StrongPoint

M&A Activity • Jul 2, 2014

PSI Group ASA expands internationally

PSI Group ASA expands internationally

PSI Group acquires 100 per cent of the shares in New Vision Baltija UAB from NV

Invest UAB, which is owned by the founder and CEO and key managers in New Vision

Baltija UAB. The company is a market leader within Retail Solutions in

Lithuania, Latvia and Estonia, headquartered in Vilnius, Lithuania. The company

also has subsidiaries in Finland and Russia.

New Vision Baltija UAB will become a fully owned subsidiary of PSI Group ASA

from the 2(nd) of July 2014. The consideration for the shares is based on an

earn-out model of 5 x EBITDA in 2014 x 51 per cent, plus 5 x EBITDA in 2015 x

49 per cent. The purchase price will be adjusted for net interest bearing debt

as of 31.12.2014.

An upfront payment of EUR 1 840 000 in cash and 277 854 PSI shares equivalent to

EUR 200 000 based on the volume weighted average share price of the last 30

trading days, transferred at closing on July 11. The parties have also agreed

that the seller makes an additional investment by acquiring 277 854 shares in

PSI on the same terms. All shares will be allocated from PSI Group's own

holding.

One third of the total settlement will be in shares in PSI Group ASA, and the

remaining consideration in cash. The cash amount will be financed with a credit

facility.

The founder and principal shareholder of New Vision Baltija UAB will continue as

the CEO of the company.

PSI Group and New Vision Baltija UAB have both been distributors of Digi scales

wrapping equipment and Repant reverse vending machines for many years. The

company targets the same customer segments in the Baltics as PSI Systems in

Norway and PSI Antonson in Sweden.

New Vision Baltija UAB was established in 1993, and is an ambitious Baltic IT

solutions and retail technology provider specialized towards the retail market

segments. The company represents world leading suppliers of retail technology,

as well as a complete solution provider for both food and non-food retailers. In

addition, the company has a strong software development team, a store efficiency

business consultancy team and a 24/7 retail IT help desk and service center.

More information about the company can be found on www.new-vision.com

New Vision Baltija UAB has supplied and installed a range of store solutions in

Lithuania, Latvia and Estonia. Offices in Finland and Russia are relatively

young, but are already recognized as market leading experts in self-service

checkout technologies. The company has close to 200 employees and the total

turnover in 2013 was NOK 73.6 million.

"This transaction provides us with a strong position in the Baltics and adds new

proprietary retail software solutions to PSI Group's portfolio. PSI Group will

strengthen its role as a significant supplier of retail technology and business

solutions in all our existing and new geographical markets. In addition, the

acquisition will not only contribute to fulfilling our growth strategy for both

CashGuard and Vensafe, through this well-functioning market leading sales and

service organization in an exciting new Euro market, but also add a significant

pool of highly skilled employees with retail know-how, which we will be able to

deploy in our other markets." Says CEO of PSI Group ASA, Jørgen Waaler.

"The acquisition may lead to synergies in sales, marketing, development,

production and IT. We will also develop New Vision Balija UAB to further

strengthen our European expansion" concludes Waaler.

For further information, please contact

Jørgen Waaler,

CEO of PSI Group ASA

Phone: +47 9059 0010

About PSI Group:

PSI Group's mission: Driving Retailers' profitability by providing innovative

integrated Technology Solutions enabling store owners to perform to their full

potential.

PSI Group has its headquarter in Rælingen and has approx. 540 employees in the

Nordics, the Baltics and the rest of Europe. The company is listed on the Oslo

Stock Exchange. For further information, visit www.psigroup.no.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1812210]