Asetek A/S — Investor Presentation 2016

Sep 20, 2016

DNB TMT Opportunity Conference

20 September 2016 | Oslo, Norway

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 ~100 million Sales FY'15: USD 36 million / H1'16: USD 19 million Profitability Positive EBITDA and cash flow last 4 quarters Outlook Expecting FY'16 revenue growth from record 2015 level

* 1 USD = NOK 8.25

The computer cooling market opportunity

• More powerful computer hardware in general

• Smartphones, Tablets, Social Media, Big Data, Virtualization etc. needs more power

• Servers and data centers have become denser, more hardware in less space requires more cooling

• Data centers consume ~2% of the world's power, a financial and environmental cost
• Air cooling struggling to solve increasing cooling need

• More efficient cooling solutions are needed

• Direct To Chip Liquid cooling is more efficient, green and at the same time it can recycle waste heat

Asetek today

Building ecosystem to turn a niche business into a mainstream hardware provider

www.asetek.com

Operational footprint adapted to value drivers

Total head count at the end of Q2'16: 74

www.asetek.com

Per Q2'16: 3.2m sealed loop coolers shipped since inception

Deployed Units 0 500,000 1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 3,500,000 Q1 2007 Q4 2007 Q3 2008 Q2 2009 Q1 2010 Q4 2010 Q3 2011 Q2 2012 Q1 2013 Q4 2013 Q3 2014 Q2 2015 Q1 2016

Cumulative Total Sealed Loop Coolers deployed (Units)

Expecting continued revenue growth in 2016

Firm growth strategy

IP platform	Business segments	Strategy
Applications Technology Systems Products	Desktop PC	• Continue to dominate DIY and OEM markets • Increase attach on GPUs
Patents US EU/ Germany China/Hong Kong	Data center	• Increase end-user adoption within existing OEM customers • Add new OEM customers

Asetek pursues the desktop market within three categories

Q2'16: Desktop segment continues positive development in challenging PC industry

• Do-it-yourself (DIY) category demand down from extraordinary levels of recent quarters

• 1 new product began shipping to a repeat customer

• Growth in the graphics cooling market

• 3 new products began shipping to repeat customers

• Workstation category marginal part of segment today

Shipped 162,000 desktop units in Q2'16

Asetek Selected by HP to Cool New OMEN X Desktop Gaming PC

• Announced 26 August 2016 that Asetek had been selected by HP® to cool its new OMEN X Desktop Gaming PC
• Marks HP's return to ultra-high end gaming systems, boasting enthusiast hardware and revolutionary thermal performance
• PC Gaming the "new black" due to VR and Esports

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".

Data center segment experiences broadening acceptance of liquid cooling

Select data center/HPC installations in the U.S., Europe and Asia adopting Asetek's technology

1: U.S, Penguin Computing and U.S. Department of Energy's National Nuclear Security Administration is using Asetek liquid cooled HPC system for an Open Compute Installation in 80 racks spanning three National Laboratories

2/3: Poland, Format installed Asetek liquid cooled HPC systems at the National Centre for Nuclear Research (NCBJ) and a University. 7 Racks

4: Singapore, 40 rack Fujitsu HPC cluster at the Agency for Science, Technology and Research (A*Star)

5: Japan, 70 Asetek liquid cooled Fujitsu servers will be installed at the Joint Center for Advanced High-Performance Computing (JCAHPC)

Source: www.asetek.com

Q2'16 report highlights

• Desktop segment Q2 revenue of \$7.6m as expected
• H1'16 revenue of \$17m +30% vs. H1'15
• Data center segment received its largest, single OEM order to date
• From Fujitsu for a Japan installation
• Positive EBITDA and cash flow last 4 quarters
• Driven by revenue growth and cost savings

Group revenue, USD thousands

Data center Desktop

• Q2'16 group revenue of \$8.4m driven by desktop sales
• Increase of 4% vs Q2'15
• Q2'16 desktop revenue \$7.6m
• Down 1% vs Q2'15
• Development as anticipated
• Q4'15 data center revenue of \$0.8m
• Mainly revenue from CEC contract and Fujitsu

Gross margin and earnings development

• Group gross margin increased to 38.0% (27.4%)
• Q2/2015 was exceptionally low due to one time charge
• General level continued from Q1 2016
• Data center gross margin at 35.4% (42.9%)

• Margins continue to fluctuate due to variations in sales composition (government sales carry lower margins due to different markups on labor, product, outside services)

• EBITDA Adjusted

• Reduced operating expenses from Q2 2015 in both desktop and data center due to organizational structure improvements
• Improved desktop margins from Q2 2015

Stable overheads

• Group profit/loss, USD thousands

• (15,000) (10,000) (5,000) - 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 2012 2013 2014 2015 Opex Legal expenses Cost of sales 11 185 14 050 14 369 14 834

• OPEX stable after initial data center related growth in 2013. Significant revenue growth absorbed by existing organization

• Significant legal expenses since 2013. \$1.8m settlement received in 2016 netting out a similar expense. Revenue increased following settlements of legal disputes i.e.

Balance sheet

USD (000's)	Q2 2016	Q1 2016	Q4 2015	Q3 2015	Q2 2015
Total non-current assets	3 715	3 580	3 536	3 284	3 298
Inventories	1 268	1 471	1 786	1 590	1 680
Receivables	6 443	5 678	9 366	6 609	7 095
Cash and equivalents	15 577	14 734	13 060	12 216	11 664
Total current assets	23 288	21 883	24 212	20 415	20 439
Total assets	27 003	25 463	27 748	23 699	23 737
Total equity	18 896	19 306	18 646	16 220	17 861
Total non-current liabilities	218	247	259	289	247
Total current liabilities	7 889	5 910	8 843	7 190	5 629
Total liabilities	8 107	6 157	9 102	7 479	5 876
Total equity and liabilities	27 003	25 463	27 748	23 699	23 737

Inventory turns: ~15 times per year

• On level with recent quarters
• Trade receivables DSO: ~58 days at Q2 2016
• Increased as expected over Q1 2016
• Trade payables DPO: ~96 days at Q2 2016
• High due to higher activity at the end of quarter

www.asetek.com

Asetek highlights

Income Statement

USD (000's)		Q2 2016		Q2 2015
	Group	Desktop	Data center	Group	Desktop	Data center
Revenue	8356	7585	771	8 0 1 0	7679	331
Gross Margin	38,0 %	38,3%	35,4%	27,4%	26,7%	42,9%
Other operating expenses	2 2 5 9	735	1524	3 0 4 8	1 2 8 0	1768
EBITDA adjusted	917	2 1 6 8	(1251)	854)	772	(1626)
Depreciations	700	232	468	525	220	305
Share based compensation	82	27	55	30	13	17
EBIT	135	1909	(1774)	(1409)	539	(1948)
EBIT Margin	1,6%	25,2%	N/A	-17,6 %	7,0%	N/A
HQ, Litigation expenses	292			478
HQ, Settlement received	0			(1844)
HQ, Share based compensation	38			27
HQ, Other	282			172
Headquarters costs	612			(1.167)
EBIT, total	(477)			(242)

• Operating expenses lowered due to organizational structural improvements in 2015
• Depreciations increase as data center products are launched into the market

Income statement

Figures in USD (000's)	Q2 2016	Q2 2015*		1H 2016	1H 2015*	2015
	Unaudited	Unaudited		Unaudited	Unaudited
Revenue	\$ 8 356	\$ 8 010	\$	18 760	\$ 13 548	\$ 35 982
Cost of sales	5 180	5 816		11 522	9 326	23 570
Gross profit	3 176	2 194		7 238	4 222	12 412
Research and development	849	1 067		1 556	2 084	3 938
Selling, general and administrative	2 804	3 213		5 539	6 383	12 641
Other income	-	(1 844)		-	(1 844)	(1 844)
Total operating expenses	3 653	2 436		7 095	6 623	14 735
Operating income	(477)	(242)		143	(2 401)	(2 323)
Foreign exchange (loss) gain	118	610		(84)	232	305
Finance costs	(9)	(17)		(23)	(32)	(67)
Total financial income (expenses)	109	593		(107)	200	238
Income before tax	(368)	351		3 6	(2 201)	(2 085)
Income tax (expense) benefit	(19)		(6)	(32)	(11)	438
Income for the period	(387)	345		4	(2 212)	(1 647)
Other comprehensive income items that may be reclassified to profit or loss in subsequent periods: Foreign currency translation adjustments	(149)	(250)		100	378	181
Total comprehensive income	\$ (536)	\$ 9 5	\$	104	\$ (1 834)	\$ (1 466)
Income per share (in USD):
Basic	\$ (0.02)	\$ 0.01	\$	0.00	\$ (0.09)	\$ (0.07)
Diluted	\$ (0.02)	\$ 0.01	\$	0.00	\$ (0.09)	\$ (0.07)

*Interim 2015 results have been restated as described in Note 5.

Balance Sheet

Figures in USD (000's)	30 June 2016	31 Dec 2015
ASSETS	Unaudited
Non-current assets
Intangible assets	\$ 1 864	\$ 1 852
Property and equipment	1 267	1 188
Other assets	584	496
Total non-current assets	3 715	3 536
Current assets
Inventory	1 268	1 786
Trade receivables and other	6 443	9 366
Cash and cash equivalents	15 577	13 060
Total current assets	23 288	24 212
Total assets	\$ 27 003	\$ 27 748
EQUITY AND LIABILITIES
Equity
Share capital	\$ 416	\$ 416
Share premium	76 686	76 665
Accumulated deficit	(58 504)	(58 633)
Translation and other reserves	298	198
Total equity	18 896	18 646
Non-current liabilities
Long-term debt	218	259
Total non-current liabilities	218	259
Current liabilities
Short-term debt	387	375
Accrued liabilities	1 138	862
Accrued compensation & employee benefits	814	1 272
Trade payables	5 550	6 334
Total current liabilities	7 889	8 843
Total liabilities Total equity and liabilities	\$ 8 107 27 003	\$ 9 102 27 748

Equity

Unaudited
	Share	Share	Translation	Other	Accumulated
Figures in USD (000's)	capital	premium	reserves	reserves	deficit	Total
Equity at January 1, 2016	\$ 416	\$ 76,665	\$ 207	\$ (9)	\$ (58,633)	\$ 18,646
Total comprehensive income - six months ended June 30, 2016
Income for the period	-	-	-	-	4	4
Foreign currency translation adjustments	-	-	100	-	-	100
Total comprehensive income - six months ended June 30, 2016	-	-	100	-	4	104
Transactions with owners - six months ended June 30, 2016
Shares issued	-	2 1	-	-	-	2 1
Share based payment expense	-	-	-	-	125	125
Transactions with owners - six months ended June 30, 2016	-	2 1	-	-	125	146
Equity at June 30, 2016	\$ 416	\$ 76,686	\$ 307	\$ (9)	\$ (58,504)	\$ 18,896
Unaudited Equity at January 1, 2015	\$ 264	\$ 64,451	\$ 2 6	\$ (12)	\$ (57,307)	\$ 7,422
Total comprehensive income - six months ended June 30, 2015 Loss for the period*	-	-	-	-	(2,212)	(2,212)
Foreign currency translation adjustments	-	-	378	-	-	378
Total comprehensive income - six months ended June 30, 2015	-	-	378	-	(2,212)	(1,834)
Transactions with owners - six months ended June 30, 2015
Shares issued	152	12,799	-	1	-	12,952
Less: issuance costs	-	(829)	-	-	-	(829)
Share based payment expense	-	-	-	-	150	150
Transactions with owners - six months ended June 30, 2015	152	11,970	-	1	150	12,273
Equity at June 30, 2015	\$ 416	\$ 76,421	\$ 404	\$ (11)	\$ (59,369)	\$ 17,861

*Interim 2015 results have been restated as described in Note 5.

Cash Flow Statement

USD (000's)	Q2 2016	Q1 2016	Q4 2015	Q3 2015	Q2 2015
Income (loss) for the period	(387)	391	948	( 383)	345
Depreciation, amortization and impairment	702	615	721	658	525
Finance cost (income) and taxes	9	14	511	33	23
Share based compensation	120	5	121	50	57
Changes in current assets other than cash	(752)	4 181	(2 209)	( 946)	(3 589)
Changes in payables and accrued liabilities	2 088	(3 164)	1 888	1 284	802
Net cash provided (used) in operating activities	1 780	2 042	1 980	696	(1 837)
Additions to intangible assets and other assets	(539)	(465)	(378)	( 356)	( 368)
Purchase of property and equipment & other	(251)	(129)	(550)	( 55)	( 99)
assets Net cash used in investing activities	(790)	(594)	(928)	( 411)	( 467)
Proceeds from debt issuance, other LT liabilities
Cash flows on credit lines/debt/lease	(37)	(2)	(13)	201	(150)
Proceeds from issuance of capital / conv debt	4	17	117	77	(291)
Net cash provided (used) by financing activities	(33)	15	104	278	( 441)
Effect of exchange rate changes on cash	(114)	211	(312)	(11)	(319)
Net changes in cash and cash equivalents	843	1 674	844	552	(3 064)
Cash and cash equivalents at beginning of period	14 734	13 060	12 216	11 664	14 728
Cash and cash equivalents at end of period	15 577	14 734	13 060	12 216	11 664

• Positive cash flow from last 4 quarters

• Solid cash position is a positive factor when partnering with multinational OEM's in pursuit of growth

Q2'16: Largest single installation PO to date received from existing OEM Fujitsu

• Announced purchase order April 28th for a total of 70 RackCDU™ and in excess of 8,000 node level cooling loops • The order is for an installation at the Joint Center for Advanced High Performance Computing (JCAHPC) in conjunction with University of Tokyo and Tsukuba University • Fujitsu is using Asetek's liquid cooling to remove heat from processors and other high power components in its 8,208 node Fujitsu PRIMERGY cluster to deliver maximum performance while keeping operating costs at a minimum • The installation is expected to be the highest performance supercomputer system in Japan • Shipped \$0.2 million of RackCDU Direct to Chip™ products to Fujitsu in Q2 Expecting \$1-1.5m of revenue in 2016 HPC installation in Japan Performance and cost rationale

Deliveries under purchase agreement with OEM Penguin as planned

Asetek's technology will be part of one of the world's largest Open Compute-based installations

Expecting \$1.5-2.0m of revenue in 2016

• Penguin is incorporating RackCDU D2C™ liquid cooling into its Tundra™ Extreme Scale (ES) HPC server product line
• One of the end users of these solutions will be the U.S. National Nuclear Security Administration's CTS-1 systems deployment at three major national laboratories, forming an Open Compute-based installation
• Asetek expects total orders on this project to result in shipment of >100 RackCDU in the first year and 300 RackCDU within the first three years
• Shipped \$0.1m of product under purchase agreement in Q2
• Generated cumulative revenue of \$0.9m in H1'16
• The CTS-1 project and the OEM relationship with Penguin is anticipated to result in \$1.5 to \$2.0 million of total revenue for Asetek in 2016

Both U.S. government contracts progressing, yielding revenue in H2'16

	• Total contract value \$3.5m
California Energy Commission contract	• Revenue of \$0.2m in Q2, principally from engineering associated with converting a supercomputer (the first of two data centers) to liquid cooling
	• Generated cumulative revenue of \$1.0m through Q2
2 year contract	• Expecting substantial increase in revenue on this project during the balance of 2016
	• Total contract value \$2.4m
Department of Defense (ESTCP) contract	• Generated cumulative revenue of \$2.1m from inception in 2013 through June 2016
	• Project restarted after being paused temporarily while the DoD relocated the project to a different site
3 year contract	• The new site was secured during the first quarter and facilities work will begin in Q3'16
	• Revenue is expected to ramp in H2'16

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

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

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

Turning a niche business into a mainstream computer hardware provider

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

Improved reliability.

Optimize Compute

36 Future proof rack cooling for higher kW servers and blades.

Go Green

Waste Heat Reuse Reduce Water Footprint Reduce Carbon Footprint

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

Disclaimer

This presentation and its enclosures and appendices (jointly referred to as the "Presentation") has been produced by Asetek A/S (the "Company") and has been furnished to a limited audience (the "Recipient[s]")on a confidential basis in connection with a potential securities issue by the Company. The content of this Presentation is not to be construed as legal, business, investment or tax advice, and has not been reviewed by any regulatory authority. Each Recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice. The information cannot stand alone but must be seen in conjunction with the oral presentation and are expressed only as of the date hereof.

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