Mintra Holding

Investor Presentation • Feb 25, 2021

MINTRA®

Q4 2020 & CAPITAL MARKETS UPDATE

25th February 2021

V D E V E L O P & D E P L O Y

DISCLAIMER

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SUMMARY

CHALLENGING 2020

Lockdown restrictions impacted customer activity and course utilisation (E-Learning)

SOLID UNDERLYING FINANCIAL PERFORMANCE

High repeat revenues and lower costs underpinned higher EBITDA and margins in 2020

RE-ITERATING MEDIUM TERM OUTLOOK AND GUIDANCE

Fundamental positive shift for both HCM Software and E-Learning

2021 TRANSITIONAL YEAR

First half continues to be impacted by COVID-19 whilst second half should see accelerating recovery

GROWTH DRIVEN BY FOUR MEGA TRENDS

Education, Digitalisation, Regulation and Sustainability

SAFEBRIDGE ACQUISITION UPSIDE

Safebridge fits all our growth criteria and significantly strengthens our maritime position

••••

SOFTWARE GROWTH OFFSET BY DELAYED E-LEARNING DEMAND

HCM SOFTWARE REVENUE +22%

• · HCM and Trainingportal subscriptions
• · High-margin recurring revenue business

E-LEARNING HIT BY LOWER OIL & GAS ACTIVITY IN THE UK AND NORWAY

CONSULTANCY AND 'OTHER'

• No classroom training due to Covid-19
• · TMS divested in Q1'20

*IFRS figures for 2019 and 2020 (unaudited), Proforma NGAAP for 2018 ** Other includes classroom training, and TMS which was divested mid-2020

SIGNIFICANT SHIFT IN THE INDUSTRY MIX IN 2020

MARITIME AND NEW INDUSTRIES GROWING

• · Strongest growth in Maritime
• · Continued growth driver in 2021 and beyond

LOWER ENERGY ACTIVITY

• · Maintained market position in temporarily lower market
• · Continued Covid-19 effect in H1'21
• · Catch-up effect expected when normal operations resume

INDUSTRY SHARE OF BUSINESS*

*Measured as percent of sales invoiced each year

RECOVERY IN THE ENERGY INDUSTRY

RECOVERY IN EUROPEAN UPSTREAM OFFSHORE SPEND DUE IN H2 2021 25 160

C

...Upward revision to European E&P CAPEX owing to hopes of a widely available vaccine by summer. 2021 is expected to be the start of an upswing going out to 2025.

12th January 2021

Source: IHS Markit

REBOUND IN CONSTRUCTION

66

The Norwegian construction activity was brought to a standstill in 2020 due to the impact of COVID-19 containment measures but the industry is expected to recover in 2021.

REBOUND IN MARITIME

BBQ NEWS

Over-50s rush to book holidays as vaccine boosts confidence

Coach and tour operators have seen an unexpected growth in bookings in the last fortnight.

Industry figures call it growing "vaccine confidence" about 2021.

Q4 FINANCIAL REVIEW

CHALLENGING MARKET IN Q4

• · Weak December due to resurgence in Covid-19
• TMS divested in Q1'20 impacts comparables

CONTINUED GROWTH IN HIGH-MARGIN HCM SOFTWARE ALSO IN Q4

REDUCED COST LEVEL AND IMPROVED EBITDA

SALES EXCEEDING BOOKED REVENUE

MINTRA® (13

Note: 2019 and 2020 based on IFRS (unaudited)

STRONG CASH GENERATION

RESTRUCTURINGS AND REORGANIZATIONS THROUGH 2019

LOWER HEADCOUNT

HIGHER SHARE OF UPFRONT CUSTOMER PAYMENTS

CAPITALIZED R&D REMAINS AT ~6% OF REVENUE

*Cash flow from operations

PROFIT & LOSS

NOW REPORTING UNDER IFRS	NOK million IFRS	Q4 2019	Q4 2020	FY 2019	FY 2020
REDUCTION	EBITDA	2.8	10.4	44.3	69.8
IN D&A	Depreciation and amortisation	(15.1)	(4.2)	(26.8)	(19.8)
LOWER FINANCIAL COSTS	EBIT	(12.3)	6.1	17.5	50.0
	Net financial items	(15.5)	0.9	(46.1)	(39.7)
TURNED PROFITABLE IN 2020	Profit before tax	(15.1)	7.0	(28.7)	10.3

WELL-FUNDED TO PURSUE GROWTH OPPORTUNITIES

STRONG CASH AND EQUITY POSITION

NOK 230m

Cash position (end-2020)

72% Equity ratio (end-2020)

PRIVATE PLACEMENT & MERKUR LISTING IN Q4 2020

LOAN FACILITIES EXTENDED TO Q2 2023 NOK 500m

Private placement

NOK 276m

Debt repayment from placement proceeds

PROGRESS MADE TO DRIVE GROWTH IN 2021

ONLINE MARKETPLACE AND E-LEARNING

• Re-launched website, invested in course library, and broadened marketplace offering
• · 100% renewal of software and trainingportal contracts customer base intact for e-learning market rebound

MARITIME & OTHER INDUSTRIES

• · Added sales resource to take advantage of strong growth in maritime business
• · Approved as STCW training provider by Norwegian Maritime Authority

MIDDLE EAST & ASIA

Expanding trade school offering to more Asian markets

2021 GUIDANCE

1 0%+ organic revenue growth - weighted towards H2 2021 as pandemic impact persists

35-40% EBITDA margin1 supported by continued growth in HCM software and further roll-out in Marketplace and E-Learning

NOK 30-35m revenue contribution from Safebridge acquisition2

1: Excluding acquisitions and associated restructuring costs 2: Assuming Safebridge contribution from Q2 2021

MEDIUM-TERM GUIDANCE

2021 MEDIUM TERM

Annual organic revenue growth	10%+	15%+
Underlying EBITDA margin*	35-40%	40%+
Acquisitions per year	to date	1 - 2
Revenue added through M&A annually		NOK 50 - 75M

*Excluding acquisitions and associated restructuring costs

MINTRA®

র প্র BUSINESS OVERVIEW

M&A UPDATE

market outlook & GROWTH PLAN

SUMMARY 16

Q&A 6

SP

17

E-LEARNING PLATFORM & MISSION-CRITICAL HCM SOFTWARE FOR COMPLIANCE DRIVEN INDUSTRIES >

ENERGY 57%

OTHER 20%

Revenue
FY20

EXPANDING THE INDUSTRY FOOTPRINT INTO MORE COMPLIANCE-DRIVEN INDUSTRIES

MARITIME 23%

ENERGY

MARITIME

OTHER INDUSTRIES

E-LEARNING COURSES

HUMAN CAPITAL MANAGEMENT SOFTWARE

CONSULTING & OTHER

~40%

~40%

~ 20%

E-LEARNING COURSES

HUMAN CAPITAL MANAGEMENT SOFTWARE

CONSULTING & OTHER

~40% ~40%

MINTRA® < DE V E L O P & & D E P L O Y >

ACCREDITED AND CERTIFIED COURSES

MINTRA゜( 27

E-LEARNING BUSINESS CHARACTERISTICS

KEY FEATURES

• · Sales of courses/licenses and used over a period of time
• · Also includes 'ad-hoc' sales through Trainingportal or web store
• · Secure revenue stream with upside from additional usage and renewals after expiry

HOW ARE REVENUES RECOGNISED?

• · Immediately (web sales)
• · As licenses used by customer (volume sales)
• · Over contract period (subscription sales)

MINTRA®

28

E-LEARNING KPIs

1: As at year end

E-LEARNING COURSES

HUMAN CAPITAL MANAGEMENT SOFTWARE

CONSULTING & OTHER

~40%

~40%

~20%

TRAINING PORTAL - LEARNING & COMPETENCY MANAGEMENT

( 31

MINTRA®

OCS HR - CREW MANAGEMENT SOFTWARE

CREW MANAGEMENT ESSENTIAL FOR MARITIME

Annual Review 2020

fer

at

International

Shaping the Future of Shipping

Chamber of Shipping

International Chamber of Shipping - Annual Review 2020 The COVID-19 Pandemic

Responding to the Operational Challenge

The arrival of COVID-19 has presented truly enormous challenges for the entire maritime transport sector, an industry responsible for moving about 90% of global trade.

It is hard to exaggerate the impact of the pandemic on international ship operations. At this time of oontinuing orisis working with governments to ensure the maintenance of saf and efficient supply chains remains the overriding priority for ICS and its member national shipowners' association

Is a result of the pandemic, the economic fortunes o large numbers of individual shipping companies have been greatly affected due to the severe contraction in demand for their services and dramatic levels of freight rate volatility. The oruise ship industry, in particular, has faced incredibly difficult challenges, with virtually all operations suspended during the initial stage of the crisis.

Industry co-ordination

As soon as the global scale of the pandemic became clear, ICS took on a leadership role to provide a oo-ordinated industry response, particularly with respect to addressing immediate operational challenges. This has involved close liaison with relevant global bodies including the industry's global regulator, IMO, as well as with the International Labour Organization (ILO), the World Health Organization (WHO), the United Nations Conference on Trade and Development (UNCTAD) and the office of the United Nations Secretary-General, utilising the strong relationships which ICS already enjoys with these intergovernmental agencies

ICS has also worked closely with maritime industry organisations suoh as the International Association of Ports and Harbors (IAPH), the International Association

of Classification Societies (IACS) and most importantly

• as the global union representing the interests of some two million seafarers employed by the shipping industry

ICS's social partner, the International Transport Workers

Federation (ITF).

C

The continuing inability of ship operators to conduct crew changes has been the single greatest operational challenge contronting the global shipping industry since the Second World War

International Chamber of Shipping Shaping the Future of Shipping

HCM SOFTWARE BUSINESS CHARACTERISTICS

KEY FEATURES

• · Subscription-based SaaS model
• Module-based scalable platform
• · Predictable revenue stream with upside sales potential
• •

HOW ARE REVENUES RECOGNISED?

• Upfront payment; revenues booked evenly over contract period
• High deferred income at start of period

HCM SOFTWARE KPIs

* Based on year-end figures

MMERCIAL IN CONFIDENCE

MINTRA® (35

E-LEARNING COURSES

HUMAN CAPITAL MANAGEMENT SOFTWARE

CONSULTING & OTHER

~40%

~40%

~20%

CONSULTING BUSINESS CHARACTERISTICS

KEY FEATURES

• Contracts are either based on time and materials or fixed price
• · Customer billing either monthly (based on time) or lump sum over instalments
• · Key facilitator for sales in other areas

HOW ARE REVENUES RECOGNISED?

• Revenue booked based on hours delivered against contract

MINTRA®

37

THE MINTRA WAY

GROWING ANNUAL RECURRING REVENUE

CREATING PREDICTABLE REVENUE STREAMS

MINTRA KPIs

E-LEARNING	HCM SOFTWARE	MINTRA GROUP
2,353 COURSES1,2	235,898 TRAININGPORTAL USERS2	01:06 SHARE OF PREDICTABLE REVENUES 3
30% MARKETPLACE SHARE OF E-LEARNING REVENUES3	171,751 OCS HR USERS?	NOK 103m ANNUAL RECURRING REVENUE3,4

1: Includes both Mintra and third-party courses
2: As at end-2020
3: Based on FY2020
4: Contracted recurring revenue

MINTRA® (41)

CREATING A MARKETPLACE TO SCALE E-LEARNING

MINTRA® (42

ONE-STOP-SHOP TO DEVELOP & DEPLOY YOUR WORKFORCE

MINTRA® (43)

GROWING SHARE OF WALLET

65% of customers have 2 or more revenue lines

SBM OFFSHORE CASE STUDY

ENERGY client

consuming MARITIME courses in MULTIPLE LANGUAGES through MINTRA TRAININGPORTAL

LEARNING BESPOKE FULLY ONLINE MANAGEMENT OFFERING COURSES SOLUTION

( 45

MINTRA

DIFFERENTIATED VERSUS PERSUS PEEFS

MINTRA®

2020 FINANCIAL REVIEW

BUSINESS OVERVIEW 2

M&A UPDATE

market outlook & GROWTH PLAN

SUMMARY 5

Q&A o

3

SPECIALISED COURSES

INNOVATIVE TECHNOLOGY

INDUSTRY PARTNERSHIPS

PROVEN M&A STRATEGY

MINTRA゜( 49

SAFEBRIDGE - GROWING THE MARITIME BUSINESS

COMPLEMENTARY IN BOTH E-LEARNING AND HCM

ADDING UNIQUE MARITIME CONTENT AND PARTNERSHIPS

SPECIALISED COURSES

• · Electronic Chart Display & Information Systems (ECDIS)
• · Navigation
• Shipping Law
• · Seafarer soft skills

DOUBLING MARITIME E-LEARNING LIBRARY >50 new courses added to Mintra maritime marketplace

MORE CUSTOMERS AND GEOGRAPHIES

SAFEBRIDGE FITS OUR M&A STRATEGY

MINTRA®

2020 FINANCIAL REVIEW

2 BUSINESS OVERVIEW

M&A UPDATE

MARKET OUTLOOK & GROWTH PLAN

SUMMARY

Q&A て

3

V

5

MULTIPLE PILLARS OF GROWTH OUT TO 2025

MULTIPLE PILLARS OF GROWTH OUT TO 2025

AT THE CROSSROADS OF FOUR MAJOR MEGATRENDS

STRONG OUTLOOK FOR E-LEARNING

STRUCTURAL MOVE To Digital Learning

GLOBAL E-LEARNING MARKET*

• 10% CAGR* -

CC The global corporate e-learning market is projected to grow at a CAGR of 11% during 2021-26

60 ResearchReports October 2020

FURTHER Accelerated BY COVID-19 C

Covid-19 is a key catalyst for learning and tor going online Forbes

CG

Online learning has been shown to increase retention of information and take less time. WORLD ECONOMIC

FORUM

A LOT OF ROOM To GROW

SUPPORTIVE FUNDAMENTALS FOR HCM SOFTWARE

GROWING HCM SOLUTIONS MARKET GLOBAL MARKET SIZE* - 10% CAGR \$27 bn \$20bn 2020 2024

FAVOURABLE INDUSTRY CHARACTERISTICS

INCREASING REGULATION

Rising complexity and legislation in safety-critical industries requires new digital solutions

NON-DISCRETIONARY

Safety critical services with "life or death" consequences

NON-CYCLICAL

HCM demand largely uncorrelated with wider macro events

CATCH-UP IN EUROPE, MIDDLE EAST & ASIA

ADOPTION RATES PER REGION*

E-LEARNING WILL BOOM IN A POST-PANDEMIC ECONOMY

BUSINESSES ARE NOT GOING BACK TO CLASSROOMS

THE OLD WAY

THE ONLY WAY

SUSTAINED BUT DELAYED BENEFIT FROM COVID-19

MULTIPLE PILLARS OF GROWTH OUT TO 2025

GLOBAL MARKET GROWTH

EXPANDING IN NEW GEOGRAPHIES AND INDUSTRIES

MINTRA® (65

2021 DEFINING YEAR FOR MARKETPLACE

23 MAERSK

TALENTOUEST

EnerMech

MINTRA® (66

FROM DIRECT SALES TO A 'PLATFORM' APPROACH

EXISTING CUSTOMERS

POTENTIAL STREAMING CUSTOMERS

STREAMING/SUBSCRIPTION OPPORTUNITY

Additional sales tool

Ability to offer large amount of content through marketplace

Fully online business - no distribution bottlenecks

Complements existing direct sales where focus is on share of wallet

MULTIPLE PILLARS OF GROWTH OUT TO 2025

GLOBAL MARKET GROWTH

GROWING IN MARITIME AND OTHER INDUSTRIES

MINTRA® (69

70

MULTIPLE PILLARS OF GROWTH OUT TO 2025

GLOBAL MARKET GROWTH

GROWING IN MIDDLE EAST & ASIA

WHY MIDDLE EAST & ASIA?

GROWING POPULATIONS

MORE EDUCATIONAL OPPORTUNITIES

Focus on Safety and Compliance

RISING ECONOMIC POWER

*Source: Technavio // E-learning Market by End-users and Geography - Forecast and Analysis 2020-2024

【】】【

【送】【 MORE REGULATION NEEDED

MORE TRAINING NEEDED

> Im DEATHS

annually from work related accidents and illness in Asia

STRONG PROGRESS IN MIDDLE EAST & ASIA SINCE IPO

GROWING SHARE OF WALLET

• · "Safety passport" success
• Training portal now used as country-wide tool to manage competencies

WINNING NEW CUSTOMERS

• Trial program currently underway
• · Opportunity to scale

DEVELOPING THE TRADE SCHOOL SALES CHANNEL

GROWTH SUMMARY

• Medium term outlook for E-Learning and HCM software remains strong
• · Execution underway on all growth initiatives highlighted at IPO

2021 Guidance: 10%+ organic revenue growth but likely back-end loaded as pandemic impact persists

Medium term: 15%+ annual organic revenue growth

MINTRA®

5 SUMMARY

Q&A o

SUMMARY

CHALLENGING 2020

Lockdown restrictions impacted customer activity and course utilisation (E-Learning)

SOLID UNDERLYING FINANCIAL PERFORMANCE

High repeat revenues and lower costs underpinned higher EBITDA and margins in 2020

RE-ITERATING MEDIUM TERM OUTLOOK AND GUIDANCE

Fundamental positive shift for both HCM Software and E-Learning

2021 TRANSITIONAL YEAR

First half continues to be impacted by COVID-19 whilst second half should see accelerating recovery

GROWTH DRIVEN BY FOUR MEGA TRENDS

Education, Digitalisation, Regulation and Sustainability

SAFEBRIDGE ACQUISITION UPSIDE

Safebridge fits all our growth criteria and significantly strengthens our maritime position

MINTRA®