flexible, stable and cost reducing operations of physical PC's: Image Management, Driver Management, Application Management, Patch Management, Deployment System Management, License Management and Service Management. Application Packaging Application packaging is one of the most important software management tasks IT departments oversee in order to maintain a stable and productive end user environment. Desktop applications must work as expected, be configured and updated to the required level and be available from different platforms in a consistent, dependable manner. At Atea Global Services they have perfected the art of application packaging, allowing for significant cost savings and time reduction in both operations and project. AppUpdate Atea AppUpdate is a unique concept, where Atea takes care of the tedious job of maintaining the most common applications for costumers, without them even having to ask for it. Cloud SAM Atea Cloud SAM (C-SAM) is a service that minimizes license administration by delivering various software and licensing reports. The License Compliance report is crucial for the License Specialist to have in order to take appropriate actions.


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Software Recognition Service Atea Software Recognition Service (SRS) automatically identifies and categorizes all inventoried software in your environment. The License Specialists can spend less time investigating software inventory and spend more time on productive License Management tasks. Service Desk Atea Services operates a Service Desk based on the follow the sun model, operating 24/7 all year round. The Service Desk is tightly integrated and working with the same processes as Atea Nordic Service Desks, operations teams and outsourcing units giving them the possibility to provide a seamless and consistent service to the customers.


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8. Administrative, management and supervisory bodies BOARD OF DIRECTORS: Ib Kunøe - Chairman of the Board He holds an HD Graduate Diploma in Organisation and Management as well as a background as a professional officer (major). He is the founder and owner of Consolidated Holdings A/S and is the main shareholder and Chairman of the Board in a broad variety of Danish owned companies such as Netop Solutions, Colombus IT A/S, CDRator A/S and DAN-Palletiser A/S. Ib has extensive experience from the IT sector as an entrepreneur and investor through decades. Kunøe brings with him a strategic knowhow and in-sight which is valuable in building Atea further with extensive experience and expertise from turn-around processes and creating profiable businesses. Chairman of the Board since March 2006. Kristine M. Madsen - Member of the Board She holds a Cand. Jur. from the University of Oslo. Madsen joined Bull & Co Law Firm AS as Attorney at Law and partner in 2004, coming from the previous positions as Attorney at Law in the lawfims Wiersholm and Grette, following several years as legal adviser in the IT industry. As Member of the Board, she is able to utilize her extensive experience from working dedicatedly within the Norwegian IT industry over the past decade. Her previous experience comprise legal counseling regarding substantial IT aquisitions, strategic assistance and negotiation during acquisitions and sales of IT solutions. Member of the Board since April 2008. Morten Jurs - Member of the Board He holds a Master of Science in Business and Economics/MBA from the University of Wyoming. Jurs joined Pronova BioPharma ASA as CFO in 2006 and since 2009 he has led the company’s further development as CEO. He has throughout over 20 years in managing positions gathered a versatile experience within such industries as pharmaceuticals (Pronova BioPharma ASA), electronics (Kitron ASA), IT/hardware and software (Santech Micro Group ASA and Hewlett Packard ASA) as well as telecommunication (Telenor Nextra AS and Broadband Mobile ASA). Member of the Board since April 2010. Sven Madsen - Member of the Board He holds a Graduate Diploma in Financial and Management Accounting as well as an MSc in Business Economics and Auditing. Madsen is Chief Financial Officer in Consolidated Holdings A/S. He has extensive experience from working with corporate reporting, financing and corporate management in companies such as Codan Insurance, FLS Industries, SystemForum and Consolidated Holdings. His special competence within financial accounting is an asset for Atea, in example in relation to structural opportunities as mergers and acquisitions in economic challenging environments. Member of the Board since April 2008. Lisbeth Toftkær Kvan - Member of the Board She holds an MSc in International Business Administration from Copenhagen Business School. Her current position is Country Manager Forso Norway NUF (Ford Credit and Mazda Credit) Previous experience: Experienced financial services executive. Member of Board and Control Committee as well as Country Manager in GE Capital Solutions AS, Norway, Client General Manager in GE Money Bank, UK and various other positions within the GE Capital organisation in UK and Germany. Member of the Board since April 2013. Marthe Dyrud - Member of the Board (employee elected) She has a Bachelor in Electrical and Electronic Engineering from Oslo University College as well as a Master in Business Studies from John Moores University in Liverpool, England. Dyrud took the position as Sales Manager Region East in Atea AS in 2011, after functioning as project manager for the integration of the newly acquired Umoe IKT in the Atea Group. She joined Ementor Norge AS


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as sales trainee in 2005, and has through various positions in Ementor and Atea gained comprehensive experience within sales and management. Member of the Board since December 2009. Jørn Goldstein – Member of the Board (employee elected) He has a financedegree from BI, Oslo and Master Degree from Norwegian School of Sport Sciences, Norway. In his position as Board Member (employee elected), Goldstein is able to utilize his extensive experience from more than 30 years in executive positions within IT and consulting. As leader of the BID & Project division in Atea AS during the past three years, Goldstein has been actively involved in leading various projects related to implementation, development, groupware and infrastructure within the public and private sectors. Member of the Board since April 2007. Marianne Urdahl - Member of the Board (employee elected) She has graduated from high school and started her career in MBS Fjerndata AS in 1988, which merged with Atea (Merkantildata) in 1996. Since then she has held various positions within the company. Urdahl has more than 25 years of experience in the IT business and holds currently the position as Account Manager for the Justice Sector in Atea AS. Marianne Urdahl joined the Board after the Annual General Meeting in April 2012. Member of the Board since April 2012. CORPORATE MANAGEMENT: Claus Hougesen - President & CEO, Atea ASA MBA from Bocconi University in Italy and an Engineering degree from Odense Technical University in Denmark. Previous experience: Include several positions in IBM and PC Director in IBM Sweden. Board member of the publicly listed companies Columbus IT and Danware in Denmark. Hougesen has been CEO of Topnordic A/S in Denmark since 2000 and CEO of Atea ASA since 2007. Rune Falstad - Executive Vice President & Chief Financial Officer, Atea ASA B.Com. Previous experience: CFO Visma Software ASA, CFO Unitor ASA, CFO Canargo Energy Ltd., management positions in STK AS/ITT. Atea employee since August 2005. Peter Trans - Executive Senior Vice President, Services & Solutions, Atea ASA Executive Leadership Programme at Insead/France and a degree as EDB assistant from Herlev School of Commmerce in Denmark. Previous experience: Executive Director in Eterra/Merkantildata /Danadata. Mr. Trans has been Executive Director with responsibility of IT service and infrastructure business areas in Topnordic since 2002. Managing Director of Atea A/S 2007-2011, and Group Director in Atea ASA from 2012. Steinar Sønsteby - Executive Senior Vice President, Sales & Products, Atea ASA Grad. engineer (USA) and degree in economics, Norwegian School of Management (BI). Previous experience: Managerial positions in the Ementor/Atea Group, latest as Managing Director in Atea AS (Norway). Managing Director, Marketing Director and Techincal Director in Skrivervik Data. Section Manager and Systems Analyst NPC Civil AS. Employee since 1996. Dag Fodstad - Managing Director, Atea AS (Norway) Master in Business and Economics, Norwegian School of Management (BI). Previous experience: Mr. Fodstad has more than 25 years of experience within the IT business. Several management positions from i.e. REC, Customax and Telecomputing, and most recently as Director of Marketing, Partner & Business Development in Atea AS.


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Carl-Johan Hultenheim - Managing Director, Atea Sverige AB (Sweden) Engineering degree from University of Växjö with complementary economics and business administration studies from Lund and Stockholm University. Previous experience: Includes, global sales director Reachin Technologies, regional sales manager NW Europe Autodesk, sales director Intermezzon and marketing manager Ferator AB. Hultenheim has been with Atea since 2003. Claus Hougesen - Acting Managing Director, Atea A/S (Denmark) Claus Hougesen will act as both CEO of Atea ASA and acting Managing Director in Atea A/S. Atea will start the process of recruiting a new Managing Director in Denmark in the beginning of 2014 Juha Sihvonen - Managing Director, Atea Oy (Finland) MBA from Henley Management College in London and Bachelor’s degree in Business Information Technology in Helsinki. Previous experience: Senior Vice President and Deputy CEO in Digia Plc, CEO and several other positions in Sentera Plc, Sales Manager in Industri-Matematik and Computer Associates. Employee since 2008. Arunas Bartusevicius - Managing Director, Atea UAB (Baltics) Mr. Bartusevicius holds an International EMBA from the Baltic Management Institute and an MSc. from Vilnius University. Mr. Bartusevicius founded Sonex Group in 1991 and joined the Ementor management group when Sonex was acquired by Atea ASA (former Ementor ASA) in December 2007. NOMINATING COMMITTEE The Nominating Committee prepares the nominations for shareholder-elected board members. The committee consists of Karl Martin Stang (Chairman of the Nominating Committee), Carl Espen Wollebekk and Ib Kunøe (Board Chairman). AUDIT COMMITTEE Members of the audit committee are Sven Madsen, Morten Jurs and Kristine M. Madsen. The responsibilities of the audit committee are amongst other; (i) prepare the board’s quality assurance of the financial reporting, (ii) monitor the Company’s internal control and the Company’s risk evaluation systems, (iii) have contact with the Company’s auditor regarding audit of the annual accounts and the Group accounts, (iv) review and monitor the auditor’s independence, hereunder other services than auditing that has been delivered by the auditor and (v) provide its recommendations to the Board of Directors with respect to election of auditor. All the members of the boards, management and committees can be reached through the Issuer’s registered business address in Oslo. Information regarding shares and options owned by key employees are listed in the Company’s annual report 2012 – note 12. Other than the above mentioned shareholdings there are no conflicts of interests between any duties to the issuing entity of the persons referred to above and their private interests or other duties.


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9. Major shareholders The Company’s share capital is NOK 1,021,380,160 divided into 102,138,016 shares of NOK 10 each, fully paid up and registered. Atea ASA has only one class of shares and The Articles of Association do not contain any voting right restrictions. All shares have equal rights. The Company’s shares are listed at Oslo Børs under the ticker ATEA with ISIN NO0004822503. Atea ASA’s shares are freely negotiable. The 20 largest shareholders in Atea ASA per 13.08.2013: Name Number of shares Shareholding %Systemintegration ApS* 28,612,363 28,01State Street Bank & A/C Client Fund Numb 7,112,052 6,96JPMorgan Chase Bank A/C Columbia Wanger 3,618,415 3,54JPMorgan Chase Bank Nordea Treaty Accoun 3,365,451 3,30State Street Bank AN A/C Client Omnibus D 2,848,051 2,79The Bank of New York BNY Mellon 2,621,795 2,57Skandinaviska Enskil A/C Clients Account 2,547,581 2,49JP Morgan Chase Bank Special Treaty Lendi 2,253,115 2,21Odin Norge 2,161,776 2,12State Street Bank AN A/C Client Omnibus F 1,652,057 1,62Folketrygdfondet 1,614,933 1,58RBC Investor Service Client Treaty Accoun 1,565,167 1,53Nordea Nordic Small 1,545,697 1,51VPF Nordea Kapital C/O JPMorgan Europe 1,313,882 1,29Goldman Sachs Intern Security Client Segr 1,203,146 1,18Morgan Stanley & Co S/A MSIL IPB Client 1,162,634 1,14JPMorgan Luxembourg Nordea Lux Lending A 1,026,073 1,00Northern Trust Globa Treaty Clients 935,641 0,92JPMorgan Chase Bank Nordea Re: Non-Treaty 908,42 0,89Citibank, N.A. S/A National Financi 889,77 0,87Total 68,958,019 67,52

* Shares held by Ib Kunøe. Ib Kunøe and close associates contro l a to tal o f 28,930,063 shares.


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10. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses The consolidated financial statements of Atea have been prepared in accordance with International Financial Reporting Standards (IFRS), as determined by the EU, and is incorporated by reference to as follow:

2012 2011 Q2 2013 Q2 2012Atea ASA - ParentIncome statement Page 78 Page 82Balance sheet Page 79 Page 83Cash flow statement Page 81 Page 85Notes Page 82 - 91 Page 86 - 93

Atea ASA - GroupIncome statement Page 32 Page 38 Page 10 Page 6Balance sheet Page 33 Page 39 Page 11 Page 7Cash flow statement Page 35 Page 41 Page 12 Page 8Notes Page 36 - 75 Page 42 - 79 Page 13 - 19 Page 9 - 13Accounting principles Page 36 - 41 Page 42 - 47 Page 13 Page 9Auditors report Page 92 Page 94

Financial reports

2012: http://www.atea.com/Documents/.com/Investor%20Relations/Annual%20Reports/Atea-Annualreport2012_UK_Web.pdf 2011: http://www.atea.com/Documents/.com/Investor%20Relations/Annual%20Reports/AteaAR2011_ENG_FINAL_high.pdf Q2 2013: http://www.atea.com/Documents/.com/Reports/Atea_Q213_Interim_Report.pdf Q2 2012: http://www.atea.com/Documents/.com/Reports/Atea_Q212_Interim_Report.pdf The historical financial information for 2012 and 2011 has been audited. The historical financial information for the interim reports has not been audited. There is no significant change in the financial or trading position of the Group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published. There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements. There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Issuer and/or Group's financial position or profitability


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11. Documents on display For the life of the Registration Document the following documents (or copies thereof), where applicable, may be inspected:

(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and

statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document;

(c) the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.

The documents may be inspected at www.atea.no or at the Issuer head office, Brynsalléen 2, 0667 Oslo, Norway.


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12. Cross reference list: In section 6 in the Registration Document information regarding the corporate structure of the Group are incorporated by reference to the Company’s annual report 2012 – note 20. In section 8 in the Registration Document information regarding shares and options owned by key employees are incorporated by reference to the Company’s annual report 2012 – note 12 In section 10 in the Registration Document the financial information is incorporated by reference to as follow:

2012 2011 Q2 2013 Q2 2012Atea ASA - ParentIncome statement Page 78 Page 82Balance sheet Page 79 Page 83Cash flow statement Page 81 Page 85Notes Page 82 - 91 Page 86 - 93

Atea ASA - GroupIncome statement Page 32 Page 38 Page 10 Page 6Balance sheet Page 33 Page 39 Page 11 Page 7Cash flow statement Page 35 Page 41 Page 12 Page 8Notes Page 36 - 75 Page 42 - 79 Page 13 - 19 Page 9 - 13Accounting principles Page 36 - 41 Page 42 - 47 Page 13 Page 9Auditors report Page 92 Page 94

Financial reports

Information concerning 2012 is incorporated by reference from Atea ASA – Annual Report 2012. Information concerning 2011 is incorporated by reference from Atea ASA – Annual Report 2011. Information concerning Q2 2013 is incorporated by reference from Atea ASA – Second Quarter 2013. Information concerning Q2 2012 is incorporated by reference from Atea ASA - Second Quarter 2012. The financial reports are available at: 2012: http://www.atea.com/Documents/.com/Investor%20Relations/Annual%20Reports/Atea-Annualreport2012_UK_Web.pdf 2011: http://www.atea.com/Documents/.com/Investor%20Relations/Annual%20Reports/AteaAR2011_ENG_FINAL_high.pdf Q2 2013: http://www.atea.com/Documents/.com/Reports/Atea_Q213_Interim_Report.pdf Q2 2012: http://www.atea.com/Documents/.com/Reports/Atea_Q212_Interim_Report.pdf

Registreringsdokument - Endelig utkast - Atea · Atea ASA is the holding company for the Group and...

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