Asetek A/S

Investor Presentation • Feb 29, 2016

Capital Markets Update

February 29, 2016

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29 February 2016, Felix Conference Centre, Oslo, Norway

10:00	Welcome
10:05 - 11:20	Turning a niche business into a mainstream computer hardware provider CEO André Sloth Eriksen
10:20 - 11:00	The thermal management market and adoption of Asetek's solutions VP Worldwide sales and marketing John Hamill
Break
11:10 - 11:30	Creating value CFO Peter Dam Madsen
11:30 – 11:45	Wrap-up

ASETEK.OL in brief

Listed on Oslo Børs OSE4520 Technology Hardware & Equipment

Business Provider of liquid cooling systems for workstations, gaming and high performance PCs, servers and data centers

Market cap USD 57 million / NOK 486 * million

FY'15 sales USD 36 million / NOK * 306 million

FY'15 operating profit Company total USD (2) million – turned profitable in Q3 and Q4 2015 Desktop PC segment USD 7 million (EBITDA) Data center segment USD (6) million (EBITDA)

* 1 USD = NOK 8.50

Turning a niche business into a mainstream computer hardware provider

CEO André S. Eriksen

The computer cooling market opportunity

• Computer hardware increasingly powerful
• Social Media, Virtualization, Research, Simulations, Smartphones, Tablets etc. all call for more power
• Servers and data centers have become denser ie more hardware in less space
• Roughly 2% of the world's power is consumed by data centers and the same amount of heat is wasted
• Today's state of the art is air cooling because it is simple, because it used to be sufficient and because nobody used to care about power and environment

Asetek today

Turning a niche business into a mainstream computer hardware provider

Volume development

Cumulative quarterly total 2007-2015

Units

Technology adoption and products drive growth

The Hydro Series H115i is an extreme performance, factory sealed, all-in-one liquid CPU cooler for cases with 280mm radiator mounts.

Cool-Central Liquid Cooling is a "free cooling" solution, captures 60-80% of server heat, reducing data center cooling cost by >50%, allowing 2.5x-5x increases in data center server density.

Sales development

IP portfolio with patents and pending patent and utility model applications worldwide

	Overview of patents and patent applications globally
US	Germany & EU
Patents:  Cooling System, Condensate Cooling (19Apr 2011)  CPU Cooling by Water I (5 July 2011)  CPU Cooling by Water II (21 Aug 2012)  Graphical Card Thermal Interposer (25 Sep 2012)  Liquid Cooling System for an Electronic System (7 Jan 2013)  Graphical Card Thermal Interposer (17 Jun 2014)  Integrated Liquid Cooling System (notebook) (22 Jan 2013)  Server Rack Closed Loop Liquid Cooling System (13 May 2014)  Server Rack Closed Loop Liquid Cooling System (10 Jun 2014)  Server Rack Closed Loop Liquid Cooling System (10 Jul 2014)  Server Distribution Cooling Unit (23 Apr 2014) Applications:	Patents:  Computer Cooling System, Compressor Cooling (Germany, 31 Mar 2010)  Cooling System, Condensate Cooling (Germany, 3 Apr 2008)  Utility Model, CPU Cooling by Water (Germany, 5 Nov 2009)  CPU Cooling by Water I (EU, 5 July 2014) Applications:  CPU Cooling by Water II  Graphical Card Thermal Interposer  Integrated Liquid Cooling System (notebook)  Server Rack Closed Loop Liquid Cooling System  Liquid Cooling System for an Electronic System  Cooling System for a Server
 Direct Air Contact Liquid Cooling System Heat Exchanger Assembly  Liquid Cooling System Cold Plate Assembly  Cooling System for a Server  Fluid Connector for a Cooling System  Server Memory Cooling Apparatus  Thermal Management System  Leak Detection System	China & Hong Kong Patents:  CPU Cooling by Water II (5 Dec 2012)  Cooling System, Condensate Cooling (19Apr 2011) Applications:  Liquid cooling System for a computer  Cooling System for a Server

Strengthened IP platform and competitiveness via several positive lawsuit outcomes during 2015

Operational footprint adapted to value drivers

Total head count YE 2015: 71

Asetek's strategy

The thermal management market and adoption of Asetek's solutions

VP Worldwide sales John Hamill

A bottom-up look at both the desktop and

data center markets

The desktop market

Market drivers Desktop market

• Demand for High Performance/Gaming PCs and Workstations continues to thrive despite the challenges facing the overall PC industry

Gaming PC market driver example

• Driven by the desire for the most immersive experience, new technologies such as 4k screen resolutions and virtual reality [VR] are sponsoring demand
• Given new technologies are hosted by a graphics processor or GPU, it represents an opportunity for Asetek to increase attach from 1 [CPU] cooling loop to 2 [CPU & GPU] cooling loops per PC, effectively doubling the TAM

Asetek pursues the desktop market within three categories

The data center market

Market drivers Data center market

• Asetek's opportunity in the vast Datacenter segment is being driven by the desire to "do it better".
• Depending on the Datacenter and the circumstances, "do it better" could mean:
• Reduce operating expenditure [OpEx].
• Optimize capital expenditure [CapEx].
• Realize performance potential.
• Environmental friendly.
• Or some combination of the above.
• Asetek's value proposition depends on the end-user "care-abouts".
• The introduction of more advanced chips [CPUs, GPUs, …] over the next 1-3 years will encourage more and more datacenters to look to "do it better"

Reduce OpEX

Enable More Power Efficient Cooling

Eliminate chillers & cooling towers. Reduce Server Power by Eliminating Fans

Optimize CapEX

Shift CapEX to Compute Cycles

Power Efficiency: Grow DC server count within current power envelope. Optimize Physical Space: Increase server count within existing racks. Cooling Efficiency: Purchase dry coolers rather than more chillers.

Realize Performance Potential

* As seen in Mississippi State University HPC Shadow Cluster

Optimize Compute

Enable maximum sustained CPU throughput.

Improved reliability.

Go Green

Waste Heat Reuse Reduce Water Footprint Reduce Carbon Footprint

Fujitsu goes to market with liquid cooling

Overall data center outlook

• Strategy is to increase end-user adoption within existing OEM customers and add new OEM customers

• The introduction of more advanced chips [CPUs, GPUs, …] over the next 1-3 years will likely force most OEMs to stop procrastinating and figure out how they intend to help their Datacenter customers "do it better".

Creating value

CFO Peter Dam Madsen

Ensuring value creation

Priority	Value drivers
	Desktop PC growth	• Revenue growth • Diversification of revenue streams • Margin protection and optimization
Profitable	Data center growth	• OEM adoption • Operations and margin stabilization
growth	Cost base optimization	• Pinpointed IP and R&D investments • Manufacturing • Sales and marketing efficiency
	Cash flow improvement	• Cash conversion • Continued balance sheet optimization

Historical value creation KPI communication

March 2013 IPO communications

Desktop

• Growth of +10% per year
• Blended gross margin of approx. 40%
• EBITDA margin for business unit in the range 15-20%
• Net working capital 12-15% of revenues

Status YE 2015

• Average revenue growth of 23% since 2012
• Blended gross margin at ~36% for FY 2015
• EBITDA margin for business unit 21% for FY 2015

• Net working capital less than 7% of revenues

• Data center

• Value based pricing strategy within the data center business where the key factor is to show a positive TCO/ROI
• Gross margin of 45-55%
• EBITDA margin 20-30% when reaching critical mass
• Current R&D spending of \$5-7m implies depreciations of \$1.5-2.5 annually

• Net negative cash flow before breaking even \$15-25m

• Value based pricing strategy based on significant TCO/ROI

• Gross margin at ~42%. Efficiency benefits to be harvested as revenue ramps up
• EBITDA margin 20-30% when reaching critical mass
• Current R&D and SG&A spending of \$7-8m of which approximately 10-15% is capitalized and amortized over typically 36 months
• Net negative cash flow before breaking even to be funded through profits from desktop business

Building a liquid cooling business

2009 2010 2011 2012 2013 2014 2015 Revenue 2009-2015 USD thousands Desktop segment Data center segment 4 700 15 700 15 600 18 700 20 729 20 847 35 982

Revenue development

• Q4'15 group revenue of \$12.5m driven by DIY desktop sales
• Increase of 25% over Q3'15 and 173% vs Q4'14
• Full-year 2015 revenue of \$36m, up 73% vs 2014
• Q4'15 desktop revenue \$11.6m
• Up 23% vs Q3'15 and 164% vs Q4'14
• Full-year 2015 up 77% vs 2014
• ASP's in 2015 were slightly higher than in 2014 (+3%)
• Q4'15 data center revenue of \$0.9m
• Primarily revenue from Fujitsu and California Energy Commission
• Compares with \$0.5m in Q3'15 and \$0.16m in Q4'14
• Full-year 2015 revenue of \$1.9m, up 22% vs 2014

Group revenue, USD thousands

Gross margin development

• Full year group gross margin decreased to 34.5% (41.8%)
• Desktop margins impacted by \$800k (2.4 %-points)
• Desktop margin impacted by product mix (from revenue increase)
• Data center margins steadily increasing with scale
• Q4 '15 desktop gross margin decreased to 34.9% (40.8%)
• Due to higher DIY lower margin product sales and customer mix changes and inventory adjustments
• Full year data center gross margin up to 41.8% (37.5%)
• Learning curve and scaling indicate increasing margins
• Sales to government projects margins fluctuate:
  • Man hours very high margins
  • Materials very low margins
  • 10% retention until project close

Earnings development

Desktop revenue and EBITDA margin. All overheads Group EBITDA development

• Revenue growth leads to higher EBITDAmargin
• Notice stable overhead levels throughout timeframe allowing increased EBITDAmargin when revenue increase

Desktop Datacenter

• Desktop EBITDA is now paying for investment in data center
• Data center investments continue
• Revenue expected to increase in 2016

*) Overheads from total company. Excluding depreciations, litigation cost, settlement income and stock option expenses

USD (000's)		Q4 2015		Q4 2014
	Group	Desktop	Data center	Group	Desktop	Data center
Revenue	12 477	11 615	862	4563	4 4 0 1	162
Gross Margin	35.9%	34.9%	49.2%	39.6%	40.5%	14.8%
Other operating expenses	2 5 5 7	700	1857	2881	1 3 0 2	1579
EBITDA adjusted	1919	3 3 5 2	(1433)	(1062)	493	(1555)
Depreciations	722	317	405	410	122	288
Share based compensation	90	31	59	98	44	54
EBIT	1 107	3 0 0 4	(1897)	(1570)	327	(1897)
EBIT Margin	8.9%	25.9%	N/A	$-34.4%$	7.4%	N/A
HQ, Litigation expenses	265			1523
HQ, Settlement received	(1367)
HQ, Share based compensation	31			37
HQ, Other	398			238
Headquarters costs	- 673			1798
EBIT, total	1780			(3368)

• Litigation expenses reduced to lowest amount since Q3 2012
• Received final payment of settlement from CoolIT
• Still owed damages amount from Cooler Master. Matter appealed

Cash generation and usage

* HQ incl. Litigation contains various cash based elements of residual character. Corporate tax income is also included here.

Cash conversion

• Inventory turns: ~13 times per year (2015 full year)
• 19 times when messured in Q4 2015
• Inventories increased recently to support business transactions
• Trade receivables DSO: ~85 days (2015 full year)
• 61 days when when messured in Q4 2015
• Terms extended recently to support customer relations
• Trade payables DPO: ~97 days (2015 full year)
• 71 days when messured in Q4 2015
• Cash conversion in 16 days (2015 full year)
• 9 days when messured in Q4 2015

USD (000's)	Q4 2014	Q2 2015	Q4 2015
Total non-current assets	3 3 5 6	3 2 9 8	3 5 3 6
Inventories	1 1 0 2	1680	1786
Receivables	4 1 8 6	5 2 5 1	9 3 6 6
Cash and equivalents	4 1 7 0	11 664	13 060
Total current assets	9458	18 5 95	24 212
Total assets	12814	21893	27 748
Total equity	7 422	16 017	18 646
Total non-current liabilities	309	247	259
Total current liabilities	5 0 8 3	5 6 2 9	8843
Total liabilities	5392	5876	9 102
Total equity and liabilities	12 814	21893	27 748

Financing structure

Low on fixed assets

• Low interest bearing debt
• Strong cash position
• Agile balance sheet that enables growth and flexibility

2016 financial outlook

FY 2016

Expected to grow modestly in 2016 from a record \$34m level in 2015

Q1 2016

• DIY revenue up vs Q1 2015, but decline vs record Q4 2015 level
• Gaming/Performance Desktop PC revenue up vs Q1 2015
• Workstation revenue down vs Q1 2015

2016 financial outlook

FY 2016

• Significant revenue growth in 2016 vs. 2015 level of \$1.9m
• Revenue and operating results expected to fluctuate as partnerships with large OEMs are developed

Wrap-up

CEO André S. Eriksen

Asetek highlights

P&L

Cash flow

Figures in USD (000's)	2015	2014
Cash flows from operating activities
Income (loss) for the period	\$ $(1,647)$ \$	(8, 757)
Depreciation and amortization	2,390	1,771
Finance costs (income)	67	87
Income tax expense (income)	(438)	(1, 138)
Impairment of intangible assets		36
Cash receipt (payment) for income tax	934	204
Share based payments expense	321	940
Changes in trade receivables, inventories, other assets	(6,937)	1,264
Changes in trade payables and accrued liabilities	4,243	(230)
Net cash used in operating activities	(1,067)	(5,823)
Cash flows from investing activities
Additions to intangible assets	(1, 489)	(1,873)
Purchase of property and equipment	(882)	(172)
Net cash used in investing activities	(2, 371)	(2,045)
Cash flows from financing activities
Cash received for leasing of previously purchased equipment		279
Funds drawn (paid) against line of credit	90	(141)
Proceeds from issuance of share capital	13,148	96
Cash paid for fees related to financing	(832)
Principal and interest payments on finance leases	(76)	(145)
Net cash provided by financing activities	12,330	89
Effect of exchange rate changes on cash and cash	(2)	286
equivalents
Net changes in cash and cash equivalents	8.890	(7, 493)
Cash and cash equivalents at beginning of period	4,170	11,663
Cash and cash equivalents at end of period	\$ 13,060 \$	4,170
Supplemental disclosure - non-cash items

Balance sheet

Figures in USD (000's)		31 Dec 2015		31 Dec 2014
ASSETS
Non-current assets
Intangible assets	\$	1,852	- 5	2,334
Property and equipment		1,188		730
Other assets		496		292
Total non-current assets		3,536		3,356
Current assets
Inventory		1,786		1,102
Trade receivables and other		9,366		4,186
Cash and cash equivalents		13,060		4,170
Total current assets		24,212		9,458
Total assets	\$	27,748	Ś.	12,814
EQUITY AND LIABILITIES
Equity
Share capital	\$	416 \$		264
Share premium		76,665		64,451
Accumulated deficit		(58, 633)		(57, 307)
Translation and other reserves		198		14
Total equity		18,646		7,422
Non-current liabilities
Long-term debt		259		309
Total non-current liabilities		259		309
Current liabilities
Short-term debt		375		300
Accrued liabilities		862		1,255
Accrued compensation & employee benefits		1,272		882
Trade payables		6,334		2,646
Total current liabilities		8,843		5,083
Total liabilities		9,102		5,392
Total equity and liabilities	Ś	27.748	Ś	12.814

		Share	Share		Translation			Other Accumulated
Figures in USD (000's)		capital	premium		reserves		reserves	deficit	Total
Equity at January 1, 2015	s	264 S	64,451	s	26 S		$(12)$ S	$(57,307)$ \$	7,422
Total comprehensive income - year ended December 31, 2015
Loss for the period								(1,647)	(1,647)
Foreign currency translation adjustments					181		۰		181
Total comprehensive income - year ended December 31, 2015		٠	۰		181		۰	(1, 647)	(1, 466)
Transactions with owners - year ended December 31, 2015
Shares issued		152	12,993				3		13,148
Less: issuance costs			(779)						(779)
Share based payment expense		-			۰		۰	321	321
Transactions with owners - year ended December 31, 2015		152	12,214				3	321	12,690
Equity at December 31, 2015	s	416 S	76,665	s	207	s	(9) S	(58,633) \$	18,646
Equity at January 1, 2014	s	264 S	64,357	s	$(309)$ S		$(14)$ S	(49,490) \$	14,808
Total comprehensive income - year ended December 31, 2014
Loss for the period								(8.757)	(8,757)
Foreign currency translation adjustments					335				335
Total comprehensive income - year ended December 31, 2014		۰	۰		335		٠	(8,757)	(8, 422)
Transactions with owners - year ended December 31, 2014
Shares issued			94				2		96
Share based payment expense								940	940
Transactions with owners -year ended December 31, 2014		۰	94		۰		2	940	1,036

Management team

CEO & Founder

André S. Eriksen

• Long-term entrepreneur and founder of Asetek
• Previously employed at Danfoss in their management trainee program
• Holds an engineering degree from Aalborg University

• Several MBA level executive management programs from Right, Stanford, MIT and Wharton

• Previous positions include International Controller (DK) and Chief Financial Officer (US) at Martin Professional, Inc.

• Also served as CFO of Dantax Radioindustri A/S listed on the Copenhagen Stock Exchange
• MBA from Fort Lauderdale Metropolitan University

John Hammill VP Sales

• 20+ years of high tech industry sales, sales management and marketing experience
• Previously held position as VP of Global Sales at nVidia and AMD
• Has managed global sales teams
• BSc in Electronics and Electrical Engineering from the University of Glasgow in Scotland

VP Engineering

Mette Nørmølle

• 16 years in Research & Development organizations
• Worked at Bosch Telecom, Siemens Mobile, BenQ, Motorola and GN Netcom
• Holds a MSc degree in Materials and Manufacturing Engineering, specialized in polymers from Danish Technical University, Denmark.

VP Global Operations

Csaba Vesei

• 14+ years with IBM in numerous leadership roles, where he managed fulfillment, logistics, manufacturing planning, procurement, and supply chain functions
• MBA from Buckinghamshire Chilterns University, as well as a BSc in Information Technology from the College of Dunaujvaros

Board of Directors

Chairman, BoD

Sam Szteinbaum

• 20+ years of international management and tech industry experience
• Most of career at HP, where he served in a variety of leadership roles
• Former VP and GM for HP's Americas Consumer Products
• Holds an MSc in Management from Purdue University

Director, BoD

Chris Christopher

• 40+ years of leadership, manage-ment and tech industry experience
• Most recent Senior VP and GM at HP for an \$18B portfolio consisting of blades based client systems, workstations and desktop PCs

• BSEE and MSEE from Colorado State University and an Executive MBA from Insead School of Business

• Leader of the Mission Critical Systems group at Bloom Energy

• Prior to joining Bloom, Gross was Managing Partner for HP's Carbon, Power and Critical Facilities Services, responsible for strategic technology planning and business development
• More than 30 years' relevant experience in engineering and design of data centers
• MBA from California State as well as an EE.

Director, BoD

Jim McDonnell

• 36 year career of growth and accomplishment at Intermec Technologies, Hewlett-Packard and General Electric Co. where he held leadership roles in sales and marketing
• Brings a wealth of strategic and hands-on experience in global sales, marketing, customer engagement, channel, and enterprise management
• BS degree in Electrical Engineering from Villanova University

Director, BoD

Jorgen Smidt

• 25 years of international operational and business management experience from the mobile telecoms industry.
• Analysis and implementation of investment and international marketing, market positioning and communication strategies. Prior to Sunstone, Jørgen's career in Nokia spanned 13 years and six years with Motorola
• Jørgen holds an engineering degree in computer science from the Engineering College of Copenhagen.
• Mr. Smidt is currently a partner in Sunstone Technology Ventures Fund I,

Director, BoD

Knut Øversjøen

• Independent advisor with extensive experience from management positions within several industries
• Former Partner at Carnegie Investment Banking, CEO in Global Tender Barges, CEO in Kverneland, CFO in PGS , CFO in Enitel and CFO in Hafslund
• MBA from BI Norwegian Business School

Sandia National Laboratories

Save CapEx and OpEx While Growing Your HPC

Challenge

Data center cooling capacity constrained

Solution

Cray CS300-LC with RackCDU D2C cut air heat-load by more than 70%, making mechanical upgrade unnecessary

Installation Highlights

CapEx Savings on mechanical upgrades paid for liquidcooling plus additional compute

• "The facilities cost for a hybrid liquid/air cooled system was 50 percent of the cost of a completely air-cooled system"
• John Noe, Manager of Scientific Computing

University of Tromsø

Recycling Waste Heat in Norway

Challenge

Data center energy reuse for year-round campus heating.

Solution

RackCDU D2C retrofit enabled recouping 70% of supercomputing power for campus heating.

Installation Highlights

Initial install running production workloads since January 2014. Success led to build out of full system, completed June 2015.

Other Benefits (at 25°C ambient)

73% reduction in cooling energy. 9% reduction in IT energy.

Stallo Supercomputer 6,560 liquid cooled cores

"We have moved from counting how many flops from the supercomputer to how many watts we recycle."

• Svenn Hanssen, UiT

Mississippi State University

Invest in Supercomputers, Not Chillers

Challenge

Data center cooling capacity constrained.

Solution

Cray CS300-LC with RackCDU D2C enabled MSU to buy more computer rather than additional chillers.

Installation Highlights

Initial install of 5-rack cluster February, 2014. Success led to install of second 4-rack cluster in Dec. 2014.

Other Benefits

Performance increases with liquid cooling:

System Type	LINPACK	Xeon Phi Avg. Temp
Air Cooled (18°C)	1.82 TFLOPS	72.75ºC
Liquid Cooled (25°C)	2.01 TFLOPS	62.5ºC

Shadow Supercomputer 33,600 liquid cooled cores

"We'd rather pay for cycles than chillers."

• Roger Smith, Senior Computer Specialist, MSU