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Page 1: Agresso Annual Report 1998 - Hugin Onlinereports.huginonline.com/hugin/755770.pdf · Agresso Group ASA is a manufacturer and supplier of international administrative software. The
Page 2: Agresso Annual Report 1998 - Hugin Onlinereports.huginonline.com/hugin/755770.pdf · Agresso Group ASA is a manufacturer and supplier of international administrative software. The

MNOK Note 1998 1997 1996 1995 1994

Revenue 568 155 73.8 44.4 30.3

Product share % 44 51 55 51 44

Product revenue outside Norway % 79 54 48 49 44

Operating profit before R&D 104 30.1 18 16.9 11.3

R&D expenses 79 29.3 15 12 11

EBITDA 47 5.2 5.7 5.5 1

EBITDA margin % 8 3 8 12 3

Operating profit 25.4 0.8 3 4.9 0.3

Operating margin % 4 1 4 11 1

Pre-tax profit 28 3.1 5 4.8 0.3

Pre-tax profit margin % 5 2 7 11 1

Operating profit 21 2.8 3.7 4.7 0.3

Equity 332 133 72 25 6

Equity share % 51 72 76 66 36

Return on equity % 1 9 3 8 30 10

Cash flow 2 41.8 6.4 7.2 5.4 0.9

Liquidity ratio 3 1.6 3.3 4.3 2.9 1.4

No. of shares (million) 4 48.1 34.7 30.5 22.7 20.2

No. of shares fully diluted 5 49.0 35.7 31.5 23.7 21.2

No. of employees 955 228 113 73 55

Earnings per share - NOK 0.43 0.08 0.12 0.21 0.01

Cash flow per share - NOK 0.87 0.18 0.24 0.24 0.04

Earnings per share fully diluted - NOK 0.42 0.08 0.12 0.20 0.01

Cash flow per share fully diluted - NOK 0.85 0.18 0.23 0.23 0.04

* The Key figures are shown as reported in the official accounts for each year and pro-forma figures

including the mergers have not been calculated.

1) Calculated on average equity

2) Cash flow = pre-tax profit + depreciation and amortisation -payable tax

3) Liquidity ratio = Current assets / Short term liabilities

4) Average no. of shares (million) adjusted for splits and bonus issues

5) No. of shares 31.12.,(million), adjusted for splits, bonus issues and employee options in the money

K e y f i g u r e s

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Introduction 5

Report of the Board of Directors 7

Accounts 19

Auditor´s report for 1998 31

Shareholders information 32

The Agresso software 35

Agresso customers

– Aker Maritime 40

– Midlands 42

– Honeywell 44

– Alberta Vocational College 46

C o n t e n t s

Page 4: Agresso Annual Report 1998 - Hugin Onlinereports.huginonline.com/hugin/755770.pdf · Agresso Group ASA is a manufacturer and supplier of international administrative software. The
Page 5: Agresso Annual Report 1998 - Hugin Onlinereports.huginonline.com/hugin/755770.pdf · Agresso Group ASA is a manufacturer and supplier of international administrative software. The

Agresso Group ASA is a manufacturer and supplier of

international administrative software. The AGRESSO pro-

duct consists of a number of closely integrated program

modules, which together provide a complete accounting,

financial-management, project-control, logistics, wages

and human resources management system. The compa-

ny’s product range includes software, services and sup-

port. Sales and distribution take place both through part-

ners/distributors and directly to the customer.

GOAL

Agresso Group ASA’s goal is to be a leading inter-

national supplier of standard administrative software

for medium-sized and large organisations that are not

involved in traditional manufacturing of goods.

STRATEGY

Agresso’s products must be continuously further

developed, to maintain a position among the best, both

as regards technology and functionality. Product deve-

lopment reducing the costs of installing, implementing

and operating AGRESSO will be given priority. Strong

growth is a prerequisite for success as an independent

company. This will be achieved through a combination

of organic growth and acquisitions.

COMPETITIVE ADVANTAGES

Agresso supplies products that give the customer

better, more flexible solutions at a lower price, both as

regards their purchase and operation expenses.

Agresso also has a cost-effective distribution system

that is possible because all the program modules are

standardised with a common program code irrespec-

tive of the market, language or technical platform.

ORGANISATION

The Agresso group consists of the parent company,

Agresso Group ASA, and wholly-owned subsidiaries in

the UK, Sweden, the USA, Canada, France and Norway.

In addition the company has operations in Belgium, Italy

and Spain. As at 31 December 1998, the group had 955

employees, of whom 739 are employed outside Norway.

The parent company takes care of developing the

Agresso product, in addition to providing common

functions for the group and support functions for all the

subsidiaries that are responsible for sales, implemen-

tation and customer support in their local markets. At

the year-end 1998, Agresso Group ASA had 96 employ-

ees, of whom 72 were employed in R&D.

A g r e s s o G r o u p A S A

INTRODUCTION

SIDE

5

• Growth in revenue of 266 %• Sound profit –MNOK 28 before tax• 79 % of the revenues come from outside Norway• Sweden is the largest individual

market, with 25% of the revenues• Share issues of MNOK 115 in May

and MNOK 75 in October • Considerable further developments

of AGRESSO 5

• Agresso carried out the following mergers and acquisitions: • Ergosoft AS in Norway• BG Partner in France• Visionary Solutions Corp. in Canada• IT Infotechnik Gmbh in Germany• Concept SA, France• Datorisering Konsult AB, Sweden

IMPORTANT EVENTS IN 1998

1994 1995 1996 1997 19980

100

200

300

400

500

600

744430

155

568

Revenue 1994-1998

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PAGE

7

INTRODUCTION

Agresso Group ASA further expanded its international

operations in 1998. Agresso has expanded through

strong organic growth and by carrying out several mer-

gers and acquisitions. In 1998, the company had an

overall growth rate of 266%, of which 90% was organic.

Through acquisitions, the company has established

operations in Canada and Germany and strengthened its

position in France, Sweden and Norway in 1998. 79% of

its revenues came from outside Norway.

With the exception of Concept, all the acquisitions

have been carried out as mergers according to the

pooling of interest method. Pro-forma comparison

figures for 1997 have thus been prepared for the

merged companies. Unless otherwise stated, the com-

parison figures for 1997 refer to the pro-forma figures.

A total of MNOK 190 from two private placements

have maintained the company’s sound financial

foundation. The work of further developing version 5

has continued in 1998, and Agresso’s products have a

very good position in the markets where the company

operates. The company’s profitability has improved

significantly in 1998, but acquisitions and mergers

have led to considerable one-off costs in 1998 as well.

REVENUES AND PROFIT

The group’s operating revenues rose from MNOK 155

in the 1997 accounts to MNOK 568 in 1998 - an incre-

ase of 266%. The pro-forma figures showed a rise in

revenue of 69%. Product sales increased by 216% in

1998 and comprised 44% of the revenues compared

with 51% in 1997. The product share has fallen

temporarily due to mergers and acquisitions, but the

company retains its goal of having a high product

share. Maintenance accounted for 22% of the reve-

nues, while consultancy revenues was 34%.

Despite several corporate acquisitions, with their

associated costs, Agresso’s profits improved signifi-

cantly in 1998. The operating profit came to MNOK 25,

compared with MNOK 4 last year. All the product and

development costs have been charged to profits as

they arise. Costs linked to expansion into new markets

have also affected the 1998 accounts negatively. The

company’s financial position is good and net financial

items contributed MNOK 2.6 in 1998, while they

debited the result in 1997 by MNOK 2.5. The pre-tax

profit was thus MNOK 28, compared with MNOK 1.7

in 1997. The profit after tax was MNOK 21 in 1998, as

against MNOK -1.0 the previous year.

The earnings per share rose from NOK 0.02 in 1997 to

NOK 0.43 in 1998. The cash earnings per share rose

correspondingly to NOK 0.87 compared with NOK 0.34

in 1997.

R E P O R T O F T H E B O A R D O F D I R E C T O R S 1 9 9 8

REPORT OF THE BOARD OF DIRECTORS 1998

1994 1995 1996 1997 19980

5

10

15

20

25

30

Pre-tax profit MNOK

28

355

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8

STRATEGY

Agresso’s goal is to be a leading international supplier

of administrative software. Agresso will supply total

administrative software solutions to non-manufactu-

ring industries comprising 50-60% of the total market

for administrative solutions. This includes public

sector and non-profit organisations. The company has

therefore chosen to concentrate its software on finan-

cials, logistics, wages/personnel administration and

project accounting. In addition the company supplies a

number of modules with analysis functions and related

support functions.

Agresso has no ambitions to supply production and

materials-administration systems itself. AGRESSO will

be marketed in these markets through OEM agree-

ments with existing supliers. In January 1998, an OEM

agreement was entered into with the Symix Corp. in

the USA regarding the sale of AGRESSO as an integra-

ted part of Symix’s production-management software.

The administrative software industry is undergoing a

strong consolidation phase. The main reason for this is

the major costs associated with further developing the

software, both technologically and functionally. A con-

siderable customer base will be necessary in order to

carry the large development costs in the future. This is

applicable to some extent today, but will be further

strengtened in the years to come. There will be no

future for small and medium-sized national suppliers.

Agresso believes that there will only be a few large

international suppliers dominating this sector within a

few years. There will be room for focused, internatio-

nal, niche suppliers in addition to these.

Agresso primarily aims to reach its goals through

strong growth in its existing markets - North America

and western Europe. Over the past few years,

Agresso’s organic growth rate has been 60-100%.

The company expects a far higher growth rate than the

market for the next few years as well. In order to

reach its long-term goals, Agresso should have reve-

nues of at least USD 300 million within the year 2001.

The company will continue to grow through acquisi-

tions, since it will normally take too long to establish

subsidiaries from scratch. The company does not give

priority to further geographical expansion over the

next couple of years. Company acquisitions will pri-

mary be intended to strengthen Agresso’s position in

North America and Germany, along with minor acquisi-

tions in other markets where Agresso is already repre-

sented. Agresso’s acquisition strategy is to take over

companies with an established distribution system

and customer base. It is also important to have access

to skilled implementation resources. Agresso does not

buy technology and software in order to further

develop them, and this reduces the risk associated

with acquisitions. The acquired customer bases will be

REPORT OF THE BOARD OF DIRECTORS 1998

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9

converted over a period of time, in line with the

customers’ wishes, but new sales will be turned into

sales of Agresso software relatively quickly.

Agresso’s long-term goal is to have a pre-tax profit

margin of 20% - the level that the best companies in

this sector achieve. It should be possible to achieve

15-20% in the space of three years, with a gradual

improvement each year prior to new acquisitions.

Improved profitability, particularly in the weakest

markets, is the most important single factor for

achieving this. A certain volume and size are neces-

sary to achieve good margins in a market. It is impor-

tant to exploit economies of scale in marketing and on

the organisational side, through higher earnings per

employee, in order to improve the overall profit

margin. Agresso’s local subsidiaries had an average

operating margin before R&D and group expenses of

23% in 1998. The highest margins were reached in

those markets where the group has operated the

longest. The long-term profitability goal requires an

average operating margin of 35-40%. To the extent

that acquired companies provide increased earnings

per share, Agresso will be able to accept that acquired

companies have a short term negative effect on the

profitability margin. However, it is a prerequisite for

such acquisitions that the operations must have the

potential to achieve a long term profitability in line

with Agresso’s long-term goals.

Agresso’s focus as a software company is to expand

its product sales, and its consultancy services are only

to be expanded in so far as this is necessary to

support its software sales. Agresso’s goal is for its

product share to make up more than 50% of total

revenues. For the product and maintenance revenues

as a whole, the goal is a share of around 70%. In order

for Agresso to be able to reach its product-share,

revenue and profit goals, as well as service its custo-

mers well, it is important for the company to form

alliances with external implementation partners in the

various markets. Such agreements exist in a number of

Agresso’s markets, but further work is necessary to

strengthen this form of co-operation so that the

company can focus even more on its software sales.

Agresso Group ASA has set itself ambitious, but

realistic goals. The software industry is, however, one

involving considerable risks as regards changes in

technology, solutions and market requirements. It is

crucial for Agresso that it can continue to supply

software solutions as demanded by the market on a

relevant technological platform.

ACQUISITIONS AND MERGERS

Agresso has acquired the following companies in

1998: Canada’s Visionary Solutions Corp., France’s BG

Partners SA and Concept SA, Germany’s It Infotechnik

Gmbh, Sweden’s Datorisering Konsult AB and

REPORT OF THE BOARD OF DIRECTORS 1998

1994 1995 1996 1997 19980

5

10

15

20

25

30

35

40

45

50

EBITDA

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PAGE

10

Norway’s Ergosoft AS. These companies had total

revenues of around MNOK 466 in 1997 (of which

Concept had MNOK 285). These transactions have

given Agresso a good foundation for further expansion

in North America, France and Germany, while also

strengthening the company’s position in the Nordic

region. The work of integrating these companies is in

progress and most of the companies’ operations will

be Agresso-based in 1999.

THE MARKET SITUATION

AND COMPETITIVE CONDITIONS

Agresso has expanded strongly internationally, while

also maintaining a significant growth in its domestic

market. In 1998, the company’s revenues from outside

Norway amounted to MNOK 450, or 79%. The UK

remained Agresso’s biggest individual market in 1998,

contributing 22% of the company’s total revenues,

while the Nordic region was the largest area with

46% of the group’s revenues. In 1998, AGRESSO

solutions were sold to around 300 new customers.

The total number of Agresso customers came to more

than 1 000, spread over around 1 500 installations at

the end of 1998. The overall customer base in the

acquired companies consists of around 10 000 custo-

mers. Competition is still increasing in the software

market and the international suppliers further streng-

thened their position in 1998 at the expense of local

suppliers. The AGRESSO systems maintain their

competitive position towards the major international

software companies. This has been proven both in the

market and by independent assessments and tests.

The competitive conditions are, on the whole, the

same in the various markets. The company is largely

facing the same competitors in all the markets, plus a

few local players. The strong competition has not had

any negative price effect on Agresso´s products in

1998 and the company do not expect any such effect

in 1999 either. In 1998, Agresso has, as a result of its

strong growth, also got attention from influential,

international IT industry analysts. This is important to

the company’s further developments. Similarly,

Agresso is also experiencing that leading international

implementation consultants are becoming increasingly

interested in co-operating with the company.

The Nordic region •

Agresso has considerably strengthened its position in

the Nordic region through a combination of strong

organic growth and company acquisitions. Its overall

revenues from the Nordic region came to MNOK 260

in 1998, compared with MNOK 86 in 1997, an increase

of 202%. (The pro-forma 1997 revenues were the

equivalent of MNOK 200.) The company had revenues

of MNOK 142 in Sweden and MNOK 118 in Norway in

1998. The organic growth was particularly strong in

Sweden, but the company also showed good growth in

Norway. The operating profit increased from MNOK 28

REPORT OF THE BOARD OF DIRECTORS 1998

UK 127 MNOK

Revenue per country 1998

Norway 118 MNOK

Sweden 142 MNOK

France 102 MNOK

Germany 21 MNOK

Continental Europe 18 MNOK

North America 40 MNOK

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11

in 1997 to MNOK 32 in 1998 for the Nordic region.

However, the operating margin showed weaker deve-

lopment and fell from 20% in 1997 to 13% in 1998.

The most important reasons for this are significant

recruitment and training costs and lower margins in

Datorisering.

Direct sales continued to show the strongest growth in

1998, but the company’s partners have also had good

sales and one of them, IBM, has won a number of new

contracts in the municipality market. The merger with

Ergosoft was an important expansion towards the so-

called SMB (Small and Medium-sized Businesses)

market in Norway. A new Ergosoft version based on

the AGRESSO system was launched towards the end

of 1998. Ergosoft has 2 500 customers for its original

DOS software.

Operations in Sweden developed considerably in 1998,

with an organic growth of 73%. The take-over of

Datorisering also contributed towards strengthening

the company’s position in Sweden. Datorisering has a

strong position in the local-authority and construction

sectors, among others. ESV - Ekonomistyringsverket

(formerly RRV) is still an important partner in the

government sector in Sweden. In order to deal with its

strong organic growth, the company has recruited

significant numbers of new staff.

At the end of 1998, the company had 261 employees

in its Nordic organisation.

The UK •

The strong growth continued in the UK in 1998

following the extremely successful take-over of

Ampersand in 1997. The company’s organic growth

was 112% from 1997 to 1998. The UK revenues came

to MNOK 127 in 1998 compared with MNOK 60 in

1997. The average order value also increased in 1998

and has fuelled the strong growth. The AGRESSO

product has achieved a very good position in the Bri-

tish market and a strong awareness amongst potential

customers. Along with its strong growth, the company

has also improved its profitability significantly. Its

operating profit rose from MNOK 2 in 1997 to MNOK

21 in 1998. Its relative margin also rose to 17% in

1998, compared with 3% the previous year. The

company had 108 employees at the year-end 1998.

The Irish distribution agreement entered into in 1997

has also contributed positively.

Continental Europe •

From modest operations consisting of a small company

just starting up in France, with around 10 employees in

1997, Agresso’s operations in Continental Europe have

expanded considerably in 1998. The acquisition of

Concept SA was the most important event in 1998, but

the take-overs of France’s BG Partner SA and

REPORT OF THE BOARD OF DIRECTORS 1998

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12

Germany’s Infotechnik Gmbh also represented impor-

tant milestones in the company’s European expansion.

In 1998, Agresso had combined revenues in Continen-

tal Europe of MNOK 141, equivalent to 25% of the

group’s total revenues, compared with MNOK 3 in

1997 (MNOK 42 in pro forma 1997). The operating

profit also increased to MNOK 9 in 1998, compared

with a loss of MNOK 6 in 1997.

The merger with BG Partner strengthened Agresso’s

organisation and market position in France. BG Partner,

with 20 employees, made sales of around MFRF 20

in 1997. The company has around 250 customers for

its in-house-developed administrative software

solution, which it is intended to phase out in favour of

AGRESSO within two-three years. The acquisition of

BG Partner led to a revitalisation of the company’s

position in France.

In October Agresso acquired the French IT company,

Concept SA, for FRF 10 million. Concept has been

consolidated in the accounts as from the fourth quar-

ter 1998. In addition to the purchase price, Agresso

has undertaken to contribute new equity capital of

FRF 16 million to Concept and to give the company a

short-term credit-line of up to FRF 38 million. Including

restructuring provisions, Concept had a negative

equity of MFRF 70 at the date of the acquisition,

following considerable losses on its new accounting

software for NT in 1997 and 1998. The acquisition

resulted in an intangible asset in Agresso’s consoli-

dated balance sheet of MNOK 94, corresponding to

the negative equity. This will be depreciated by MNOK

9 each year as from the fourth quarter 1998. Concept’s

loss-making financial software for Windows-NT

(Compta-Win) was taken over by another French

company in December 1998. This company will further

develop the software for the small-businesses market.

Within Concept, the program is replaced by Agresso

software. A restructuring programme has also been

carried out, and this will involve a total reduction of

around 60 employees (including around 30 in Compta-

Win). A new management team has also been

established in Concept, based on Agresso’s local

management and parts of the old Concept manage-

ment, and reinforced by externally recruited managers.

Concept’s other activities - its consolidation and

treasury-management software - are making positive

contributions to operations and will be further

developed. However, the company’s products will be

co-ordinated with Agresso’s. The take-over and

restructuring of Concept has resulted in Agresso’s

French organisation incurring considerable costs

during the second half-year. Both new sales and the

implementation of Agresso have suffered from this.

This process has largely been completed in 1998 and

the company will be able to concentrate on normal

sales and implementation of Agresso software in

REPORT OF THE BOARD OF DIRECTORS 1998

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1999. Building internal AGRESSO skill will be impor-

tant in 1999, both in sales and implementation. In

1998, Concept had total revenues of MFRF 221, of

which MFRF 67 occurred in the fourth quarter. 1999

will to a great extent be characterised by a consoli-

dation of the operations, a re-establishment of profita-

bility and changing parts of the company into Agresso-

based operations. A growth in revenue is not a priority

in 1999 and Concept’s revenues are expected to

remain around the same level as in 1998. In addition

to France, Concept also has wholly-owned subsidiaries

in Spain, Italy and Belgium that had revenues of

around MFRF 44 in 1998.

The take-over of It Infotechnik Gmbh in Munich repre-

sented Agresso’s entrance in the German market.

During the second half of the year, the German version

of the AGRESSO system has been completed. The

system was launched in October and the first orders

have already been won, laying a good foundation for

AGRESSO sales in 1999.

North America •

The North American activities are still characterised

by being in a start-up phase. The acquisition of 82% of

Visionary Solutions Corp. in Canada that was carried

out in 1998 was an important step for Agresso’s

North-American operation. Visionary has already been

considerably restructured so that its operations have

mainly been based on AGRESSO in 1998. At the time

of the take-over, Visionary had around 50 employees.

Together with Agresso’s operations in the USA, this

has given the company a good foundation for further

growth in North America. The company had revenues

of MNOK 40 in 1998, 7% of the group’s revenues,

compared with revenues of MNOK 6 in 1997. (MNOK

33 in the pro-forma 1997 revenues.)

The company continued to show an operating loss in

1998, with a loss of MNOK 12 compared with MNOK 7

in 1997. After a weak first half-year, the second half-

year showed good sales developments for the

AGRESSO system and a good foundation has been laid

for positive results in 1999.

The sales and implementation resources have been

considerably strengthened in 1998. This is to some

degree reflected in sales in the fourth quarter, but the

full effect of this is expected in 1999. Important con-

tracts and reference customers have also been won in

1998 and the company’s position has significantly

improved from 1997. Considerable progress has been

made in 1998, although not as much as had been

hoped for. However, it is clear that Agresso has a

competitive solution for the North American market as

well. In addition to further organic growth, it will be

necessary to buy existing companies to create a strong

organisation with sufficient market coverage. In two-

three years, Agresso aim for an organisation with

REPORT OF THE BOARD OF DIRECTORS 1998

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four-five hundred employees in North America. At the

year-end 1998, the company had 74 employees in

North America.

OTHER MARKETS

Apart from the markets where Agresso has its own sub-

sidiaries, there are certain AGRESSO sales in some other

countries that are handled by the Norwegian subsidiary.

CASH FLOW

Operations debited the liquidity by MNOK 78 in 1998,

compared with MNOK 7 the year before. An increase

in accounts receivable as a result of the stronger

growth is the most important reason for this. In addi-

tion, the acquisition of Concept has debited the

liquidity by MFRF 7 (a purchase price of MRFR 10 and

a debit to the liquidity of MFRF 3 in the fourth quarter,

net of liquid assets in Concept). Investments in fixed

assets comprised MNOK 10, compared with MNOK 58

in 1997. Ergosoft’s repurchase of its operations from

Telenor for MNOK 45 was the most important single

investment in 1997. Other investments in fixed assets

in 1997 and 1998 were for operations-related equip-

ment, fixtures and fittings. The share issues in

May and October, less the MNOK 28 in net repayment

of loan (Ergosoft), contributed to a net cash flow from

financing of MNOK 158 in 1998. The raising of a

MNOK 36 loan for the repurchase from Telenor and

the share issue of MNOK 59 resulted in a cash flow of

MNOK 90 in 1997. The company’s total liquid holdings

have increased by MNOK 71 in 1998. These holdings

comprised MNOK 157 as at 31 December, while the

holdings at the year-end 1997 were MNOK 86 after a

net cash flow of MNOK 26. Agresso’s liquidity position

is therefore good.

RESEARCH AND DEVELOPMENT

Considerable resources have been invested in product

developments in 1998. Agresso had R&D costs of

MNOK 46 for the Agresso product and 33 MNOK for

other products all charged to expence. AGRESSO 5

have been further developed i 1998. A new release

was completed by the end of 1998 with new and

expanded functionality for web and Euro amongst

others. The functionally strong product has thus been

further strengthened. In connection with the new

release in 1998, extensive tests have been carried out

with regard to the year 2000. These tests have

confirmed that the AGRESSO system, which was

designed from the start with four-digit year figures,

can fully cope with the year 2000.

Agresso’s product position is strong and the company

will further develop this through focused product deve-

lopments. A good utilisation of the «network compu-

ting» concept will play an important role in the work of

further developing the AGRESSO product. Another key

goal for the company’s product-development work is

REPORT OF THE BOARD OF DIRECTORS 1998

1994 1995 1996 1997 19980

10

20

30

40

50

60

70

80

R&D expences 1994-1998 MNOK

79

29

151211

1994 1995 1996 1997 19980

20

40

60

80

100

120

181711

30

104

Operating profit before R&D MNOK

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that AGRESSO must help to cut the customer’s costs.

This applies to the cost of ownership. This applies to

cost of implementation as well as operations and

training, without sacrificing the product’s functional

qualities. At the year-end 1998, 72 people were

employed in the development department in Norway,

an increase of 35% on the previous year. In addition,

around 100 people worked on product developments in

the acquired companies. Most of these will work on

developing Agresso software by the end of 1999.

THE YEAR 2000

In addition to that already written about the AGRESSO

product, the company has also charted whether its

internal operational systems will be able to cope with

the transition to the year 2000. The company has

prepared an upgrading programme that is due for

completion in the first half-year 1999. Agresso has

also started charting its customers in order to find out

if any of them use hardware or database software that

will not be able to cope with the year 2000 and, where

relevant, to assure that the customer has implemented

the necessary measures to cope with any defects. In

selected key areas, emergency plans will also be

prepared in case the solutions should, after all, fail.

ORGANISATION

The Agresso group increased its number of employees

in 1998 from 228 in January to 955 at 31 December.

Many of these came from the acquired companies, but

significant recruitment work has also been carried out.

In a tight labour market, Agresso has succeeded in

recruiting skilled employees while also maintaining a

low staff turnover. 739 people are employed by the fore-

ign subsidiaries. The number of employees in the parent

company rose from 73 to 96 at the year-end. The Board

would like to thank all the employees for the work they

have carried out in 1998. During the year, Agresso has

taken a great step in the direction of becoming a lea-

ding European supplier of administrative systems. This

work will continue in 1999 with considerable chal-

lenges for all our employees. The company has a good

working environment and positive employee relations

and is well equipped for these challenges. Agresso’s

activities do not pollute the environment and only use a

small amount of non-renewable resources, apart from

those entailed by normal office operations and a certain

amount of travelling.

In 1998, the managing director received NOK 651 000

in salary and other allowances. The accounts have

been debited by directors’ fees of NOK 105 000 and

NOK 489 000 in auditor’s fees, of which NOK 208 000

is consultancy fees.

FINANCIAL CONDITIONS

Agresso has a strong financial position. The company has

little interest-bearing debt and a high equity ratio, 51%.

REPORT OF THE BOARD OF DIRECTORS 1998

Nordic (incl. Agresso Group) 357

Number of employees 1998

UK 108

Continental Europe 411

North America 79

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The Board’s opinion is that this is necessary for a com-

pany in the software industry. Private placements of

MNOK 190 have been important for maintaining the

company’s financial strength and financing growth and

acquisitions. It is also important for our customers that

Agresso has the necessary financial resources to

continue to further develop its solutions in the years to

come. The company’s liquidity was good throughout

the year and it had liquid assets of MNOK 157 at the

year-end 1998. Good liquidity is necessary to realise

the company’s ambitious goals as to growth.

SHAREHOLDERS AND SHARE ISSUES

The price of Agresso shares has developed positively

in 1998, but with a considerable amount of volatility.

The share price rose by 25% in 1998. It started off at

NOK 25.50 at the beginning of the year and reached

an «all-time high» in May at NOK 39. Agresso was

also affected by the unrest on the worlds stock

exchanges in 1998 and reached its lowest level in

October, at NOK 17. The share price then rose

gradually for the rest of 1998 to reach a level of NOK

32 at the year-end. The liquidity in the Agresso shares

has been good, with 101% of the shares being traded

during the year, equivalent to 200% of a «free float».

The liquidity still varies considerably, resulting in only

modest trading at times.

At the end of the year, the company had a total of 631

shareholders, 43% of whom were foreign. Agresso

carried out private placements in May and October of

MNOK 190 divided into 6.7 million shares. Both

Norwegian and foreign institutional investors showed

a great deal of interest in the share issues.

The Board’s members own/control the following num-

ber of shares (including call options):

Øystein Tvenge 7 379 749 15%

Thorolf Kildal 4 256 960 9%

Jarle Sky 4 242 800 9%

Birger Nergaard -

Tom Wingerei 60 000

OUTLOOK

Agresso’s long-term goals are contingent on its

continued strong growth. The company expects the

growth from 1998 to 1999 to be in line with its long-

term growth goal of 50-70%. 1999 is a year in which

developments in the industry seem to be more

uncertain than for a long time. This is due, not least, to

year-2000-related conditions. However, there is no

indications of a reduced willingness to invest among

the medium-sized companies that form Agresso’s core

market. With Agresso’s short implementation time, the

company will be able to offer new customers a year-

2000-safe solution that can be installed by the end of

REPORT OF THE BOARD OF DIRECTORS 1998

1998 1997 1996 1995 1994

0

0.1

0.2

0.3

0.4

0.5

0.6

0.7

0.8

0.9

Earnings per shareCash flow per share

Earnings and cashflow per share NOK

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the year for most of 1999. The rise in uncertainty will

also be met by an increased focus on the sale of new

modules to existing customers. There is a significant

revenue potential in this area which the company has

only exploited to a modest extent so far.

Among other things, 1999 will be characterised by the

restructuring of Concept’s and Datorisering’s activities

to make them more based on Agresso software. The

company will also start up the process of providing

Agresso software in Spain, Italy and Belgium through

the subsidiaries taken over by the acquisition of Con-

cept. Although this will debit the accounts in 1999, it

will be an important step towards ensuring the compa-

ny’s future growth and earnings’ potential. The com-

pany will also work actively to strengthen Agresso’s

position in the other markets where it operates.

Profit-wise, Agresso expects to take further steps in

1999 towards its long-term profitability goal. However,

the profit will continue to be affected by costs invol-

ved in implementing the planned growth, the costs of

becoming established in the newest markets and by

the fact that major resources are still being committed

to further product developments. However, the profit

should improve significantly compared to 1998.

PARENT COMPANY ACCOUNTS

The parent company in the Agresso Group ASA made

a profit of NOK 31 570 780. The Board proposes

allocating it all to distributable earnings.

REPORT OF THE BOARD OF DIRECTORS 1998

Oslo, 22 March 1999

Øystein Tvenge Thorolf Kildal Kjellrun Kyllo

Formann

Birger Nergaard Jarle Sky Tom Wingerei

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P r o f i t a n d l o s s a c c o u n t

AGRESSO GROUP ASA

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19

KNOK Note Group Parent company

Proforma1998 1997 1998 1997

Operating revenues and operating costs

Operating revenues 17 567,892 335,634 92,247 45,512 Other revenues 0 0 10,800 0 Total revenues 567,892 335,634 103,047 45,512

Cost of goods and services 77,763 51,915 8,147 3,954 Personnel costs 8 327,198 187,578 41,374 28,219 Other operating costs 11 115,068 77,014 14,598 7,998 Depreciation computers, vehicles, fittings 4 12,878 7,557 2,744 1,521 Depreciation intangible assets 4 9,145 6,639 5,836 0 Loss on receivables 2 433 804 0 (597)Operating costs 542,485 331,507 72,699 41,095 Operating profit 17 25,407 4,127 30,348 4,417

Financial income and financial costs

Interest income 5,861 2,546 4,415 2,072 Interest from subsidiaries 0 0 3,050 995 Other financial income 345 408 314 342 Interest costs (2,835) (4,909) (30) (104)Other financial costs (816) (499) (216) (401)Net financial items 2,555 (2,454) 7,533 2,904 Profit before tax 27,962 1,673 37,881 7,321

Tax 7 7,278 2,649 6,310 414 Profit (loss) after tax 20,684 (976) 31,571 6,907

Allocations

To distributable reserve 31,571 6,907 Total allocations 31,571 6,907

Earnings per share (NOK) 0.43 0.02Cash flow per share (NOK) 0.87 0.34

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B a l a n c e

AGRESSO GROUP ASA

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20

KNOK Note Group Parent company

Proforma1998 1997 1998 1997

Current assetsCash and bank deposits 1 157,194 86,229 81,444 66,404 Accounts receivable 2 252,721 121,162 455 4,395 Receivables from subsidiaries 13 0 0 170,702 55,056 Other short-term receivables 5 47,900 19,703 3,675 4,015 Inventory 4,514 11,610 0 0 Total current assets 462,329 238,704 256,276 129,870

Fixed assetsShares in subsidiaries 3 0 0 84,861 7,292 Shares in associated company 0 1,206 0 2,100 Deferred tax benefits 7 5,557 1,999 0 0 Other long-term receivables 5 3,093 553 320 0 Intangible assets including goodwill 4 130,530 43,767 34,672 0 Computers, vehicles, fittings, etc. 4 46,990 16,515 7,330 4,718 Total fixed assets 186,170 64,040 127,183 14,110

TOTAL ASSETS 648,499 302,744 383,459 143,980

LIABILITIES AND EQUITYShort-term liabilitiesAccount payables 61,133 24,914 2,889 27 Withholding tax, duties and holiday pay due 98,741 29,521 10,571 6,858 Tax payable 7 5,738 5,037 3,826 1,294 Advances from customers 6 49,690 23,998 0 2,758 Other short-term liabilities 16 76,834 50,467 15,661 433 Total short-term liabilities 292,136 133,937 32,947 11,370

Long-term liabilitiesDeferred tax 7 6,550 3,911 3,483 0 Net pension liability 8 1,593 554 0 302 Other long-term liabilities 16,390 44,496 0 0 Total long-term liabilities 24,533 48,961 3,483 302

EquityShare capital (47.902.533 at NOK 2) 95,805 73,153 95,805 73,153 Statutory reserve 27,973 14,640 27,973 14,640 Distributable reserve 208,052 32,053 223,251 44,515 Total equity 9, 12, 15 331,830 119,846 347,029 132,308

TOTAL LIABILITIES AND EQUITY 648,499 302,744 383,459 143,980

Guarantees 10 1,612 1,291 1,612 850 Mortgages 10 4,200 4,200 4,200 4,200

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C a s h f l o w s t a t e m e n t

AGRESSO GROUP ASA

KNOK Group Parent company

Proforma1998 1997 1998 1997

Cash flow from operations

Profit before tax 27,962 1,673 37,881 7,321 Tax payable (8,197) (1,536) (3,826) (1,294)Depreciation 22,023 14,196 8,580 1,521 Change in receivables (45,023) (55,535) 3,940 11,102 Change in payables (10,402) 3,001 2,862 (1,167)Change in net pension liability 1,039 199 (622) (53)Change in short-term items and inventory (65,024) 31,349 (94,207) (50,604)Net cash flow from operations (77,622) (6,653) (45,392) (33,174)

Cash flow to investments

Invested in shares 0 0 (46,031) (6,874)Net invested in Concept SA 16,905 0 (37,236) 0 Invested in fixed assets (26,448) (57,769) (5,355) (3,857)Net cash flow to investments (9,543) (57,769) (88,622) (10,731 )

Cash flow from finance activities

New long term loan 9,323 36,148 0 0 Repayment of loan (37,429) (5,102) (36,000) 0 New shares issued 186,236 59,398 185,054 57,077 Net cash flow from finance activities 158,130 90,444 149,054 57,077

Net change in cash and bank deposits 70,965 26,022 15,040 13,172

Cash and bank deposits at 01.01 86,229 60,207 66,404 53,232 Cash and bank deposits at 31.12 157,194 86,229 81,444 66,404

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A c c o u n t i n g p r i n c i p l e s

AGRESSO GROUP ASA

General

The financial statements for Agresso Group ASA are

prepared in accordance with the requirements of the

Norwegian Companies Act and applicable accounting

standards. The particular accounting policies descri-

bed below apply to the financial statements for the

parent company and the group.

Consolidation principles

The group consists of parent company Agresso Group

ASA and subsidiaries Agresso AS, Agresso AB,

Agresso Ltd., Agresso (UK) Ltd., Ergosoft AS, Agresso

SA, It Infotechnik Gmbh, Datorisering AB, Agresso

Corp (USA), Agresso Corp (Canada), Concept Agresso

SA and Agresso Software Distribution SA.

The parent company’s accounting principles have been

used in the group accounts. The foreign subsidiaries’

profit and loss statements have been converted to

Norwegian kroner based on average exchange rates

over the year. The balance sheets have been converted

based on rates on 31.12.1998. Conversion differences

have been posted against equity. In preparing the

group accounts the purchase method has been used.

The cost price for the shares has been eliminated

against equity in the subsidiary at the date of pur-

chase, and the difference is posted as goodwill. For

mergers the pooling of interest method is used.

Accounts receivable

Accounts receivable consists of gross invoiced receiv-

ables after deducting provisions for unrecoverable debt.

Inventory

Inventory is valued at the lower of purchase price or

actual value.

Fixed assets

Tangible fixed assets are capitalised when estimated

economic life exceeds 3 years and costs exceed

KNOK 15. Tangible fixed assets are depreciated in

straight line over their estimated useful economic

lives. Goodwill arising from acquisition of Concept is

depreciated over 10 years. Other purchased intangible

assets are depreciated over 5-10 years.

Foreign currency

Receivables in foreign currency are valued at the

lower of the exchange rate on 31.12.98 and the rate

on the transaction date, whilst liabilities are valued at

the higher of the rates.

Tax

The tax charge consists of payable tax and the change

in deferred tax. Deferred tax is calculated on the basis

of temporary differences between accounting and tax

values. Deferred tax benefits are taken into account to

the extent they can be reversed within the same

period as deferred tax.

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AGRESSO GROUP ASA

Pensions

Net pension costs include current service costs

(including the effect of expected future salary

increases) and interest on the pension obligation less

the estimated return on pension plan assets. The

losses and gains from exchanges in actuarial assump-

tions and pension plans are taken into account when

exceeding 10 per cent of gross pension obligations or

pension plan assets whichever is higher. These losses

and gains are amortised over the average remaining

service period. The entire net pension cost is classified

under other personnel costs in the profit and loss

account. Net pension liabilities are presented as

long-term liabilities in the balance sheet.

Revenue recognition

Sales of AGRESSO standard licences are taken to

income based on invoicing, which generally match

with delivery. For contracts involving complex imple-

mentation or high degree of bespoke, the percentage

of completion method is used. A proportion of earned

project reveues and costs are assessed by reference to

degree of completion and progress on the individual

projects. Project income invoiced, not taken to revenue

is entered as advance from customer.

Maintenance contracts with customers are posted as

income in the periods to which they apply. Mainte-

nance invoiced for 1999 is posted as advances from

customers.

The recovery of travel costs through invoicing is

posted as a reduction of operating costs.

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N o t e s

AGRESSO GROUP ASA

Note 1 - Bank deposits

KNOK 3.643 of the parent company’s and KNOK 6.902 of the group’s bank deposits at 31.12.98 are tax withdrawal

from employees.

Note 2 - Accounts receivable

Receivables are entered at par value after deducting provisions for unrecoverable debt.

The actual losses and provisions are (KNOK):

Group Parent Company

1998 1997 1998 1997

Actual losses 717 27 0 27Provision for unrecoverable debt 31.12 41,851 2,457 382 1,072

Note 3 - Shares in subsidiaries

The parent company own shares in the following companies:

Company Share capital Interest Book value (KNOK)

Agresso AS KNOK 8,418 100 % 400 Agresso AB KSEK 500 100 % 457 Agresso Ltd. KGBP 1,515 100 % 22,419 Agresso (UK) Ltd. KGBP 100 100 % 1,057 Agresso SA KFRF 1,250 100 % 5,198 Ergosoft AS KNOK 5,200 100 % 5,200 Infotechnik Gmbh KDEM 50 100 % 2,165 Datorisering AB KSEK 2,000 100 % 8,318 Agresso Corp (Canada) KCAD 1,162 82 % 439 Concept Agresso SA KFRF 21,000 100 % 37,236 Agresso Software Distr. SA KFRF 1,000 100 % 1,316 Agresso Corp. (USA) KUSD 100 100 % 656 Total subsidiaries (entered at cost price and classified as fixed assets) 84,861

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AGRESSO GROUP ASA

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Note 4 - Fixed assets

KNOK Depriciation Acquisition Changes Depreciation Akkum. Booked value

rate cost at 1.1.98 in year in year depriciation at 31.12.98

Computer equipment 33% 6,095 4,440 2,322 4,903 5,632Fittings and office machinery 20% 1,768 915 366 1,311 1,372Vehicles 15-20% 509 0 55 184 325Goodwill and other intangible assets 10-20% 44,400 0 5,836 9,728 34,672Parent company 52,772 5,355 8,579 16,126 42,001

Computer equipment 33% 30,416 142,012 10,417 140,765 31,663Fittings and office machinery 20% 11,202 19,764 2,144 17,168 13,798Vehicles 15-20% 1,514 1,059 317 1,044 1,529Goodwill 10-20% 48,853 95,908 9,145 14,231 130,530Group 91,985 258, 743 22,023 173,208 177,520

Purchase and sale of fixed assets

in the last 5 years (KNOK): 1994 1995 1996 1997 1998

Parent company

Invested in fixed assets 594 1,045 1,565 4,159 5,355Sale price fixed assets 0 0 0 110 0

Group

Invested in fixed assets 2,690 3,709 5,900 58,216 29,427Sale price fixed assets 215 39 2,429 447 1,468

Note 5 - Other short-term and long-term receivables

Other short-term receivables consist of accrued revenues, prepaid costs and other accruals.

In other long-term receivables in parent company net pension funds of KNOK 320 are included.

Note 6 - Advances from customers

Advances from customers consist of pre-paid project income and invoiced maintenance contracts for 1999.

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AGRESSO GROUP ASA

Note 7 - Tax

The company and the group have the following temporary differences (KNOK):

GROUP PARENT COMPANY

31.12.98 31.12.97 Change 31.12.98 31.12.97 Change

Temporary differences:9,090 7,383 1,707 Projects in progress - - -

(2,051) (172) (1,879) Receivables (367) (205) (162)12,487 (42) 12,529 Fixed assets 12,487 3,560 8,927

320 (302) 622 Pension liability 320 (302) 622(20,000) (8,000) (12,000) Loss carried forward 0 0 0

(154) (1,133) 979 Net temporary differences 12,440 3,053 9,387

6,550 3,911 2,639 Deferred tax 3,483 855 2,485(5,557) (1,999) (3,558) Deferred tax benefits - - -

The loss carried forward will reverse against future profit, and is included in the base of deferred tax benefits.

Deferred tax and tax benefits are calculated at a tax rate of 28%.

Tax payable in parent company is calculated at 28% of taxable net income which is arrived at after the result before

tax has been adjusted for permanent differences and change in temporary differences as follows (KNOK):

Profit before tax 37,881Permanent differences (14,830)Change in temporary differences (9,387)Tax base 13,664

The year tax charge consists of the following (KNOK): GROUP PARENT COMPANY

Tax payable 3,825 8,197Change in deferred tax 2,485 (919)Total 6,310 7,278

Note 8 - Pension liabilities

The group have a collective pension scheme for its employees in Norway. The liability relates to 209 persons.

The calculations are based on standard actuarial assumptions from The Assosiation of Norwegian Insurance

Companies. The calculations are adjusted for turnover based on the company’s estimate.

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AGRESSO GROUP ASA

The following assumptions are applied in the actuarial computations:Discount rate: 7.00 %Expected return: 8.00 %Future salary development: 4.00 %Increase in pensions: 2.00 %Change in base amount: 3.30 %Employment tax: 14.10 %

Net capitalised pension liability at 31.12 (KNOK): 1998 1997

Estimated value of pensions funds (7,607) (4,312)Estimated present value of future pension liabilities 6,941 3,712 Estimated pension funds (666) (600)Unamortised effect of changes in assumptions and pension plans, anddifferences between actual and estimated return on pension plan assets 34 902 Net pension liabilities (funds) in Norway (632) 302 Pension liability in foreign subsidiaries 2,225 252 Total pension liability in group 1,593 554

Specification of the year’s net pension costs (KNOK): 1998 1997

The year’s pension earnings 2,573 1,378 Interest cost on pension liability 323 228 Expected return on pension funds (541) (308)Effect on the year’s result of:Difference between expected and actual return (40) (40)The year’s net pension costs in Norway 2,315 1,258

Some foreign subsidiaries have contribution pension plans, and the posted liablity in the note is related to incurred,

not paid contributions.

Note 9 - Equity (KNOK)

Parent company Share capital Statutory reserve Distributable reserve

Equity at 1.1.98 73,153 14,640 44,515 Share issues 14,452 5,123 165,478 Effects of mergers 8,200 8,210 (18,313)Profit for the year 31,571 Equity at 31.12.98 95,805 27,973 223,251

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AGRESSO GROUP ASA

Group Share capital Other equity

Equity at 1.1.98 73,153 60,038 Effects of mergers (13,345)Equity at 1.1.98 proforma 73,153 46,693Share issues 14,452 170,601Share issues for mergers 8,200 (8,200) Profit for the year 20,684Conversion difference 6,247Equity at 31.12.98 95,805 236,025

The merger with Infotechnik Norwegen AS and Datorisering AS will be concluded in 1999, and the merger

concideration in shares at par value, KNOK 8,210, is thus included in the statutory reserve.

The amount will be transferred to share capital at registration.

Note 10 - Guarantees and mortgages

The group’s bank has issued a guarantee to landlord and customer for a total of KNOK 1,612.

Receivables up to KNOK 4,200 have been pledged to the bank for unused overdraft facility.

Note 11 - Other operating costs

The group’s other operating costs consist of:

KNOK

Travel costs 25,817 Marketing costs 19,622 Other costs 69,628

115,067

Note 12 - Options for employees

Based on board decision and power of attorney from the general meeting of Agresso Group ASA, the group started

a new option-program in 1998 for all employees.

According to the program 500 - 2,500 options will be awarded each half-year. In addition a start-up allocation of

5-10,000 options was given, with exercise date from August 1999 to February 2001. No seperate allocations have

been given to the management in 1998.

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AGRESSO GROUP ASA

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At 31.12.98 the following option awards have been made in Agresso:

Date of Exercise First date of Last date of

allocation Number price exercise exercise

1996 300,000 23.40 February 1999 February 2001May 1998 740,000 37.75 August 1999 February 2000May 1998 2,120,000 41.50 August 2000 February 2001October 1998 661,500 30.00 August 2000 August 2001

Note 13 - Currency contracts

Related to the acquisition of Concept the parent company have entered into a 12 months FX swap contract

to sell KFRF 10,000 at rate 140.8. The due date is 15.10.99.

The agreement is a FX hedge covering the company´s short-term credit facility to Concept Agresso. The unrealised

currency gain is not posted in the accounts.

Note 14 - Acquisition of Concept SA

Summary of the group’s key figures if acquisition of Concept SA had been made 1.1.97 (KNOK):1998 1997

Operating revenue 809,710 620,875 Operating loss (17,621) (14,813)Extra ordinary costs (29,816) (44,559)Loss before tax (46,524) (61,754)Loss (53,826) (64,525)Total assets 609,652 467,107Total equity 246,451 72,268

Note 15 - Mergers and acquisitions

The parent company merged in 1998 with the below mentioned companies. All mergers have effect in the accounts

from 1. January 1998.The comparable figures for 1997 are proforma figures including the merged companies.

Norwegian Foreign Date of Accounting Vederlag

company subsidiary resolution effect Antall aksjer Cash (KNOK)

Ergosoft AS 7 May 1998 1 January 1998 1,833,333

VIS Holding AS Visionary Solutions Corp. 29 July 1998 1 January 1998 1,244,187

BG Partner Norvegè AS BG Partners SA 10 June 1998 1 January 1998 1,022,552 6,696

Infotechnik Norwegen AS 1) IT Infotechnik Gmbh 16 October 1998 1 January 1998 1,505,111

Datorisering Norge AS 1) Datorisering AB 30 December 1998 1 January 1998 2,600,000 15,000

1) The shares will be issued in 1999 when the creditor waiting period according to the Companies Act has expired.

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AGRESSO GROUP ASA

In 1998 the French company Concept SA was acquired. The company’s figures for 4. Quarter 1998 are included in

the group accounts for 1998. Goodwill arising from the acquisition is depreciated over 10 years. In note 14 the

proforma figures for the group are shown for 1997 and 1998 as if the acquisition had taken place at 1.1.97.

Note 16 - Other short-term liabilities

In the group other short-term liabilities consist of (KNOK):

Cash payables to shareholders of Datorisering AB 15,000Provision for restructuring costs in Concept SA 36,239 Other accrued costs and short-term debt 25,595

76,834

Note 17 - Geographical break-down

Agresso does not have business segments. The company produces, sells and implements the same standard soft-

ware in all geographical markets. Shown below is the geographical split of revenue and operating profit for the

regions the company operates in.

Operating revenues (MNOK):

1998 1997 proforma

Nordic 260 200UK 127 60Continental Europe 141 42North America 40 33Total operating revenues 568 335

Operating profit (MNOK):

1998 1997

proforma

Nordic 32 28UK 21 2Continental Europe 9 (6)North America (12) (7)Group overhead/goodwill depreciation (25) (13)Total operating profit 25 4

PAGE

30

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AGRESSO GROUP ASA

PAGE

31

A U D I T O R ´ S R E P O R T F O R 1 9 9 8

To the Annual Shareholders’ Meeting of

Agresso Group ASA

We have audited the annual report and accounts of Agresso Group ASA for 1998, showing a profit for the year of

TNOK 31 571 for the parent company and a consolidated profit for the year of TNOK 20 684. The annual report and

accounts, which comprise the annual report proper, profit and loss account, balance sheet, cash flow statement and notes

to the accounts and consolidated accounts, are presented by the Company’s Board of Directors and its managing director.

Our responsibility is to examine the Company’s annual accounts, its accounting records and other related matters.

We have conducted our audit in accordance with relevant laws, regulations and generally accepted auditing

standards. We have performed those audit procedures which we have considered necessary to confirm that the

annual report and accounts are free of material misstatements. We have examined selected parts of the evidence

supporting the accounts and assessed the accounting principles applied, the estimates made by management, and

the content and presentation of the annual report and accounts. To the extent required by generally accepted

auditing standards we have reviewed the Company’s internal control and the management of its financial affairs.

The Board of Directors’ proposal for the application of the profit for the year is in accordance with the requirements

of the Companies Act.

In our opinion, the annual accounts have been prepared in accordance with the requirements of the Companies Act

and present fairly the financial position of the Company and of the Group as of December 31, 1998 and the result of

its operations for the financial year, in conformity with Norwegian generally accepted accounting principles.

Oslo, 22. mars 1999

Ernst & Young AS

Mats Silbo Leif Aschehoug

Partner Partner

Note: The translation into English has been prepared for information purposes only.

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Agresso’s goal is to provide its shareholders with the best

possible long-term yield through good earnings develop-

ments. As long as the company is in a development

phase, with considerable investments in new markets and

future growth, it would not be natural to pay a dividend.

Once these investments start to provide a return and the

company reaches its long-term earnings goals, Agresso

will let the shareholders have a share of this by paying

dividends. Through providing good information to the

company’s shareholders and the stock market in general,

primarily in the quarterly and annual reports, Agresso’s

Board and management will try to make the share price

reflect the company’s earnings and real value. In addition,

all stock-exchange notifications and press releases will be

made available on the company’s website. The company

will also hold regular presentations for investors and ana-

lysts to help create as much knowledge of and interest in

the Agresso share as possible.

SHARE-CAPITAL DEVELOPMENTS, SHARE

ISSUES AND OPTIONS

As part of the company’s growth strategy, the Board

was authorised at the general meeting held on 28

April 1998 to issue up to 15 000 000 new shares to

finance the company’s future growth and develop-

ments. (This authorisation replaced the former authori-

sation granted at the extraordinary general meeting

held on 1 August 1997). This increase in capital can be

carried out through one or more private placements

aimed at new or existing shareholders or as payment

for the acquisition of or merger with companies within

Agresso Group ASA’s field of business. The Board used

the authorisation to carry out a private placement in

May, in which 3 700 000 shares were sold at a price of

NOK 31, and a private placement of 3 000 000 shares

at a price of NOK 25 in October. These prices were the

same as the market price at the time of the issue. The

authorisation was also used to issue shares as com-

pensation to the shareholders in Ergosoft, BG Partner

Norvege, VIS Holding and Infotechnik Norwegen. The

authorisation is valid until the ordinary general meet-

ing in 1999. The extraordinary general meeting held on

30 December 1998 passed a resolution to merge with

Datorisering, with the issue of a minimum of 960 000

and a maximum of 21 280 000 shares as payment

SHAREHOLDERS INFORMATION

PAGE

32

S h a r e h o l d e r i n f o r m a t i o n

Share-capital developments in 1998 :

Share capital

(NOK 1 000) No of shares Nominal value Comments

(1 000)

73 153 36 576 2 1 January 1998

74 065 37 033 Employee exercise of options

81 465 40 733 Private placing, NOK 31

85 131 42 566 Merger Ergosoft AS

87 316 43 658 Merger BG Partner Norvege AS

89 805 44 903 Merger VIS Holding AS

95 805 47 903 Private placing, NOK 25

Merger Infotechnik Norwegen AS (final completion in 1999)

Merger Datorisering Norge AS (final completion in 1999)

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– the equivalent of MNOK 65 at the market price of

Agresso when the notice to creditors expires in

mid-March 1999.

The option scheme for all Agresso’s employees

created in 1996, expired in 1998. The last options

could be exercised within two weeks of the publi-

cation of the annual results for 1997, at the end of

February 1998. Options equivalent to 456 115 shares

were exercised at a price of NOK 20.70.

The Board has established a new employee options

scheme, which came into force in 1998. This scheme

entitles the employees to be granted options twice a

year. The options have a term of three years, with the

first right to exercise them occurring after two years. As

in the previous scheme, the exercise price is the market

price at the time the option was granted, plus an additi-

onal 1 per cent a month until the last date for exercising

the option. The scheme was established in April/May

1998, with an initial allocation to all employees. The

first ordinary allocation was made in October 1998. The

number of options allocated depends on the employee’s

length of service with the company. The Board can aut-

horise a special allocation to key personnel.

The following options are outstanding as of 31.12.98:

It is the Board’s intention for the company to have

long-term option schemes for the company’s manage-

ment and employees. Norwegian tax rules on options

in a working relationship make it difficult to establish

option schemes with satisfactory conditions. The

Board will continuously assess changes to the option

scheme if the tax regulations make this possible.

NEGOTIABILITY/VOTING RIGHTS/-

REGISTRATION OF NOMINEES

Agresso has only one class of share, with one share

giving one vote at the company’s general meeting. There

are no trading limitations on the company’s shares.

According to Norwegian legislation, shares must nor-

mally be registered under the names of their actual

owners. However, the Norwegian authorities can

agree to a nominee being recorded in the company’s

share register in the Norwegian Registry of Securities

(VPS) instead of a foreign shareholder. The nominee

SHAREHOLDERS INFORMATION

PAGE

33

Allocation Number Exercise First exercise Last exercise

date price (NOK)

1996 300 000 23.40 February 1999 February 2001

May 1998 740 000 37.75 August 1999 February 2000

May 1998 2 120 000 41.50 August 2000 February 2001

October 1998 661 500 30.00 August 2000 August 2001

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SHAREHOLDERS INFORMATION

PAGE

34

cannot exercise any other rights in the company apart

from receiving dividends and other payments, inclu-

ding shares when there is an increase in share capital.

The nominee has thus no right to attend or vote at the

company’s general meeting. If a shareholder wants to

be present or represented at the general meeting, his

or her shares must be registered in the actual owner’s

name in the Norwegian Registry of Securities (VPS), or

the actual owner must have notified and established

his or her share acquisition.

RISK ADJUSTMENTS

For Norwegian shareholders, the cost price when the

shares were acquired must be regulated each year by

an amount equivalent to the retained, taxed profit per

share, the so-called RISK amount. (Regulation of the

purchase price by the Taxed Capital.) The regulation

date is 1 January, but the amount will not be determi-

ned until the previous year’s tax assessment has been

finally dealt with in October/November. Those owning

the shares at 1 January will be credited with the RISK

adjustment. The expected RISK adjustment as at 1

January 1999 is NOK 0.31 per share.

The company’s 20 largest shareholders as at 31

December 98

Shareholder No of shares Ownership share

Intelco Holding AS 4 576 430 9.6 %

Toffin AS 4 245 675 8.9 %

Jarle Sky 4 242 800 8.9 %

RBS Trust Bank Ltd 3 168 960 6.6 %

Fidelity Funds Europe 2 524 470 5.3 %

Orkla Finans

Fondsmegling 1 850 346 3.9 %

State Street Bank 1 570 463 3.3 %

Munkenes AS 1 495 822 3.1 %

Chase Manhattan Bank 1 220 593 2.5 %

Fondspartner AS 1 050 000 2.2 %

Verdipapirfondet Delphi 932 200 1.9 %

Citibank 870 000 1.8 %

Nomura Bank 781 905 1.6 %

Statoils Pensjonskasse 705 295 1.5 %

BSDT United Nations

Joint Staff 649 998 1.4 %

John William Hudson 644 203 1.3 %

Deutsche Boerse

Kundendepot 618 500 1.3 %

Lloyds Bank Plc 580 000 1.2 %

Lloyds Bank Plc/

Old Mutual 573 500 1.2 %

Gunnar Larsen 571 623 1.2 %0

5

10

15

20

25

30

35

40

45

Kurser

May

96

Aug

96

Nov

96

Feb

97

April

97

Jul 9

7

Oct

97

Jan

98

April

98

Jul 9

8

Sep

98

Dec

98

Mar

99

Jun

99

RISK adjustment NOK per share

in previous years

1 January 1996 0.02

1 January 1997 -

1 January 1998 0.09

Number of shareholders

as at 31 Dec 98

Number share

Norwegian: 503 57%

Foreign: 128 43%

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35

THE PRODUCT

AGRESSO 5 is a highly advanced tool for business

management providing fully integrated modules for

finance/accounting, project management, logistics and

payroll/personnel administration. Information from

these modules is brought together in an “information

warehouse”, which is integral to the product.

The Financials product family lies at the core of

AGRESSO. Its range of modules, including general

ledger, accounts receivable/payable and fixed assets,

provide an independent, multi-dimensional accounting

structure with integrated financial and internal

accounts. There is flexible administration of credit

balances and expanded functionality for credit line

management combined with efficient invoice control

and payment processing. There is a fixed asset

register that includes follow-up of depreciation and

balances. This product family also includes modules

that allow users to effortlessly handle any cash

accounting, budgeting and bank reconciliation

requirements that they may have.

The Project product family contains a number of

modules which give users outstanding project finan-

cial management and control. Project planning

features make it easy to estimate the revenue, costs

and planned consumption (hours/amount, etc) connec-

ted with a project. The system also enables budget

tracking, registration of hours and invoicing, as well as

cost and income follow-up for each individual project.

The commitment functionality gives users the ability to

deal with budgets and contracts in medium-sized and

large development projects. There are also modules

for resource planning and rotation management.

The Human Resources product family enables users to

manage personnel tasks with minimal effort. All kinds

of payroll payments are covered and there are compre-

hensive routines for payment follow-up and reporting.

There are functions for the monitoring of absenteeism,

recruitment and pay adjustments as well as for execu-

ting pay simulations. Additional modules provide the

ability to administer and follow-up loans to both

external borrowers and the company’s own employ-

ees. The system allows the registration and tracking of

employees’ formal and informal skills, such as edu-

cation, work experience and specialised knowledge.

The Logistics product family is a fully integrated

solution for dealing with the flow of all documents,

goods and payments between a business and its cus-

tomers and suppliers. Its features include the simple

administration and control of trading stock, tools for

automating and formalising the entire purchasing

process and a sales orders module that covers the

A G R E S S O 5 – a r e v o l u t i o n a r y b u s i n e s si n f o r m a t i o n s y s t e m

THE AGRESSO SOFTWARE

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PAGE

36

entire phase from tendering to invoicing. There are

also modules that cover the administrative needs of

organisations with regard to public services, subscrip-

tions and plant hire.

At the heart of AGRESSO is a suite of information

management and analysis tools. The Browser provides

advanced on-line search criteria, extensive compu-

tational functions and flexible formatting and is an

excellent tool for retrieving and presenting extensive

information in a precise and simple manner. The

results can be stored for further use in spreadsheets,

text files, etc. The Analyzer provides cross-tabulation

analysis and advanced opportunities for graphic

presentations and is an ideal tool for processing and

studying information.

DEVELOPMENTS IN 1998

The unique relational structure that has made

AGRESSO so attractive to customers has also made it

easier for AGRESSO 5 to adapt to the ever changing

demands of the financial software market. Year 2000

compliancy and the Euro are no concerns for any

purchaser of AGRESSO 5. Additionally, 1998 saw the

extension of AGRESSO’s analytical, presentation and

distribution features coupled with the introduction of

Web compatibility, new functionality regarding secu-

rity and simplified central configuration.

AGRESSO 5 received recognition of its technological

strengths when it was awarded the “Designed for

Microsoft Windows NT and Windows 98” and

“Designed for Microsoft BackOffice” logos.

(Registered trademarks of Microsoft Corp.)

YEAR 2000 COMPLIANT

AGRESSO 5 has been designed from its conception to

recognise four digit years. The ability of AGRESSO to

correctly perform Year 2000 functions is, of course,

dependent upon the receipt of correctly processed and

transmitted data from and by all non-AGRESSO pro-

ducts used by the customer in connection with

AGRESSO products. To ensure its software can be

relied upon by its customers, Agresso Group ASA has

conducted extensive tests to verify that all its on line

and server systems will still function on 1 January

2000 and beyond. These tests confirmed that

AGRESSO 5 is a product that is more than capable of

meeting the challenges of the new millennium.

THE EURO

AGRESSO is a multi-currency system and is used by

companies who will trade and report in Euros, as well

as companies within the EMU-area that will have Euro

as their base-currency. Agresso has developed a solu-

tion that conforms to the new EU regulations, and

offers flexibility and backwards-compatibility. The

solution chosen also satisfies the recommendations of

THE AGRESSO SOFTWARE

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PAGE

37

the British Accountancy Software Developers Associa-

tion (BASDA), a leading authority on the Euro and its

implications for financial systems.

THREE-TIER ARCHITECTURE

AND SECURITY

A new module, AGRESSO Connectivity Objects, offers

an alternative security mechanism for connecting an

AGRESSO Client to the Database Server. This provides

very real benefits to customers where security

of data on the network is a serious concern.

CENTRAL CLIENT CONFIGURATION

It is now possible to distribute the AGRESSO icon by

e-mail and this enables users to run AGRESSO from a

fileserver without the need to install or configure any

AGRESSO or database software on the their PCs. This

facility dramatically reduces the total cost of owners-

hip by simplifying both initial installation and on-going

maintenance of software releases.

WEB COMPATIBILITY

AGRESSO 5 is now integrated with the Web which

can be accessed from within AGRESSO. Enquiries and

reports ca be created directly in HTML format from

within AGRESSO, and these can be accessed via a

web browser. There is a new module for Web entry of

timesheets that enables users to enter their timeshe-

ets over a corporate Intranet, Extranet or the Internet.

E-MAIL

One of AGRESSO 5’s central qualities is its integration

with electronic mail. Information on the screen can be

sent to other users from all functions in AGRESSO 5.

In a number of places, e-mail addresses can be specified

in order to notify a specific user that a particular event

has occurred, such as a critical system error, or that a

report ordered by the report scheduler has been run.

Another important e-mail innovation in 1998 is the

introduction of AGRESSO Broadcaster. This module is

primarily aimed at facilitating the integration of

AGRESSO and third party applications but it also

allows e-mail alerts to be configured to the customer’s

requirements.

REPORTING AND ANALYSIS

One of the most powerful features of AGRESSO is the

integrated “information warehouse” which provides

powerful and efficient multi-dimensional analysis and

reports. Information from sources outside AGRESSO’s

database can also be stored in the application and be

analysed together with AGRESSO’s own data.

The introduction of the ’Trees’ feature has improved

the run-time performance of enquiries in AGRESSO

Browser. It also provides an easy-to-use tool for crea-

ting reports tailored to individual reporting needs. Trees

enable enquiry structures to be graphically displayed.

THE AGRESSO SOFTWARE

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38

1998 saw the introduction of AGRESSO Excelerator, a

Report Writer primarily aimed at producing month-end

management reports from AGRESSO. It achieves this

by automatically downloading data from the AGRESSO

database into Microsoft EXCEL which is used to for-

mat and present the information thus adding to the

options that a manager has for information presen-

tation.

PRINTING

AGRESSO’s improved printing functionality allows the

user to produce reports locally on printers connected

directly to the user’s workstation. This gives the user

full control over the print process, while greatly redu-

cing the amount of administration, error detection and

configuration that printing from a central server often

has a tendency to generate.

ACTIVEX IN AGRESSO 5

ActiveX in AGRESSO 5 is a facility that allows distribu-

tors/customers to link their own program code

(user exits) to AGRESSO in order to meet special

requirements. It gives customers greater flexibility for

adapting the functionality to the user’s solution

requirements without having to compromise the

advantages of the standard package. It does this in a

far safer and more maintenance-free way than the

traditional re-writing of the source code via the

supplier’s own development tools.

TECHNOLOGY

AGRESSO 5 is a full 32-bit application throughout and

has been optimised for use on Windows 98 and

Windows NT 4. The use of 32-bit technology has

allowed the performance of all the server processes to

be optimised, enabling significantly larger volumes of

data to be processed. AGRESSO Service Manager

enables the administration of the servers, which are

implemented as Windows NT Services. Parallel

processing, several simultaneous job queues and the

time control of jobs ensures a high rate of efficiency

and good control. A central security server protects the

database from all attempts at unauthorised access.

It can also monitor and report on all the activities at

each individual workstation. AGRESSO can use most

relational databases and can be run with Windows NT

and a wide range of UNIX platforms. The client

programs have been developed in C++ and the server

programs in C.

THE AGRESSO SOFTWARE

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The Aker Maritime group is about to implement

AGRESSO version 5 in all its companies. The group’s

experience has been that it is relatively simple to start

using AGRESSO – the admission ticket is reasonable.

With this system, the divisions between the function

areas disappear and decision-making can be

decentralised.

Aker Maritime is one of the largest engineering and

manufacturing companies in the North Sea oil/-

offshore industry, with approximately 8,000 permanent

employees and several thousand contract workers.

Its operations, which are geographically widespread,

involve great distances and companies of various

sizes, from 200 up to 3-4,000 employees (including

contract workers). Some of the companies have used

different administrative systems, and even those with

the same finance system used different versions, local

adaptations and code structures. In order to

standardise the system and working methods

throughout the group, the corporate management

decided to introduce AGRESSO 5 as a common

standard administrative system for all the companies.

E x p e r i e n c e o f i n t r o d u c i n g n e w a d m i n i s t r a t i v ei n f o r m a t i o n s y s t e m s i n A k e r M a r i t i m e

PAGE

40

AGRESSO was one of the few systems that allowed

Aker to carry out a scaleable implementation with a

high degree of functionality for both the smallest and

largest companies. Agresso also took care of

Aker Maritime’s special requirements by entering into

a development cooperation agreement with Aker

regarding solutions for the fields of Resources/Rota-

tion, Absenteeism and Human Resources/Expertise.

The field of Resources/Rotation was particularly

important, since this provides efficient resource mana-

gement both internally and on the part of external sup-

pliers on several parallel projects. Agresso undertook

to ensure that the solutions would be part of the stan-

dard AGRESSO.

AKER STORD AS A PILOT COMPANY

Aker Stord, with its 2,000 employees and 2-3,000

contract workers hired for projects, was chosen to be

the pilot company for the newly developed modules.

The plan was for the expertise on and structure of the

systems that Aker Stord developed based on version 5

to be gradually implemented in the other companies.

Aker Stord has a very complex, demanding structure

for an administrative system, owing to its large

projects, with subcontracts, contract workers,

time-sheets, resource allocation, special wage

routines, and settlement of accounts with its

AKER MARITIME

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AKER MARITIME

subsidiaries, etc. «Many people completely under-

estimate the amount of work involved in introducing

new administrative systems, and think they just have

to push a button,» says Terje Framnes. «With our

complex structure, we did not expect to see a full

effect on the entire organisation for one to two years,

and actually it took even longer.»

The parties cooperated closely on further developing

the new modules. The Resources/Rotation module, for

example, is now being tested by Aker Maritim, and is

expected to be operational this spring.

EXPERIENCE

«In general, we see that information can be decentra-

lised and more responsibility be delegated down the

line,» says Terje Framnes. «We’ve also already

recognised the potential in providing office

workers/managers with improved data as the basis for

their work. With the help of AGRESSO’s query and

analytical tools, the decision-making processes have

been made more efficient.»

Aker Stord’s experience of being a pilot project is that

it is relatively easy to start using AGRESSO – the

admission ticket is reasonable. The system is

functional, while still having a relatively low user

threshold. «We’ve also been able to create an

organisation with a flatter structure and allow the

individual a greater opportunity to use and develop his

or her expertise. With AGRESSO, we can decentralise

decision-making,» says Terje Framnes.

The Nordic region •

In the Nordic region, Agresso Group ASA has

subsidiaries in Sweden and Norway. The

Norwegian subsidiary services the entire Nordic

market apart from Sweden. Ergosoft also operates

in Norway, focusing on the SMB (Small and

Medium-sized Businesses) market. Agresso also

has important vertical partners, such as IBM for the

local-authority market in Norway, and Posten SDS

and ESV – Ekonomistyringsverket, which sell,

implement and provide support within the central

government market in Norway and Sweden

respectively. Agresso has 165 employees outside

the parent company in its Nordic organisation.

PAGE

41

1995 1996 1997 19980

50

100

150

200

250

300

350

400

Number of employees Nordic (incl. Agresso Group)

7399

145

357

1995 1996 1997 19980

50

100

150

200

250

300

4470

86

260

Nordic revenue

MNOK

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Midlands Co-operative Society, with a revenue of

£600 million and more than 7,500 employees is a

leading retail force throughout the Midlands region.It

incorporates a diverse array of retail business ranging

from food and department stores to Dairy, Travel and

Funeral services.

A CLEAR WINNER

As a result of a merger in 1995, Midlands Co-operative

Society was faced with an opportunity to review its core

business and accounting function, take a close look at

the capabilities of its existing systems and evaluate the

likely future requirements of the new Society.

David Matson, Chief Accountant at Midlands Co-ope-

rative Society was tasked with managing this review

process: - Charged with selecting a new system, we

began our search via a number of sources including

trade fairs, seminars and exhibitions. As a result, we

approached 10 vendors via the ‘BASDA Request For

Information’ (RFI) process and developed a short-list of

three solutions for detailed evaluation. On completing

this exercise, Agresso emerged as the clear winner,

explains Matson.

HIGH SCORE ON ALL REQUIREMENTS

- In addition to having the best product fit for our

organisation structure, continues Matson, AGRESSO

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also offered the greatest flexibility and ability to adapt

to our changing business requirements. Furthermore

AGRESSO offered strong functionality within a user-

friendly Windows driven format, and could deliver our

desired level of access to management information.

Equally important, recalls Matson, was that the

Agresso organisation was able to deliver the solution

within an efficient implementation time frame.

Midlands Co-operative Society selected the main

modules from the core AGRESSO product incorpo-

rating General Ledger, Accounts Receivable, Accounts

Payable and Purchase Order processing. In addition,

Agresso provided consultancy, training and bespoke

programming where required.

YEAR 2000 COMPLIANCY – AND MORE

Midlands Co-operative Society went live with the first

wave of its AGRESSO solution in October 1998 follo-

wing a successful implementation time frame of just 6

months. As a result, the Society has not only addres-

sed its Year 2000 compliancy issues but has also

managed to maintain its normal accounting timetable

for the financial year despite the implementation.

AGRESSO has already enabled Midlands Co-operative

Society to achieve a number of its objectives as

David Matson explains: - Our first priority was to reach

the level of accounting stability and efficiency

achieved with our previous systems. AGRESSO has

already enabled us to achieve this objective and is

delivering returns on investment in the form of increa-

sed efficiency, greater speed of processing, access to

information, reduced cost of operation and flexibility

of data manipulation.

IMPROVED RELEVANCE OF INFORMATION

- Our next goals, Matson continues, are to realise the

potential of improving the quality of management

information relating to our business and to improve

administrative processes.

Midlands Co-operative Society will continue to

develop its corporate accounting solution into 1999

with the complete integration of additional modules

from AGRESSO.

- We have been very pleased with our selection of

AGRESSO to date, concludes David Matson. We have

been particularly impressed with the helpful and

professional nature of Agresso as an organisation.

The selection of a new corporate accounting solution

marks an important investment for The Midlands

Co-operative Society and we are pleased to be partne-

ring with an organisation like Agresso as we approach

the next millennium.

M i d l a n d s C o - o p e r a t i v e S o c i e t y

MIDLANDS CO-OPERATIVE SOCIETY

PAGE

43

The UK •

Agresso Group ASA’s British subsidi-

ary, Agresso Ltd, is located in Bristol.

A number of consultants also work

from home offices spread around vari-

ous parts of the UK. Agresso Ltd ente-

red into a cooperation agreement with

PriceWaterhouseCoopers (PwC) in

1998, under which PwC is to imple-

ment AGRESSO with Agresso custo-

mers in accordance with Agresso’s

standard implementation methodo-

logy, AIM. Both Agresso’s revenues

and number of customers have risen

sharply in the UK. The company has

also become very well known as a

supplier within its field. In addition to

direct sales, Frazer Williams and Men-

tec are full-scale partners that sell and

implement Agresso in the UK and Ire-

land. At the end of 1998, the company

had 108 employees in the UK.

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Jean-Marie Hubert, Cash Manager at Honeywell’s

Co-ordination Centre in Belgium, has improved the

productivity of his department by using the Concept

Agresso Trésorerie Manager software in various

interface combinations.

Honeywell’s Co-ordination Centre is responsible for

cash management for around forty companies in

Europe, the Middle East and South Africa. The staff

manage month end inter-company finance in their

European, Asian and American subsidiaries. On request

from the subsidiaries and on the basis of a monthly

cash flow forecast, they invest any surplus or arrange

external loans. Additionally, Honeywell’s Co-ordination

Centre takes care of foreign exchange rate cover for

Europe and currency netting for the whole group.

GOODBYE SPREADSHEETS

- Until 1997, our cash flow reporting was done via various

spreadsheets, says Jean-Marie Hubert, Cash Manager at

Honeywell’s Co-ordination Centre. Each user created his

own files. We wanted to replace all these with a single

tool. We looked at half a dozen systems. Two of these

met our criteria very well: The Concept Agresso Trésorerie

Manager and an American software package. What made

the difference was Concept Agresso’s Brussels presence.

Their proximity guaranteed much easier maintenance.

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INTEGRATION DELIVERS THE BENEFIT

The benefit of a cash management system is of course

highly dependent of its integration with other systems.

Jean-Marie Hubert explains: - Upstream, the

Trésorerie Manager from Concept Agresso retrieves

information on rates from Reuters, and daily account

summaries issued by four banks, which are subject to

automatic verification. Downstream, it communicates

with our accounting system.

In the future, Honeywell plans to interface the Concept

Agresso Trésorerie Manager with their Accounts

Receivables in the accounting software. This way they

will handle around 800 transactions per year related to

exchange rate gains and losses on those operations

carried out on behalf of subsidiaries. They are also

looking at direct retrieval of the information on

exchange contracts instead of having to re-input it.

Finally they will be able to handle inter-company loans

in the form of cash advances rather than using bills,

allowing the Trésorerie Manager to calculate monthly

account statements and interest.

– FREES UP TIME FOR MORE

INTERESTING TASKS

The introduction of Concept Agresso’s Trésorerie

Manager package has resulted in a substantial

increase in cash management productivity in

Honeywell: - My team consists of only three people

and only three of our subsidiaries have their own Cash

Manager. Given the size of the task, we need highly

effective tools. The introduction of the Trésorerie

Manager has enabled us to rethink our procedures and

to simplify our solutions. On the accounting interface

alone, for example, we have saved almost 5 working

days a year. By increasing the productivity of the

department further, we can allocate more time to the

more interesting tasks, concludes Jean-Marie Hubert.

Continental Europe •

Agresso Group ASA acquired Concept SA in Octo-

ber 1998. The takeover of Concept and its approxi-

mately 350 employees resulted in a strong expan-

sion of the group’s French operations. In order to

capitalise on Concept’s strong position in the French

market, the company will, until further notice, ope-

rate under the name of Concept Agresso. Concept

Agresso has several branch offices in France and

subsidiaries in Spain, Italy and Belgium. Germany

was also put on the Agresso map in 1998 through

the acquisition of It Infotechnik GmbH, whose head

office is in Munich.

P r o d u c t i v e c a s h m a n a g e m e n t a t H o n e y w e l l

HONEYWELL

PAGE

45

1995 1996 1997 19980

50

100

150

200

250

300

350

400

450

4 10

411

Number of employees Continental Europe

1995 1996 1997 19980

1 3

141

20

40

60

80

100

120

140

160

Continental Europe revenue

MNOK

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Alberta Vocational College – Edmonton, Canada

annually attracts some 4,000 students seeking to

upgrade their education and skills in order to enter

advanced training and the work force. Recently, when

the College evolved to being a publicly owned college,

administrators saw the opportunity to break free of

government bureaucracy and implement some new

measures. According to Vern Dery, Vice President

Administrative Services, one essential advancement

was a brand new financial management system.

Previously the college had to rely on the government’s

financial information systems, whether or not they did

the job. - And let us put it this way, says Dery, they

were not doing what this College needed them to do.

POTENTIAL FOR CHANGE AND GROWTH

After an in-depth analysis, the College chose

AGRESSO: - It offered a good fit in terms of our

specific needs, explains Dery. But more than that, the

College was impressed with the system’s potential for

change and growth: - We saw its ability to move with

the organization.” And that, says Dery, was vital.

Because we’re an evolving organization, we needed

both functionality and flexibility. AGRESSO offered

both.

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EXCELLENT IMPLEMENTATION SUPPORT

The next step was to implement the software and

Dery says the College team knew that would be a

challenge. But Dery found the Agresso consultants’

support to be excellent. - We relied on them through-

out the implementation. They were really very good.

And they helped us learn a lot about the implemen-

tation of a system – any system. With Agresso now

up and running, Dery says he and his team are impres-

sed by the software’s user interface. With Agresso you

do not require a lot of high tech support to maintain

the system – we have “super-users” that manage that

function. They decide on the structure. They customize

the system. Trained users can simply log on and go.

INFORMATION FOR INSIGHT

According to Dery, Agresso is already turning things

around. We are creating standard reports for mana-

gers where they have never had them before. But that

is just the beginning. First we want them to see the

reports – and the type of information that is available.

Eventually we will sit them down in front of a compu-

ter and ask them what they want to see. At whatever

level they want.

NOT JUST A PRETTY FACE

- One of the most telling things for me, says Dery, is

the change in our Finance department. Two months

into implementation they were four weeks behind in

processing. Now, five months into implementation,

they’re virtually caught up and able to focus their

energy on other improvements. But what most

impresses Dery is Agresso’s flexibility. A lot of the

other systems – legacy systems – had a front end but

didn’t offer a lot of flexibility. Agresso is not just a

pretty face. It really has some intelligence behind it.

North America •

In 1998, Agresso significantly strengthened its

position in North America by acquiring 82 per cent

of Canada’s Visionary Solutions Corp. Following this

takeover, the company has changed its name to

Agresso Corporation. Agresso’s US subsidiary,

Agresso Corp. in California, has also expanded its

operations significantly in 1998. In Canada, the

group has offices in Victoria, Vancouver and Cal-

gary. At the year-end 1998, Agresso had 79 employ-

ees in North America,

17 of whom were in California. The companies

share their resources extensively.

A l b e r t a V o c a t i o n a l C o l l e g e C h o o s e s A g r e s s o t o H a n d l e T h e i r F i n a n c i a l M a n a g e m e n t N e e d s

HØYSKOLEN I CANADA

PAGE

47

1995 1996 1997 19980

10

20

30

40

50

60

70

80

510

79

Number of employees North America

1995 1996 1997 19980

5

10

15

20

25

30

35

40

6

40

North America revenue

MNOK

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Agresso Group ASA

P.O. Box 4244 Torshov

0401 Oslo

Tel: +47 22 58 85 00

Fax: +47 22 95 21 50

Agresso AS, Norway

P.O. Box 4244 Torshov

0401 Oslo

Tel: +47 22 58 85 00

Fax: +47 22 95 21 50

Agresso Corporation, Canada

13775 Commerce Parkway

Suite 280

Richmond, BC V6V 2V4

Canada

Tel: +1 604 232 3700

Toll-Free: +1-800 660 9633

Fax: +1 604 232 3740

Agresso Corp., Inc., USA

2440 West El Camino Real, Suite 510

Mountain View, CA 94040-1400

Tel: +1 650 426 6000

Fax: +1 650 426 6060

Agresso Ltd., UK

St. George’s Hall, Easton-in-Gordano

BRISTOL BS 20 0PX

Tel: +44 1275 377200

Fax: +44 1275 377201

Agresso GmbH

Frankfurter Ring 209

80807 Munich

Tel: +49 89 3236 300

Fax: +49 89 3236 3099

Agresso AB, Sweden

Drottninggatan 55

S-111 21 Stockholm

Tel: +46 8 440 41 40

Fax: +46 8 440 41 50

Concept Agresso SA, France

52 rue Marcel Dassault

92514 Boulogne Billancourt cedex

Tel: +33 1 460 930 00

Fax: +33 1 460 930 05

Datorisering AB, Sweden

P.O. Box 701

18217 Danderyd

Tel: +46 8 753 72 00

Fax: +46 8 753 65 39

Agresso Belgium

Louise Avenue 149

P. O. Box 32, 1050 Brussels

Tel: +32 2 543 06 10

Fax: +32 2 543 06 49

Agresso Italy

Via Chiosetto 18

20122 Milano

Tel: +39 277 39 41

Fax: +39 276 00 94 84

Agresso Spain

Plaza Pablo Ruiz Picasso s/n

Edifico Torre Picasso, Pl. 17

28020 Madrid

Tel: +34 91 556 60 56

Fax: +34 91 556 82 83

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Agresso Group ASA

Nydalsveien 36

Postboks 4244 Torshov

0401 Oslo

Phone: +47 22 58 85 00

Fax: +47 22 95 21 50

http://www.agresso.com

Illustrations: Liv Andrea Mosdøl

Photograph: Liv Andrea Mosdøl and Nils Johannsen

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Agresso

• Table of Contents

• Overview

• Summary 1998

• Key figures

• Report of the Board of Directors

• Income Statement

• Balance Sheet

• Cash Flow Analysis

• Notes

• Shareholders Policy

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