Netcompany Group A/S (CPH:NETC)
Denmark flag Denmark · Delayed Price · Currency is DKK
324.20
-15.20 (-4.48%)
May 13, 2026, 4:59 PM CET
← View all transcripts

AGM 2025

Mar 4, 2025

Bo Rygaard
Chairman of the Board, Netcompany

On behalf of the Board of Directors and Executive Management, I'm pleased to welcome you to Netcompany's annual general meeting 2025. I would like to thank our shareholders for your attendance and also support of our group. Today, the Board of Directors is represented by myself as Chair, and the Executive Management is represented by our CEO, André Rogaczewski, and our CFO, Thomas Johansen. During 2024, we started to see a material impact from our go-to-market strategy, which we initiated in 2023. Despite a business environment that continued to be both uncertain and challenging, we delivered growth and margin in line with our guidance given at the very beginning of the year. We also established a new leadership team to ensure that we continue to grow into an integrated European-based IT service company.

The products and platforms we offer, whether it's self-developed or co-owned, have given us an important role with both existing and new clients. The result delivered in 2024 would not have been possible without the foundation of our business, namely the more than 8,250 employees whose passion and commitment are at the very root of Netcompany's success. At the close of 2024, Netcompany had approximately 29,000 registered shareholders, and the share price increased by more than 50% over the year. Furthermore, we initiated share buybacks of DKK 800 million during the year, which was significantly above our initial expectations at the start of the year. Attorney at law, Christian Kølby, has been appointed Chairman of this general meeting by the Board of Directors in accordance with Section 715 of Netcompany's Articles of Association.

I will now pass the word to Christian to ensure that all rules and regulations are complied with in connection with the conduction of this general meeting. A warm welcome to you, Christian.

Christian Kølby
Meeting Chairman, Netcompany

Thank you very much, Bo, and thank you for the appointment. It's a real pleasure to be here. My first task is to establish that the meeting is legal, and I can do that quite quickly by establishing that the meeting has been called pursuant to NASDAQ rules. It takes place in English in accordance with Article 712 of the Articles of Association. You can submit your questions on the chat function both in Danish and in English. I can also establish that on the 31st of January, we have the notice sent out, and on the same day, a notice was sent to all shareholders registered in the register of shareholders who had requested a notice. Also, the notice was transmitted through Netcompany's depository bank, Danske Bank, in accordance with the shareholder rights directive.

In my opinion, prior to the meeting, I have established that the notice is in compliance with the Articles of Association and Danish statutory provisions, and all relevant documents have been made available via the company's website. I can also inform you that today we have 62.25% of the voting share capital represented. In my opinion, the meeting is legal and competent in any or all respects, and if nobody objects, we will announce the meeting as such. We are duly convened and form a quorum. If you wish to participate in the meeting, please use the system, the electronic system. I will not take you through the rules of those. That is all included in the notice, and I'm sure you are familiar with that.

In line with previous years, a vote will be conducted for each proposal of the agenda, and the voting will occur on your screen through use of the general meeting solution, as stated in the notice. The voting mechanism, as I said, will appear, and it's very intuitive, so I'm sure you can work it out without me taking you through all the formalities of that. Please use the question function by clicking on Q&A, the chat box, if you want to ask a question or you want to provide a comment during the meeting. It can be done, as I said before, both in Danish and English. For good measure, your name will be recorded and shown both on the webcast and in the general meeting minutes.

If the press should have any comments or questions, they are kindly referred to Netcompany's press contact information as found on the website. The agenda of this year's annual meeting is in accordance with Section 714 of the Articles of Association, and they appear on the screen. We will start by 1, 2, and 3 on the agenda together, as we normally do here in Netcompany. Therefore, I will pass the word on to CEO André Rogaczewski and CFO Thomas Johansen to give the report on the company's activities in 2024. Again, there will be an opportunity to use the chat function after that presentation of one through three. André, the word is yours.

André Rogaczewski
Co-founder and CEO, Netcompany

Thank you, Christian, and thank you, Chairman. There's no doubt that Netcompany's strategy is a European one. We will create a digital foundation using responsible digitization to establish strong and sovereign EU nations and EU for Europe to be standing on its own feet digitally. We'll do it by enforcing values like democracy, justice, transparency using digital means, creating social security and safety, but maybe most importantly, also establishing a high sense of urgency and competitiveness on our continent. We'll do it simply by implementing solutions one by the other, implementing concrete, tangible, practical solutions that we can guarantee are working in production in our countries, in our businesses, and in our governments. We'll also do it in a solid and robust way and create a swift rollout across the continent of what we know best.

Our humble ambition is to be the leader of digital transformation in Europe and be a trustworthy partner both to large enterprises and to governments. That is simply our statement and our purpose, our mission and vision of the company. How are we going to do that exactly? We have two major ways forward. One is our products and co-owned products, and the other one is our platforms. With our products, we come into the market with very, very concrete solutions. There is no doubt that with tax and customs, we already have a very solid platform on the European continent. We are also establishing products and promoting products now that we co-own with other partners like Cristin Finance on the life and pensions area and also with Smarter Airports, digitizing airports and the entire transportation industry.

The latter is also to create digital twins of critical infrastructure in Europe. By digitizing both physical and logical things in Europe, we will be able to optimize the usage both of energy, but also optimize our behavior and become stronger as a continent. Furthermore, we acquired SDC to create yet another product within the finance sector, which is also extremely important for Europe. The second way of entering the European market is by using our platforms. These are not as standardized as we see it with the products, but however, they're very flexible. They can be used as a foundation for building solutions really fast and at least getting that level of standardization that is needed in order to create reliable and fast solutions into production. Our four platforms are named Pulse, that's the digital twin platform, Amplio.

That is to do with case management and administrative systems where we need to create new modern systems that replace the old legacy stack within so many countries and governments and companies in Europe. Finally, we also have the AMI platform used for GDPR-compliant and secure communications. On top of that, we have our AI platform, Easly AI. Here we will take measures like generative AI into concrete foundations for systems where we will be using AI to create even more productivity and more efficiency in our administrations across European countries. Looking into Netcompany at a glance, I'm happy to say that we have reached more than 8,000 employees, and we are now present in 14 offices across the European continent. The company is going strong, and with our product and platform approach, the future looks very interesting.

Having that said, I'll turn to our CFO, Thomas Johansen, to give us more details on the financials.

Thomas Johansen
CFO, Netcompany

Thank you for that, André. In 2024, we grew revenue by 7.6% in reported currencies and 7.4% in constant currencies, in line with guidance given at the beginning of the year. Gross profit in 2024 increased by 11.9%, yielding a gross margin of 29.1% compared to 28% last year. The improvement in gross profit was a result of improvement in all regions apart from the U.K. Adjusted EBITDA increased by 21.8% to DKK 1.1 billion in 2024, yielding an adjusted EBITDA margin of 16.8% in reported currencies and 16.9% in constant currencies, also in line with guidance given at the beginning of the year. Amortization amounted to DKK 116.3 million in 2024 compared to DKK 133.2 million in 2023. Net financials were negative with DKK 145 million compared to negative DKK 138 million in 2023.

Net profit after tax was DKK 467.5 million compared to DKK 304 million in 2023, constituting an increase of 53.8%. Revenue growth of 7.4% in constant currencies was driven by the ongoing recovery in the Danish part of the group and supported by growth in Netcompany-Intrasoft in Norway and the Netherlands. Revenue growth in the Danish business unit was 7.6% and mainly driven by an increase in the public segment. Netcompany-Intrasoft, the Netherlands and Norway grew revenue by 10.4%, 34.4%, and 5.9% respectively, all three markets driven by strong performance in the public segment during the year. Revenue growth for the group was slightly offset by performance in the U.K., where the public segment was negatively impacted by a slower than anticipated ramp-up on large strategic projects following the standstill of the public spending following the general election in July 2024.

Adjusted EBITDA margin before allocation of central headquarter costs increased 2.2 percentage points to 17.7% in 2024 compared to 15.5% in 2023. The increase in adjusted EBITDA margin was driven by improved utilization in Denmark, in Netcompany Intrasoft, in the Netherlands, and in Norway. The continued focus on margin expanding activities throughout the group has led to administrative costs not to increase in monetary terms despite a 7.6% growth in revenue, meaning that we are beginning to see real economics of scale within the group. The increase in margin was in line with our expectations and is an important step towards our target of 20% EBITDA margin by 2026, as previously communicated. For the year, we generated our best-ever free cash flow of DKK 821 million, yielding a cash conversion ratio of 147.1% compared to a cash conversion ratio of 135% in 2023.

We ended the year with DKK 251 million of cash, and our leverage came down to 1.2 times, giving us a strong balance sheet momentum going into 2025. Looking back at 2024, our go-to-market strategy and our increased focus on becoming a strategic partner within specific verticals for business-critical IT solutions started to pay off in a market that continued to be challenged and uncertain. Despite the challenging market conditions, we grew revenue in line with our financial guidance for the year at 7.4%. Growth was driven by the ongoing recovery in the Danish part of the group and supported by Netcompany Intrasoft, where particularly the EU and the public segment delivered significant growth. Also, Netherlands and Norway delivered growth. In addition to delivering revenue growth in line with guidance, we also delivered margin within our guidance as adjusted EBITDA margin ended at 16.9% compared to 15% in 2023.

For 2025, we expect to keep growing and to keep improving our margins. We look into 2025 with continued high uncertainty when it comes to both macroeconomic measures and geopolitic topics, but we also see interesting opportunities based on our go-to-market strategy and our leading product and platforms. Hence, on balance, we expect to grow revenue by between 5% and 10% in 2025. In terms of profitability, we expect to deliver an adjusted EBITDA margin of between 16% and 19% in 2025. With that, I'll hand it back to our Chairman, Bo Rygaard. Thank you, André, and thank you, Thomas. Corporate governance and sustainability are very important areas for Netcompany as a group, and we embrace our responsibility as drivers of digitalization by considering its impact on businesses and societies.

We fully comply with all 40 recommendations of the Danish recommendations on corporate governance and report on our compliance using the comply or explain principle. This is done with the aim of encouraging transparency and effective stakeholder dialogue. The Board continues to evaluate our corporate governance in the light of the Danish corporate governance recommendations and use them as guidelines for the continued management of Netcompany Group. An annual evaluation of the Board was conducted in Q4 2024. The Board of Directors engaged external advisors in the annual evaluation. The evaluation highlighted that the Board was well-functioning in its practice, with structured and open discussions, had high-quality material, and was diverse in terms of competencies and personality. The Board concluded that it works efficiently and that relevant competencies are present. Furthermore, there is a wide satisfaction with the cooperation between the Board and the executive management.

2024 was the first year where Netcompany reported fully in line with the CSRD. We embrace and fully support the CSRD reporting, not only out of obligation, but because we truly believe it is the right and responsible thing to do for us as a responsible company. This year, we focused on identifying material sustainability matters across our organization and collecting the necessary data to analyze and report within these areas. As part of our sustainability efforts, we want to decrease our negative climate impact, continue to uphold our social commitments to the people of the group, and continue to be dedicated to strong ethical values across our organization. We continuously monitor Netcompany's environmental impact with the purpose of reducing our negative impact concurrently with Netcompany's continued growth. In 2024, we reached a total renewable energy share of 55.6%, an increase of 8.4 percentage points compared to 2023.

Our social ambitions and especially diversity continue to be an important factor for Netcompany throughout the company as the people of Netcompany are our primary resource. In Netcompany, we celebrate and encourage a broad definition of diversity as ensured by our diversity, equity, and inclusion policy. In 2024, we reached a total share of women of 27.8% throughout the group, and at the managerial level, we reached a total share amount of 18.9%. Next slide, please. The Board of Directors had an equal distribution of genders in 2024 and continues to strive for an equal distribution. Our committed board ensured 100% attendance at both board meetings as well as committee meetings during 2024. All members of the Board of Directors are considered as independent in line with our corporate governance guidelines.

For further information on our sustainability, please have a look at our annual report 2024, where you can see it much more in detail. With these words, I will hand over the word to the Chairman of the meeting, Christian Kølby.

Christian Kølby
Meeting Chairman, Netcompany

Thank you very much. The board and the management are pleased to take comments over the chat function at any time. While we say that, I can inform you that we have received two questions from Danske Aktionærforening prior to the annual general meeting, and I will read the two questions first and then let Thomas Johansen answer afterwards. The first question reads as follows: What actions are you taking to increase your growth profit per full-time employee? For instance, investments in AI, automation, and other actions to remain competitive and profitable going forward. The second question reads as follows: Do you see any risk of a decrease in revenue from the public segment in the coming years? If yes, what actions are you taking to protect your overall revenue stream going forward? Thomas, the word is yours.

Thomas Johansen
CFO, Netcompany

Thank you, Christian, and thank you for the questions to Danske Aktionærforening. Regarding the first question, in Netcompany, we continuously focus on our profitability also in terms of gross profit. This focus resulted in an increase in gross profit of close to 12% in 2024, despite a lower revenue growth of 7.6%. This was a result of increased utilization and improved ways of delivering projects, for instance, through the use of artificial intelligence. Now, the use of AI is still in its early phase, but it is an area that we continue to focus on to make sure that we remain competitive and profitable going forward. We will also focus on continued improvement of our delivery efficiency, and in that capacity, the usage of products and platforms will be an important factor to achieve this.

Regarding the second question, the risk of decrease in revenue of public segment coming in the coming years, we actually see a continued focus on the need for digitalization within the public sectors in the markets that we are present in today. When that is said, we also aim to increase our market share within the private segment, for instance, within the vertical of financial services, where we earlier this year, as André alluded to, announced a transaction with SDC, which will increase our presence within this specific vertical and give us greater exposure to the private segment. Thank you.

Christian Kølby
Meeting Chairman, Netcompany

Thank you very much, Thomas Johansen, for the responses. Meanwhile, I have been looking at the screen to see if any of the shareholders would have a comment or a question, which does not appear to be the case. I think we can move to the voting, and the voting is open for 60 seconds. In that period, you can get your vote done, and you will have a check mark on your screen when you have done it correctly. The voting will be on item two and three, the accounts and the profit allocation, and you can vote for clicking all four if you want to approve both at the same time or vote manually. We will begin the voting now. Thank you.

The voting is concluded, and I can establish on this basis that the Board of Directors' report on Netcompany's activities in 2024 is acknowledged by the meeting, also that the audited annual report for 2024 is approved by the meeting, and that the proposal on the distribution of the previous year's profit is approved by the general meeting. Thank you very much for that. We will proceed to item four regarding presentation of an advisory vote on the remuneration report for 2024, and I will give the word to Bo Rygaard.

Bo Rygaard
Chairman of the Board, Netcompany

Thank you. Netcompany's remuneration report 2024 has been audited by Netcompany's auditor, EY, and is in line with both Danish and international corporate governance guidelines. The current remuneration package for the Board of Directors was raised for the first time at the annual general meeting in 2022. The remuneration is in line with the material points in our remuneration policy. The key points of the policy are fixed remuneration, market-based salary level, and a clear link to creation and maximization of shareholder value. The remuneration elements for the Board of Directors consist of fixed fees for their work on the board and in the committees. The remuneration to the executive management is a mix of fixed salary benefits and both short and long-term incentives, which consist of both cash and shares.

The total remuneration for the executive management has decreased overall, mainly due to the extraordinary matching shares program, which was granted in 2023. The remuneration of the Board of Directors and executive management has been described in detail in our remuneration report for 2024. With these words, I will once again hand the word over to the chairman of the meeting, Christian.

Christian Kølby
Meeting Chairman, Netcompany

Thanks. The proposal here is that the remuneration report for 2024 be approved in the advisory vote, and we will start the voting, and you have to bear with us for another 60 seconds. We start the voting now. Thank you. Yeah, we are back live with the result, and I can establish that the remuneration report for 2024 has been approved in the advisory voting, and on that basis, we can proceed to agenda item five regarding approval of the Board of Directors' remuneration for the current financial year. Again, it will be presented by the Chairman, Bo Rygaard. Here you are. Thank you.

Bo Rygaard
Chairman of the Board, Netcompany

The board of directors proposes that the general meeting approves the remuneration for the board of directors for the financial year 2025. The board of directors proposes to increase the base fee received by members of the board of directors. The proposed increase is in line with the general salary inflation and is an increase of 5%. The board proposes the following remuneration level to be approved. Members of the board of directors shall receive a base fee of DKK 472,500. The chair of the board of directors shall receive a fee corresponding to three times the base fee, and the vice chair of the board of directors shall receive a fee corresponding to two times the base fee. Next slide.

Additionally, the board of directors proposes to increase the fees received by the members of the board of directors as compensation for their work during 2024 in the audit committee, remuneration committee, and nomination committee. During 2024, Netcompany had a board and committee remuneration benchmark conducted by Deloitte. The benchmark was based on the Danish C25 index and highlighted that the audit committee fees are in the lower end compared to other companies in the index. Further, the benchmark highlighted that the audit committee is using more time on ESG risks and reporting due to the tasks mandated by the CSRD, as well as cyber risk and internal controls. The board therefore proposes the following remuneration level for the committee work to be approved. Members of the audit committee shall receive an annual committee member fee corresponding to 0.5% of the base fee.

The chair of the audit committee shall receive an annual committee member fee corresponding to one times the base fee. Members, including the chairman of the remuneration and nomination committee, shall receive an annual committee member fee corresponding to 0.25% of the base fee. A few additional notes from my side to the proposed remuneration. The chair and vice chair of the board of directors will not receive any committee member fee for their participation in the remuneration and nomination committee. The members of the board of directors may retain an additional fee for operational tasks carried out on an ad hoc basis outside the scope of the ordinary duties of the board of directors. The board of directors shall approve such tasks and also determine such additional fees.

In addition, the Board of Directors may receive reimbursement of expenses such as travel and accommodation in connection with the board meetings, as well as relevant training. The members of the Board of Directors may be reimbursed for their traveling time with EUR 1,000 per day of traveling. The total fees will be disclosed and approved at the annual general meeting next year. The remuneration of the members of the Board of Directors does not include any incentive-based remuneration. We are pleased to take any questions from the shareholders in relation to our proposal.

Christian Kølby
Meeting Chairman, Netcompany

Thank you, Mr. Chairman. The proposal is to approve the remuneration level to the Board of Directors for 2025 at the general meeting. It does not appear that we have received any comments or questions to this agenda point. On that basis, I will proceed to the voting. Same procedure as last time. Bear with us for a minute. Voting starts now. We are back again, and I can inform you that it is established that the remuneration to the Board of Directors, as outlined in the notice, is approved by the general meeting. On that basis, I will proceed to item six and give the floor to Chairman Bo Rygaard again to present the Board of Directors' proposal in relation to the election of board members.

Bo Rygaard
Chairman of the Board, Netcompany

Thank you. According to Netcompany's Articles of Association, the members of the Board of Directors are elected for a one-year term. All incumbent members stand for re-election. The members up for re-election this year, and as proposed by the Board of Directors, are the following: Juha Christensen, Åsa Risberg, Susan Küchling, Bart Valtérus, and myself, Bo Rygaard. A description of the nominated candidates was included in the notice convening this general meeting. We are also here pleased to take any questions from the shareholders in relation to our proposal.

Christian Kølby
Meeting Chairman, Netcompany

Thanks again. The proposal is, as the Chairman just said, re-election of Bo Rygaard, Juha Christensen, Åsa Risberg, Susan Küchling, and Bart Valtérus as board members. Since no other proposals have been received, we will proceed with the voting now. I'm pleased to say that all board members have been re-elected as proposed. There is total consensus upon this. Therefore, on that basis, we can proceed to item seven on the agenda, which is the election of the auditor. The Board of Directors' recommendation is to re-elect EY, Good Kent Revisions Partnership, in accordance with the Audit Committee's recommendation. As you know, the elected auditor shall take up the role as both Netcompany's financial and sustainability auditor. No other proposals have been received. I will start the 60-second voting now. Thank you. We are back again.

Hardly surprising, I can announce that EY, Godkendt Revisionspartnerselskab, they have been re-elected. Congratulations to that. We proceed to item eight on the agenda, and that is the standard point regarding the authorization to acquire treasury shares. No proposal has been submitted under this point. It's a standard agenda item. The Board of Directors is already authorized until 2 March 2028 to acquire treasury shares. I can relieve you that we will have no voting under this point, but we can proceed directly to item 9 of the agenda, which is in two parts. There is a proposal number 1 under item 9, and that is 9A. There is a proposal to the general meeting to approve the revised remuneration policy.

We have an amendment of section 3521 of the policy to allow for the increased remuneration for the audit committee, which we discussed earlier during agenda item five. As the Chairman already pointed out, the purpose of the proposed change in the remuneration of the chair of the audit committee is to be on par with the remuneration for similar roles in the market and at companies comparable to Netcompany in order for Netcompany to keep and attract the right board profiles. No comments or questions have been received so far under this point. With your permission, we will proceed to the voting directly. Again, the 60 seconds will start now. We are back again with the result, and I can establish that the revised remuneration policy, section 3521, has indeed been approved by the general meeting. Thank you very much for that.

We can proceed to item 9B. That is a proposal to conduct a very small change of the article as a result of a reduction of share capital. As you know, as part of Netcompany's capital allocation strategy, Netcompany has initiated several share buyback programs with reference to the authorization to acquire treasury shares from 2nd March 2023. Some of the treasury shares acquired during the share buyback programs have been used to cover Netcompany's incentive programs. The Board of Directors proposes that parts of the remaining treasury shares be canceled, resulting in the share capital being reduced by treasury shares of a nominal value of DKK 2.5 million. This will result in a reduction of the share capital. It will be DKK 47,500,000. The purpose of this, as I said, is simply to cancel part of Netcompany's portfolio of treasury shares.

According to the administrative practice of the Danish Business Authority, this is comparable to a capital reduction for distribution to shareholders. Just a few numbers: in the period from the 25th of January 2024 until the 25th of January 2025, Netcompany has acquired 2,578,827 shares. These shares were repurchased for a total amount of DKK 799,978,748. That equals an average price of DKK 310.21 rounded per share. That means that in addition to the nominal share capital reduction of DKK 2.5 million, an amount of DKK 773,025,799 will have actually been paid out to Netcompany shareholders. This is a simple amendment of section 41 of the articles of association, and I'm sure it does not come as a surprise. Indeed, no questions or comments on that point. I will start the voting on the small change of the articles now. Thank you.

We are back again, and I'm pleased to inform you that the reduction of the share capital and the small amendment to section 41 of the articles is approved by the general meeting. On that basis, we can proceed to the last point of the agenda, item 10, regarding any other business. We have not had any comments or questions to this part apart from me thanking everyone for a good and orderly meeting. I will certainly give the word back to the Chairman, Bo Rygaard, for last remarks.

Bo Rygaard
Chairman of the Board, Netcompany

Thank you so much, and thank you to you, Christian. I would like to thank the shareholders for a good meeting and also thank you for your participation as well as support to Netcompany Group. I will also take the opportunity to deeply thank all colleagues in Netcompany for their commitment, their dedication, and hard work with a view to fulfill the Netcompany mission, vision, and strategy. Thank you so much.

Powered by