SoftwareONE Holding AG — Investor Presentation 2021

Nov 19, 2021

Ørn Software Holding Q3 2021 presentation

19 November 2021

Disclaimer

This presentation (the "Presentation") has been produced by Ørn Software Holding AS (the "Company", and together with its subsidiaries the "Group") solely for information purposes. This Presentation is dated November 19, 2021. The Company does not intend, and does not assume any obligation, to update or correct any information included in this Presentation.

This Presentation includes forward-looking statements that reflect the Company's current views with respect to future events and financial and operational performance. These forward-looking statements may be identified by the use of forward-looking terminology, such as the terms "anticipates", "assumes", "believes", "can", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "should", "will", "would" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements reflect the Company's beliefs, intentions and current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. These forward-looking statements are not historic facts. Persons reviewing this Presentation are cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual financial position, operating results and liquidity, and the development of the industry in which the Company operates, may differ materially from those made in, or suggested, by the forward-looking statements contained in this Presentation. The Company cannot guarantee that the intentions, beliefs or current expectations upon which its forward-looking statements are based will occur.

By their nature, forward-looking statements involve, and are subject to, known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements. These forward-looking statements speak only as of the date on which they are made.

The information contained in this Presentation is furnished by the Company and has not been independently verified. No representation or warranty (express or implied) is made as to the accuracy or completeness of any information contained herein. None of the Company or any of its subsidiary undertakings or any such person's directors, officers, employees, advisors or representatives shall have any liability whatsoever arising directly or indirectly from the use of this Presentation. No reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company or any of their parent or subsidiary undertakings or any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this presentation.

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AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH OUR BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION.

This Presentation is subject to Norwegian law and any dispute arising out of or in connection with this Presentation is subject to the exclusive jurisdiction of the ordinary Norwegian courts, with Oslo District Court as agreed legal venue.

This presentation includes the use of the following Alternative Performance Measures: Annual Recurring Revenue (ARR), Organic growth in ARR, Net retention, Adjusted EBITDA and Churn rate. These are defined in Ørn Software's Q3 2021 report.

Vidar André Løken CFO Sten-Roger Karlsen CEO

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A leading Nordic Software-as-a-Service company

We offer software for sustainable use, development and management of assets

A leading Nordic Software-as-a-Service company

• Improved insight
• Increased efficiency
• Reduced cost
• Improved quality
• Reduced carbon footprint

Employees Office locations Countries

The Big Picture

Ørn's customers get insight into all the details, while still having a complete overview

By providing THE BIG PICTURE, we enable stakeholders of facilities and industrial assets to improve quality, operational efficiency and sustainability performance

Our vision:

#1 in Europe

Leading position within several segments

Real Estate Management Industrial Maintenance & Quality Control

Energy & Sustainability Management

Distinct model to drive ARR growth

Complementary Best-of-breed offering

Enables workflow automation and data-driven decision making across facility and property management activities, as well as space optimization and smart office solutions

Industrial Maintenance & Quality Control

User-friendly digitalization of maintenance & quality management processes improving asset uptime and operating efficiency, increasing lifetime and improves quality

Helping operators reduce energy cost and improve sustainability performance - with efficient monitoring and optimization tools

1) Annual average last three years, Q3 2019 – Q3 2021, excl. currency differences

Our growth journey

ARR increase 10x

9

86% 1)

CAGR (total)

CAGR (organic)

1) Average annual ARR growth 2017 – Q3-21

Revenue and adj. EBITDA

LTM Q3 18 LTM Q3 19 LTM Q3 20 LTM Q3 21

LTM Q3 18 LTM Q3 19 LTM Q3 20 LTM Q3 21

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Large reputable Nordic customer base

Sizeable Nordic market opportunity

And vast European upside

Digitally advanced markets:

NOK 62 billion market, where current spend is NOK 9 billion, and estimated to grow with CAGR 10-20%

Q3 highlights

Successful M&A drives ARR growth

• ARR growth primarily driven by acquisition of Rapal in Q3
• Rapal's ARR is 10.7 NOKm higher than announced due to reclassification of additional revenue as ARR
• Q3 churn of 0.3%
• The net retention rate 98.3% in Q3 negatively affected by currency differences
• Net upsell is negatively affected by seasonal contraction in volume-based ARR with NOK 2.1 million in Q3

Significant ARR and customer growth

Real Estate Management (ARR NOKm)

Industrial Maintenance & Quality Control (ARR NOKm)

Energy & Sustainability Management (ARR NOKm)

• Growth reflecting acquisitions made in Q4-20, Q1-21 and Q3-21

• Organic growth of 11.0% Y/Y Q3-21

• Q2-21 growth driven by acquisition of Landax

• Organic growth of 14.3% Y/Y Q3-21

• New segment as of Q4 2020 as a result of acquisition

• Establishing organization to prepare for scale-up

Strong revenue growth and sustained high gross margin

Revenue and gross profit Adjusted total OPEX Adjusted EBITDA

• Growth is primarily driven by acquisitions of MainManager, Entro IT, Facilit, Landax and Rapal

• Gross margin increase with 1 percentage point from Q2 21

• Better margins in acquired companies is the primary driver for decrease in total OPEX ex special items as % of revenue

• In addition, synergy initiatives are gradually contributing positively

Q3 20 Q4 20 Q2 21 Q3 21 8.5 Q1 21 4.9 7.7 7.5 18.2 +269% Adjusted EBITDA 26% 24% 33%

• § Strong development in EBITDA. Increase of 269% compared to the same quarter in 2020.
• § Margin improvement driven by high margin in acquired companies

Profit and loss statement

• Operating revenue growth in Q3 2021 compared to Q3 2020 driven by acquisitions and organic growth
• Adjusted EBITDA +269%
• Special items of NOK 5.8 million is related to acquisition and restructuring/severance pay
• Increased Depreciations & amortizations reflecting increased activity in the group and the acquisitions
• Negative Net financial income as a result of a NOK 11.4 million in interest expense, other loan related expenses and earn -out revaluation, reduced with NOK 0.9 million in currency differences
• Tax calculated as 24% of reported EBT

NOKm	Q3 21	Q3 20	FY20
Recurring revenue	51,011	17,157	71,395
Non-recurring revenue	8,442	2,144	10,530
Total revenue	59,453	19,301	81,925
COGS	-5,495	-1,793	-5,900
Gross profit	53,958	17,508	76,025
Total Opex	-41,479	-12,571	-58,153
EBITDA	12,479	4,937	17,872
Special items	5,758		3,652
Adjusted EBITDA	18,237	4,937	21,525
Depreciation and amortisation	-28,158	-5,271	-21,271
Reported EBIT	-15,679	-334	-3,398
Net financial income	-10,551	-250	-2,683
Reported EBT	-26,230	-584	-6,081
Tax	6,295	421	1,685
Net income	-19,935	-163	-4,396
Gross margin	91 %	91 %	93 %
EBITDA margin	21 %	26 %	22 %
Adjusted EBITDA margin	31 %	26 %	26 %

Cash flow and balance sheet

Cash flow bridge Non-current assets has increased after several acquisitions

Acquisition of Rapal closed in July

Representing Ørn's entry into the Finnish market

• Leading Finnish Real Estate Software-as-a-Service company
• Focused on occupancy analytics, lease management and smart office solutions
• HQ in Espoo Finland, 70 employees
• 164 customers
• NOK 70m in ARR
• Highly complimentary products to Ørn's existing Real Estate offering Worksense mobile app

High-level targets for 2025

Organic growth

430 NOKm ARR

Profitability

EBITDA

margin

40%

Dominant European

Market recognition

player