Mintra Holding

Investor Presentation • Oct 8, 2020

COMPANY PRESENTATION

SEPTEMBER 2020

DISCLAIMER

By receiving this company presentation (the "Presentation") or attending any meeting or oral presentation held in relation thereto, you (the "Recipient") agree to be bound by the following terms, conditions and limitations.

The information in this Presentation has been prepared by Mintra Holding AS (the "Company" or "Mintra", and together with its subsidiaries, the "Group") for information purposes only.

This Presentation has not been independently verified nor verified. No representation, warranty, or undertaking, express or implied, is made by the Company or its affiliates or respective directors, officers, employees, shareholders, agents or advisers (collectively "Representatives") as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. All information in this Presentation is subject to verification, correction, completion and change without notice. Neither the Company nor its Representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with this Presentation. The information contained in this Presentation should be considered in the context of the circumstances prevailing at this time and has not been, and may not be, updated to reflect material developments which may occur after the date of the Presentation.

Matters discussed in this Presentation may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may include, without limitation, any statements preceded by, followed by or including words such as "aims", "anticipates", "believes", "can have", "continues", "could", "estimates", "expects", "intends", "likely", "may", "plans", "forecasts", "projects", "should", "target" "will", "would" and words or expressions of similar meaning or the negative thereof. These forward-looking statements reflect the Company's beliefs, intentions and current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. Forwardlooking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this Presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions that may not be accurate or technically correct, and their methodology may be forward-looking and speculative. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. None of the Company or any of is Representatives provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibilityfor the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. Forward-looking statements are not guaranteeing of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of operations, financial condition and liquidity of the Company or the industry to differ materially from those results expressed or implied in this Presentation by such forward-looking statements.

An investment in the Company's shares should be considered as a high-risk investment. Several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement that may be expressed or implied by statements and information in this Presentation. Potential investors are required to make their own assessment and analysis of the risks associated with an investment in the Company. An investment in the Company's shares is only suitable if you have sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision relating to the Company's shares, and if you are able to bear the economic risk, and to withstand a complete loss of your investment.

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This Presentation and the information contained herein are not an offer of securities for sale anywhere, including in the United States and are not for publication or distribution to persons in the United States (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the "US Securities Act")), except pursuant to any applicable exemption. Any securities referred to herein have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.

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This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo as legal venue.

WHO ARE WE?

WHAT MAKES US SPECIAL?

HOW WILL WE GROW?

APPENDIX

8

WHO ARE

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

3,600+	20%	98%
91%	38%	104%
E-LEARNING PLATFORM AND SOFTWARE PROVIDER FOR COMPLIANCE-DRIVEN INDUSTRIES	HIGHLY SCABLABLE PLATFORM WITH PREDICTABLE REVENUE STREAMS	GROWTH THROUGH MULTIPLE AVENUES GOING FORWARD

ENERGY MARITIME CONSTRUCTION RENEWABLES

COMPLIANCE-DRIVEN INDUSTRIES WITH LARGE SKILLED WORKFORCE

10

E-LEARNING WILL BOOM IN A POST-PANDEMIC ECONOMY

OUR BUSINESS SEGMENTS

E -LEARNING PLATFORM

Modern e -learning course portfolio across safety critical industries

Trainingportal delivers both own courses and 3rd party courses to customers

Recurring business from mandatory and repeat courses

HCM SOFTWARE SUITE

170,000+

Software to control and automate complex HR and workforce management tasks

Software allows clients to track skills and certifications of its workforce

Helps clients to have the right people in the right place at the right time

SCALABLE PLATFORM

SAAS MODEL

RECURRING LONG-TERM REVENUES

LIMITED CLIENT CHURN

15

WHAT MAKES US SPECIAL?

DISRUPTIVE BUSINESS MODEL

One-stop-shop to help customers develop their workforce and then deploy it

Develop: E-learning products for delivering key knowledge regarding regulations, HSE, safe working and any companyspecific regulations

Deploy: HCM software that allows worldwide workforce management to ensure safe, compliant, reliable and efficient operations

GROWING SHARE OF WALLET

17

LARGE, DIVERSIFIED AND LOYAL CUSTOMER BASE

3,600+	ENERGY	MARITIME	OTHER
18Y
102%
76%

19

SCOTT KERR CEO

More than 40 years of experience from the energy sector. Former CEO of Sevan Drilling, CEO of Norwegian Energy Company, various executive positions within BP and ARCO.

KEVIN SHORT CCO

More than 20 years' experience from various sales and executive positions. CEO of Atlas Knowledge at the time of the Group's acquisition.

IAN MACKIE CFO

Senior accountant with extensive experience from positions within Parker Drilling and Hall Morrice, where he was an Associate Partner.

Extensive experience from designing and developing complex ERP software technology solutions. CEO of OCS HR at the time of the Group's acquisition.

SIREN BERGE

CTO

GARETH GILBERT COO

Over 15 years' experience in management. Formerly managed a consulting firm delivering change management, elearning, design and communications.

CLEAR ESG FOCUS

10 YEARS OF REVENUE GROWTH

GROWING, STICKY REVENUES

GROWING REVENUE BASE…

… HIGH SHARE OF RECURRING REVNEUE…

GROWING GROSS MARGIN

GROWING EBITDA MARGIN

GROWING CASH CONVERSION (EBITDA-CAPEX)

25

HOW WILL WE GROW?

GLOBAL CORPORATE E-LEARNING MARKET GROWTH

E-LEARNING REPRESENTS ONLY 4% OF EDUCATION MARKET

DIVERSIFYING AWAY FROM ENERGY

MORE MARKETPLACE AND 3RD PARTY CONTENT

MORE ASIA – THE ENGINE FOR E-LEARNING GROWTH

GROWING POPULATIONS

MORE EDUCATIONAL OPPORTUNITIES

FOCUS ON SAFETY AND COMPLIANCE

RISING ECONOMIC POWER

~15% market CAGR 2019-24e* in Asia

GROWING THE APAC SALES TEAM

PROVEN ABILITY TO GROW BY ACQUISITIONS

15+ POSSIBLE M&A TARGETS IDENTIFIED

COURSES, TECHNOLOGY & CAPABILITIES

MORE EBITDA AND CASH FOR FURTHER GROWTH

MORE CUSTOMERS AND REGIONS

MEDIUM TO LONG TERM AMBITIONS

AMBITIONS

41

APPENDIX

PROFIT AND LOSS STATEMENT

Reported NOK ('000)*	2018	2019	H1 2020
Total revenue	169733	232 004	112 295
Total operating expenses	238 483	304 181	59 278
Operating profit / (loss)	(68 749)	(72 177)	(9 323)
Net financial items	(19 660)	(44 345)	(27 850)
Net profit / (loss)	(80 138)	(117 348)	(36804)
KPls (pro torma adjusted**)
EBITDA	6,586	37,847	42,525
Revenue growth		8%
Gross margin	81%	84%	91%
EBITDA margin	3%	16%	38%
Capex	14,639	14,370	6,860

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BALANCE SHEET STATEMENT

	2018	2019	H1 2020
FIXED ASSETS
TOTAL FIXEDASSETS
CURRENT ASSETS
TOTAL CURRENT ASSETS
TOTAL ASSETS

	2018	2019	H1 2020
EQUITY
TOTAL EQUITY
LIABILITIES
TOTAL LIABILITIES
TOTAL EQUITY ANDLIABILITIES

CASH FLOW STATEMENT

NOK ('000)	2018	2019	H1 2020
Net cash tlows trom operating activities	(27 095)	(11 370)	46 617
Net cash flows from investing activities	(135 896)	(13 158)	(6 934)
Net cash flows from financing activities	172 471	28 580	(6 779)
Net change in cash and cash equivalents	9 480	4 052	32 904
Cash and cash equivalents at 01.01	5 477	14 957
Cash and cash equivalents at 31.12	14 957	19 009

LEGAL STRUCTURE