SoftwareONE Holding AG — Capital/Financing Update 2021

Mar 23, 2021

NOK 385 million private placement successfully completed

NOK 385 million private placement successfully completed

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Ørn Software Holding AS – NOK 385 million private placement successfully completed

Oslo, 24 March 2021: Reference is made to the stock exchange release from Ørn Software Holding AS (“Ørn Software” or the “Company”) on 22 March 2021 regarding the terms for the offering of shares in the Company (the “Offering”) and subsequent admission to trading on Euronext Growth Oslo (the “Listing”).

Ørn Software is pleased to announce that the Offering has been successfully completed with a total transaction size of NOK 385 million through the allocation of 36,666,674 shares at a price of NOK 10.50 per share (the “Offer Price”).

The Offering in summary:

• The Offering comprised i) a primary offering of 23,809,524 new shares (the "New Shares") raising gross proceeds of NOK 250 million and ii) a secondary offering of 9,523,816 existing shares (the "Sale Shares"), equating NOK 100 million. 82,973 of the Sale Shares will be issued together with the New Shares following exercise of options (the “Option Shares”).

• In addition, the Managers (as defined below) have over-allocated 3,333,334 additional existing shares (the “Additional Shares” and, together with the New Shares and the Sale Shares, the “Offer Shares”).

• The Offering attracted strong interest from leading Nordic and international institutional investors.

• Four cornerstone investors have been allocated a total of NOK 200 million in the Offering; i) Swedbank Robur (NOK 60 million), ii) BI Asset Management (NOK 60 million), iii) Aktia Asset Management (NOK 40 million), and iv) Tar Heel Capital (NOK 40 million).

• The Sale Shares were offered by funds managed by Viking Venture AS (the “Principal Selling Shareholder”) and certain other existing shareholders, including CFO Vidar Andre Løken and CPO Torgeir Pedersen (the latter two selling 16% of their total holdings of shares and vested options), (together with the Principal Selling Shareholder, the “Selling Shareholders”). Approximately 4% of the shares owned by employees and management were sold in the Offering.

• Following the sale of the Sale Shares, the Principal Selling Shareholder will retain approximately 31 million shares, equivalent to approximately 36.6% of the issued share capital in the Company following the issuance of the New Shares and the Option Shares. Assuming full exercise of the Greenshoe Option (as defined below), the Principal Selling Shareholder will hold approximately 29 million shares, equivalent to approximately 33.4% of the issued share capital in the Company following the issuance of the New Shares and the Option Shares.

• The Company intends to use the net proceeds from the New Shares to strengthen the Company’s inorganic growth capabilities and for general corporate purposes.

• There will be in total 85,942,968 issued shares in Ørn Software following the issuance of the New Shares and the Option Shares, resulting in a post-money undiluted market capitalisation of the Company of approximately NOK 902 million based on the Offer Price. In addition, there will be 3,336,194 in-the-money and vested options outstanding.

• The first day of trading on Euronext Growth Oslo is expected to be on or about Monday 29 March 2021 under the trading symbol "ORN” (subject to the necessary approvals from the Oslo Stock Exchange).

Allocation to investors will be communicated on 24 March 2021 and the Offering is expected to be settled by the Managers on a delivery-versus-payment basis on or about 29 March 2021. The delivery-versus-payment settlement of New Shares in the Offering is facilitated by a pre-funding agreement entered into between the Company and the Managers.

The allocation of the Offer Shares and the issue of the New Shares have been resolved by the Company's board of directors. Completion of the Offering by delivery of the Offer Shares to investors is subject to the registration of the share capital increase pertaining to the New Shares and the Option Shares with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) and the subsequent issuance of the New Shares and the Option Shares in the VPS.

The Company, the Selling Shareholders and members of the Company's board of directors and management have entered into customary lock-up arrangements with the Managers that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of 6 months for the Company and the Selling Shareholders and 12 months for members of the Company's board of directors and management, after the commencement of trading in the shares on Euronext Growth Oslo.

The Additional Shares will be settled by existing shares lent by the Principal Selling Shareholder and Breiangen AS (jointly the "Share Lenders") to Pareto Securities AS (“Pareto”), as stabilisation manager, acting on behalf of the Managers. Further, the Share Lenders have granted Pareto, on behalf of the Managers, an option to purchase, at the Offer Price, a number of shares equal to up to the number of Additional Shares to cover short positions resulting from the sale of Additional Shares in the Offering (the "Greenshoe Option"). The Greenshoe Option is exercisable, in whole or in part, by Pareto, within a 30-day period commencing at the time trading in the shares commences on Euronext Growth Oslo.

The stabilisation manager may, on behalf of the Managers, carry out stabilisation activities during the period commencing on the first day of trading in the shares on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. Any stabilisation activities will be conducted based on the same principles as set out in article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated Regulation (EU) 2016/1052 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures, in order to support the market price of the shares. Any net profits from such stabilisation activities, if undertaken, will be to the benefit of the Share Lenders.

Share sale and subcription from board and management of the Company:

Viking Venture 11 AS, Viking Venture 11B AS and Viking Venture 11,5 AS, which are close associates of board members Joar Welde and Erik Fjellvær Hagen, have sold in aggregate 6,330,200 Sale Shares at the Offer Price and will, following completion of the Offering, retain shares in the Company as described above.

VALØ Invest AS, a close associate of Vidar Andre Løken, Chief Financial Officer, has sold 193,735 Sale Shares at the Offer Price. Following completion of the Offering, VALØ Invest AS will own a total of 261,788 shares in the Company, equal to 0.3% following the issuance of the New Shares and the Option Shares. In addition, Vidar Andre Løken holds 775,158 fully vested share options in the Company.

Torgeir Pedersen, Chief Product Officer, has sold 128,393 Sale Shares at the Offer Price. A total of 82,973 of the Sale Shares will be issued together with the New Shares following exercise of options. Following completion of the Offering, Torgeir Pedersen will own a total of 61,374 shares in the Company, equal to 0.1% following the issuance of the New Shares and the Option Shares. In addition, Torgeir Pedersen holds 625,819 fully vested share options in the Company.

Camiveo AS, a close associate of Terje Wibe, Board member, has been allocated 23,809 Offer Shares at the Offer Price. Following completion of the Offering, Camiveo AS will own a total of 23,809 shares in the Company, equal to 0.0% following the issuance of the New Shares and the Option shares.

Waal Snertingdalen AS, a close associate of Anne Lise Waal, Board member, has been allocated 9,524 Offer Shares at the Offer Price. Following completion of the Offering, Waal Snertingdalen AS will own a total of 9,524 shares in the Company, equal to 0.0% following the issuance of the New Shares.

Onyvamos AS, a close associate of Berit Lid Scharff, Board member, has been allocated 8,000 Offer Shares at the Offer Price. Following completion of the Offering, Onyvamos AS will own a total 8,000 shares in the Company, equal to 0.0% following the issuance of the New Shares.

Advisers

ABG Sundal Collier ASA and Pareto Securities AS (the "Managers") are acting as Joint Global Coordinators and Joint Bookrunners. Advokatfirmaet CLP DA is acting as Norwegian legal counsel to the Company. Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to the Managers. Corporate Communications AS is acting as communications advisor to Ørn Software.

For further information, please contact:

Sten Roger Karlsen

CEO, Ørn Software

srk@ornsoftware.com

Vidar Andre Løken

CFO, Ørn Software

val@ornsoftware.com

Important Notice:

The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation.

This stock exchange announcement was published by CFO Vidar A. Løken at 24. March 2021 00:06.

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 Ørn Software 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. This statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. 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 include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities, and 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. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any information, opinions and forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. This announcement is made by, and is the responsibility of, the Company. The Managers 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. None of the Managers, the shareholders or 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. None of the Managers, the shareholders or any of their respective affiliates accepts any liability arising from the use of this announcement. Each of the Company, the shareholders, the Managers 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. There is no guarantee that the Offering will proceed and that the Listing will occur. Certain figures contained in this announcement, 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 announcement 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.