Nordic Technology Group AS

Investor Presentation • Mar 1, 2023

Wavetrain Systems AS

March 2023

Investor Presentation

Market Opportunity Reduce risk at hundreds of thousands of level crossings world-wide

Threat

▪ Risks at rail level crossings

• Many Level crossings are unprotected¹
• Protection of crossers is a growing concern

Solution: Wavetrain Level Crossing Protection (WLXP)

• The WLXP detects and warns of approaching trains
• All equipment at the crossing, simple installation, no service interruption during installation or operation
• Detects trains through acoustic signals
• Sensors on the rail itself
• Continuous operation
• Detected signals digitized for interpretation and activation
• CENELEC SIL4 certified sensors
• Redundancy for reliability, availability, maintainability and safety

Benefits

• Unprecedented speed of installation
• No service interruptions during a typical system installation
• Competitive cost, minimal maintenance, overall certified CENELEC SIL 2/ IEC 61508, sensor CENELEC SIL4

Wavetrain delivers cost-effective risk reduction at level crossings

(1) https://www.unece.org/fileadmin/DAM/trans/doc/2016/sc2/ECE-TRANS-SC2-2016 id05e.pdf

Market Opportunity

Wavetrain Level Crossing Protection (WLXP)

• Around 1.000.000 level crossings world-wide addressable market
• Euro 50 billion
• Only CENELEC SIL2 Certified supplier world-wide
• Growing population leads to increased traffic at level crossings
• Growing population demands growth in rail traffic
• Increased focus on safety at level crossings
• Railway infrastructure owners seek solutions that can increase safety at hundreds of thousands of unprotected crossings world-wide: Network Rail (UK), SNCF RESEAU (FR), Bane NOR (N)

Railway safety is a large and growing market

Market Size and position

Market Drivers

End Client Examples

Products and Applications Wavetrain Level Crossing Protection (WLXP)

• ➢ System to detect trains through sound interpretation of acoustic signals in the rail
  • ➢ Four sensors for a single track, eight sensors for double track
  • ➢ Connected to a single control unit with advanced and proprietary software
  • ➢ Output drives warning measures
• ➢ CENELEC SIL2 certified for nine consecutive generations (EN 50126, EN 50128, EN 50129)
• ➢ IEC 51608 certified for seven consecutive generations
• ➢ Patented in more than 20 countries
• ➢ Warning measures supplied upon request for selected markets (i.e.UK)

• In a conventional system, the warning cycle is initiated as the train reaches a certain place, the strike-in location

• The WLXP does not use any axle counters or other switching devices far from the level crossing
• It does not warn when the train is at a specific location along the tracks
• Instead, it will analyse the sound that the train is inducing into the rails as it is rolling
• The WLXP does not need any distant devices to achieve this
• All system components are at the level crossing

• ➢ Only CENELEC SIL2 Certified supplier world-wide
  • Requirement for roll-out
• ➢ Installation time and resources significantly below competition
• ➢ Installation and maintenance cost significantly below competition
• ➢ No need to stop trains for maintenance or equipment replacement
  • Cost of service interruption during installation/maintenance huge
• ➢ Autonomous, not reliant on costly enterprise interfacing
• ➢ Type Approved UK 2022, operational system 2023
• ➢ No known competitors in this market segment
• ➢ Compliant with UK regulatory requirements
• ➢ Type Approval from the UK to be cross accepted in other markets
  • Reduces time to market significantly

UK, Network Rail, WLXP Status

• NR is in dire need of the WLXP to increase the number of protected level crossings
• NR has patiently been awaiting Wavetrain progress for the much needed system
• Product Type Approval for the WLXP achieved April 2022
• NR integration of the Type Approved WLXP into their own infrastructure for operational use is being finalised by NR, expected Q1 2023
• There are fourteen Routes making up the NR infrastructure. A Route has sole responsibility for a large section of the UK railway. All Route executives meet once a month for updates and information sharing. Wavetrain was invited and presented the WLXP at the monthly meeting in mid-February 2023
  • A rare and privileged opportunity for Wavetrain to reach out to NR stakeholders
  • Building relationships to Route stakeholders is a vital step towards sales
• NR has confirmed the installation of an integrated system for operational use early 2023 in East Midlands, an important milestone for further sales and roll-out
• Wavetrain estimates potential revenue for the UK market to be in the range of NOK 1 billion to 3 billion

Products and Applications Catalogue

Product	Description	Application	Pricing NOK thousand	Gross Margin %
WLXP	Train detection system for level crossings	Rail sector	5001	69%
Broken Rail Detection	Pending	Rail sector

(1) Volume sales will reduce price Certain markets may require 3rd party products addons to the WLXP, i.e. warning measures, off-grid power solutions

• ➢ Selling train detection systems for level crossings, SW & HW
• ➢ In-house development of core safety applications for the railway market
• ➢ Manufacturing and assembly using certified suppliers
• ➢ Local partner or customer to install and maintain according to local requirements

Office Locations

Headquarters are based at Lysaker, Norway. Dormant subsidiaries in UK and Australia Production through certified suppliers

Management Team

Name	Background
Pål Bratlie CEO	■ Joined Wavetrain as CEO in March 2023 ■ Executive Vice President for various divisions in Kongsberg Defence & Aerospace since 2009 ■ Pål has vast experience as an executive leader with an impressive track record in international business. ■ Master of Science in Electrical Engineering, with a focus in microelectronics and safety, from the University of California, Santa Barbara
Håkon Heier Advisor	■ Wavetrain as CEO 2015 - 2023 ■ CEO of Motorola Solutions Norway 2008-2015 ■ 20+ years of international management, engineering and sales in industry ■ Various management positions in Telenor, ProCaptura, Nera, ABB ■ Master of Science from the Norwegian University of Science and Technology (NTNU), 1983
Ørjan Sommerseth CTO	■ Joined Wavetrain in 2014 ■ 20+ years of experience Founder/ Developer of business and technology ■ Extensive experience from the computer science industry ■ Various management positions in Sysdeco, Software Innovation, EVRY ■ Cand. Scient. and Lecturer, The University in Oslo, Information Technology, 1995
Erik Berger CFO	■ Joined Wavetrain in 2015, CEO June-Aug 2015, CFO from January 2017 ■ 20+ years' experience working with early-stage companies both in operational roles and as a PE/VC investor ■ Extensive international practice ■ Engineer Technical Cybernetics, Oslo Metropolitan University 1987 – EUR ING 1992 ■ MBA, EM LYON, France, 1993

NOK million	2013A	2014A	2015A	2016A	2017A	2018A	2019A	2020A	2021A	2022P	2023E	2024E
Revenues	16,6	25,4	0	0,5	0,9	0	0	0	0	1,3	27	65
% growth	-	53%	-	-	80%	100%	-	-	-	-	1985%	140%
EBITDA	1,5	-1,6	-19,9	-13,6	-11,6	-10,4	-14,0	-12,0	-11,6	-15,2	-19,3	0,4
% margin	9%	-6%	-	-2.720%	-1.289%	-	-	-	-	-1.172%	-71%	1%

• Revenue 2013-14 is sales to Network Rail (UK) from first generation, non-certified WLXP
• Revenue 2015-22 is sales of test systems
• CENELEC SIL1 certificate achieved in March 2015 and CENELEC SIL2 in June 2015 from Lloyds Register
• Numbers from the Broken Rail Application not included
• Balance sheet 2022 preliminary in NOK million
  • Total assets: ⁷⁵
  • Equity: 44,6
  • Debt: 30,4

	%	Shares	Ordinary	Pref A	Pref B
NORDIC TECHNOLOGY GROUP AS	83,6 %		33 734 842 332 025 731	1 227 059	482 052
S. MUNKHAUGEN AS	5,9 %	2 361 161	839 817	573977	947 367
SKIPS AS TUDOR	2,1 %	854 104	604 104	250 000	0
lim AS	1,9 %	747 789	497 584	144 942	105 263
MOGER INVEST AS	1,3 %	535 947	390 684	40 000	105 263
Others	5,2 %	2 098 423	1 536 152	190 386	371 885
		100,0 % 40 332 266 35 894 072		2 426 364	2 011 830

Risks and Mitigations

	Risks	Mitigations
Economic risk / Political risk	■ Conservative industry, delayed type approvals, slow market adoption ■ Primary market UK has some challenges, e.g., political changes, strikes, price increase, change of organization Network Rail	■ The use of advisors well known in the industry ■ Primary market is Network Rail, UK due to lead position and market size ■ Cooperation with Railsupport and Ricardo for safety certifications ■ Promote the product, brand and patents ■ Participate at conferences and exhibitions ■ Meet the tier one railway owners ■ Re-engage dormant Wavetrain UK subsidiary ■ Local manufacturing ■ Local partners
Competition	■ Competitors with SIL 3 and 4 ■ New entrants with SIL 2 ■ Do nothing	■ Competitive advantages, installation & cost, detection technology ■ First mover advantage ■ Patents ■ NR is a strong reference
Wavetrain	■ Wavetrain is a growth company with outstanding debt, limited revenue, negative results ■ May need additional funding ■ Intellectual property rights	■ Wavetrain is part of the listed Nordic Technology Group AS ■ Wavetrain has a strong brand and international patent portfolio and is supported by Bryn & Aarflot in related matters
Production - Partners	■ Global shortage of semi conductors and components ■ Trustworthy Partners	■ Renowned production partner(s) ■ Partner with companies with a relationship with the clients

Relationships with important market players

2023 Capital Increase

Share issue of Preference Shares "Offer shares"

• NOK 40 million
• 1. Loan from NTG to be converted
  • NOK 20 million
• 2. Cash equity
  • NOK 20 million

Financing planned from Eksfin

• Working capital
• Project financing

Rights of Preference Shares "Offer shares"

• (i) first, each of the Offer Shares shall be entitled to a distribution of NOK 9.50;
• (ii) second, each of the Series B Preference Shares shall be entitled to a distribution of NOK 9.50;
• (iii) third, each of the Series A Preference Shares shall be entitled to a distribution of NOK 12.00; and
• (iv) fourth, each of the Series A Preference Shares and the ordinary shares shall be entitled to a distribution per share equal to NOK 9.50, being the amount received by each Series B Preference Shares (catch-up); and
• (v) fifth, all shares shall receive any and all excess distributions pro rata to the number of shares

Put Option:

12 months duration

Convert Offer Shares in Wavetrain to ordinary shares in Nordic Technology Group AS (1:1)

For details see "Application Form for private placement of shares"

This document is not a replacement for a full review of the company's books, documents, certificates or accounts and is not a comprehensive review of the company's business. The document is solely made for the purpose of presenting the business plan.

Further, document is not, and should not be relied upon as, a legal opinion in relation to any matter referred to in it. This document is confidential and is privileged and otherwise protected by law as business secrets.