Pexip Holding

Share Issue/Capital Change • Apr 27, 2020

Pexip intends to apply for a listing on the Oslo Stock Exchange

Pexip intends to apply for a listing on the Oslo Stock Exchange

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Pexip intends to apply for a listing on the Oslo Stock Exchange

Oslo, 27 April 2020: Pexip Holding ASA (“Pexip” or the “Company”) today announces its intention to launch an offering of shares in the Company and to apply for a listing on the Oslo Stock Exchange (the “Offering").

Pexip is a global technology company delivering a video-first meeting platform with 15% of the Global Fortune 500 companies as customers. The Company’s product offering is a highly scalable, cloud-native meeting platform that is deployable either as a service or a self-hosted solution in any public or private cloud environment. All offerings build on Pexip’s unique Infinity technology, and are delivered via a recurring subscription-based business model. The Company has more than 300 channel partners located in about 75 countries worldwide.

The Company is the result of a merger between Pexip, specialising in video software infrastructure, and Videxio, a cloud-based video service provider, effective from October 2018. The respective companies were founded by a group of visionary industry veterans in 2011 and 2012 with an ambition to break down communication barriers and provide a video-first meeting experience. The founders of the two companies had identified a need among users and IT administrators to remove the obstacles that were causing enterprise video conferencing to be expensive, difficult to use, manage and scale. The merger presented a unique opportunity to resolve these issues with a consistent user experience across all deployment options.

The Company’s vision is to make virtual meetings even better than in-person, by empowering people to see and engage with each other in a better way.

Pexip’s board of directors is of the opinion that the Offering and listing of the Company’s shares on the Oslo Stock Exchange represents an important step in the development of the Company as it will (i) enable the Company to pursue growth opportunities through expanding its sales operations, moving into new customer segments and future develop and enhance its products, (ii) strengthen the Company’s overall market awareness for both end-customers and industry partners, (iii) further improve the Company's ability to attract, retain and motivate talented personnel, (iv) diversify the Company’s shareholder base and enable other investors to take part in the Company's future growth and value creation, and (v) allow for a more liquid market for the Company’s shares.

Michel Sagen, Executive Chairman and co-founder of Pexip, commented:

“An Oslo Stock Exchange listing represents an important milestone in the continued development of Pexip whose exciting journey started many years ago when my co-founders and I together established the companies which today are Pexip. Pexip has an excellent foundation for future growth with a strong team, a unique product portfolio that breaks down the silos to workplace communication, and an extensive and knowledgeable channel and strategic partner network. Combined with many macro- and industry trends that are favourable to us, I am excited about the years to come and the potential to introduce video communication as it should be to even more enterprises around the world.“

Odd Sverre Østlie, Chief Executive Officer of Pexip, commented:

“Becoming a stock exchange listed company is another step towards our ambition to become a global leader in the collaboration market. We look forward to continuing to work hard to meet the needs of our customers across the globe. We will focus on our mission to empower people to be seen and engage with each other in a better way, guided by our vision to make virtual meetings better than being there in person. We will continue to balance growth and equity efficiency, and use the proceeds from the Offering to propel us towards our goal of reaching at least USD 300 million in Annual Recurring Revenue within 2025.”

Financial highlights

The Company experienced strong growth in contracted Annual Recurring Revenues (“ARR”) and revenues during 2019 due to increased sales across all geographies and products. The ARR as per 31 December 2019 was USD 47m, up 32% from USD 36m as per 31 December 2018. The Company reported revenues in 2019 of NOK 370m (NOK 215m in 2018) with an EBITDA of NOK 76m (NOK 32m), resulting in an EBITDA-margin of 21% for the year (15%).

The recent Covid-19-outbreak is affecting how people and organizations globally communicate with each other and has rapidly made people more familiar with the benefits of videoconferencing as an effective communications tool. For Pexip, this has resulted in further tailwind to an already strong momentum from last year. Q1 2020 resulted in a significant increase in ARR, with Delta Annual Recurring Revenue (“DARR”) reaching USD 9.5m for the quarter, resulting in an ARR of USD 56.7m as of 31 March 2020. This implies a 50% YoY growth (over Q1 2019) compared to 32% in Q4 2019 (over Q4 2018).

The Offering in brief

The Offering is expected to comprise an offering of new shares in the Company of the NOK equivalent of approximately USD 100 million. In addition, the Offering is expected to include a sale of shares by existing shareholders in the Company. The net proceeds from the Offering will be used to strengthen the Company’s revenue growth capabilities through investments in sales and marketing as well as R&D and product development, in line with the Company’s strategy.

Four cornerstone investors have, subject to certain conditions and for price per share of up to NOK 63.00, equivalent to a pre-money equity value of approximately NOK 5.2 billion based on the current shares outstanding and in-the-money vested options, undertaken to acquire shares for a total amount of NOK 1,000 million in the IPO. These four cornerstone investors are i) funds advised by Capital Research and Management Company (NOK 350 million committed), ii) Wasatch Global Investors (NOK 300 million committed), iii) DNB Asset Management (NOK 275 million committed) and iv) TIN Fonder (NOK 75 million committed).

Subject to receiving the relevant approvals from Oslo Børs (the Oslo Stock Exchange) and the Norwegian Financial Supervisory Authority, as well as prevailing equity capital market conditions, the Company is expected to have a first day of trading on the Oslo Stock Exchange in Q2 2020.

Further announcements relating to the Offering will be made in due course.

Advisers

ABG Sundal Collier ASA, Carnegie AS and Pareto Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in the Offering (together the “Joint Global Coordinators”). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company. Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Global Coordinators. GAMBIT H & K AS is acting as communication advisor.

Please see attachment at www.newsweb.no for the full 'intention to float' release.

For further information, please contact:

Odd Sverre Østlie, CEO

+47 415 21 580

os@pexip.com

Øystein Hem, CFO

+47 992 34 596

oystein@pexip.com

Important Notice

These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Pexip Holding ASA (the "Company") in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. 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. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The Joint Global Coordinators are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Joint Global Coordinators nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Joint Global Coordinators nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Joint Global Coordinators and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The Offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Offering will proceed and that the listing will occur.

Certain figures contained in this document, including financial information, may have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.