SoftwareONE Holding AG — Investor Presentation 2021

May 28, 2021

Ørn Software Holding Q1 2021 presentation

May 28, 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 May 28, 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.

This presentation does not constitute or form part of, and is not prepared or made in connection with, an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities and nothing contained herein shall form the basis of any contract or commitment whatsoever. Information in this Presentation, including forecast financial information (if any), should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities or other financial products or instruments and does not take into account your particular investment objectives, financial situation or needs. This Presentation must be read in conjunction with the Company's recent financial information and the disclosures therein.

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.

Sten-Roger Karlsen CEO

Vidar André Løken CFO

The Big Picture

Digitizing asset-heavy industries

• Most companies have fixed assets that need to be efficiently managed
• Ørn provides industry-leading digital tools
  • Capture available data
  • Digitize workflow
  • Create field-apps for onsite maintenance & operations
  • Provide analytics and optimization

An industry leading software portfolio Value propositions that enable

Helping all owners of facilities or industrial assets improve operational efficiency and lift sustainability performance

REAL ESTATE MANAGEMENT

ARR NOK

81m

INDUSTRIAL MAINTENANCE AND QUALITY CONTROL

ARR NOK ARR NOK

ENERGY & SUSTAINABILITY MANAGEMENT

28m 15m

strong financial KPIs

• Reduced cost
• Increased efficiency and uptime
• Extended asset lifetime
• Reduced environmental footprint
• Meeting reporting and regulatory compliance needs

An industry leading software portfolio

Helping all owners of facilities or industrial assets improve operational efficiency and lift sustainability performance

REAL ESTATE MANAGEMENT

ARR NOK

81m

INDUSTRIAL MAINTENANCE AND QUALITY CONTROL

ARR NOK ARR NOK

ENERGY & SUSTAINABILITY MANAGEMENT

28m 15m

Complementary product offering

REAL ESTATE MANAGEMENT

Enables workflow automation and data-driven decision making across facility and property management activities

INDUSTRIAL MAINTENANCE AND QUALITY CONTROL

User-friendly digitalization of maintenance & quality control processes - improving asset uptime, operating efficiency & lifetime

ENERGY & SUSTAINABILITY MANAGEMENT

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

• Providing a user-friendly and agile, yet powerful, suite of process optimization tools
• Suite of complementary best-ofbreed solutions covering key customer needs

Ørn meets the today's customer needs

Underlying market growth supported by growth in enabling technologies

As digital first movers reap the benefits, all players are forced to adapt digital tools to stay competitive

Technology enables automation and more efficient work processes

Proptech enables smart buildings and property management in a more efficient and sustainable way

Industrial transformation is driven by new technology where IoT is at the core to facilitate automation ⁸

Corporate social responsibility combined with regulations and pressure from banks is driving focus on sustainability

Large reputable Nordic customer base

Sizeable Nordic Market opportunity

And vast European upside

NOK 12bn market size in the Nordics; NOK 60bn including Europe

• Well positioned to take part of a large untapped potential market within Europe and the Nordics
• The addressable market is the theoretical amount that should be spent on the software solutions
• Share addressed is the current spend on specialized software, ERP modules & in-house solutions
• The remainder is untapped potential, from companies yet to adopt software tools, though they ought to. This is today partially spent on analogue substitutes

Strong and consistent long-term ARR growth

Driven by very high net retention and acquisitions

2) ARR CAGR '17A-'20A of 80% including Facilit

Continuing to deliver on the growth plan

Steady growth driven by organic initiatives and M&A

Annual Recurring Revenue (ARR)

Revenue and EBITDA

§ Acquisition of Facilit closed in Q1, bringing additional NOK 16.5 million of ARR

§ Successful listing on Euronext Growth – raising NOK 250 million

§ Acquisition of Landax in Q2, bringing ARR of NOK 21 million and 540 new customers

Execution of M&A strategy drives ARR growth

• ARR growth primarily driven by acquisition of Facilit in Q1
• Low Q1 churn of 1.3%
• New sales expected to ramp up in the second half of 2021, as newly hired sales personnel starts to deliver results
• Net retention rate 102%, negatively affected by reduced spending of NOK 1.5 million by one specific customer in Sweden
• Note that Q4 2020 ARR has been corrected downwards to NOK 104.4 million
• Agreed to acquire Landax, with closing in Q2, adding NOK 20.6 million to ARR (March 2021)

Significant ARR and customer growth by segment

Successful M&A execution combined with low churn

Real Estate Management (ARR mNOK)

• Growth reflecting acquisitions made in 2020 and 2021, as well as strong development in new sale and upsell

Industrial Maintenance & Quality Control (ARR mNOK)

Energy & Sustainability Management (ARR mNOK)

• Q1 growth driven by new sale and upselling, as well as continued low churn (1.7%).
• Landax acquisition in Q2 adds 540 customers and ARR of NOK 20.6

• New segment as of Q4 2020 as a result of acquisition. Growth in Q1 driven by upselling to existing customers.
• New sales resources under training, expected to enhance new sales in H2 2021

Strong revenue growth and sustained high gross margin

§ The revenue growth was primarily driven by acquisitions of MainManager, Entro IT and Facilit. The group's organic revenue growth was 1.2%

§ Substantial untapped scale potential in OPEX base as ARR grow rapidly and cost synergies are extracted from recent and planned acquisitions

Q1 20 3.9 4.9 Q2 20 Q3 20 5.0 Q4 20 Q1 21 7.7 7.5 26% 19% 26% 24% 33%

• § Strong development in EBITDA. Increase of 92% compared to the same quarter in 2020.
• § Q1 21 margin lower than Q4 20 as a result of increased headcount related to sales and M&A

Profit and loss statement

P&L Q1 2020 vs Q1 2021

	Q1 20	Q4 20	Q1 21	FY20
Recurring revenue	17 984	18 631	27 325	71 395
Non-recurring revenue	2 022	4 387	3 882	10 530
Total revenue	20 006	23 017	31 207	81 925
COGS	-1 180	-1 306	-1 722	-5 900
Gross profit	18 826	21 712	29 485	76 025
Total Opex	-14 931	-14 042	-22 006	-54 500
Adjusted EBITDA	3 895	7 670	7 479	21 525
Special items		3 652	15 703	3 652
EBITDA	3 895	4 018	-8 224	17 872
Depreciation and amortisation	-4 807	-5 798	-9 142	-21 271
Reported EBIT	-912	-1 780	-17 366	-3 399
Net financial income	-507	-1 684	5 921	-2 683
Reported EBT	-1 418	-3 465	-11 445	-6 081
Tax	421	422	2 747	1 685
Net income	-997	-3 043	-8 698	-4 396
Gross margin	94 %	94 %	94 %	93 %
Adjusted EBITDA margin	19 %	33 %	24 %	26 %

• Operating revenue growth in Q1 2021 compared to Q1 2020 driven by acquisitions and organic growth of +1.2%
• Adjusted EBITDA +92%
• Special items of NOK 15.7 million is related to the capital raise and IPO
• Increased Depreciations & amortizations reflecting increased activity in the group and the acquisitions
• Positive Net financial income as a result of a NOK 9.2 million currency gain related to SEK denominated interest bearing debt
• Tax calculated as 24% of reported EBT

Successful capital raise and listing on Euronext Growth

Providing solid platform for execution of growth strategy

Listed on Euronext Growth (Oslo) on 29 March 2021

• Capital raise of NOK 250 million, securing capacity to execute on M&A strategy
• Attracted competent, international cornerstone investors
• 165 shareholders in total

Emphasis on transparency and active approach to investor relations

• Quarterly reporting with webcast presentation
  • Q2 2021 report 3 September 2021
• Research coverage
  • ABG Sundal Collier

Strong cash flow and balance sheet

Solid operational cash flow, proceeds from capital raise provides M&A fire power

Facilit acquired in Q1 2021

Bringing total number of acquisitions last 3 years to 7

• § Leading Norwegian developer of Facility Management software
• § The software is 100% web-based, business-critical and user-friendly manifesting in negligible churn
• § Highly scalable with recurring software licenses model
• § ~NOK 16,5m in ARR, end of Q1 2021
• § 80% of the customers are in the public sector, resulting in low counterparty and license termination risk

Signed agreement to acquire Landax

Bringing the total number of customers close to 1.800

• § The leading Nordic provider of Quality Management solutions, with a broad range of functionality including internal control, HSE and HR
• § Currently serving 543 customers with 72,000 users across many industries
• § Web-based and modularized all-in-one concept with recurring licencing model
• § ~NOK 18.6m in ARR, year-end 2020 20.6m in ARR at end of Q1 2021
• § Positioned as a best-of-breed solution with low entrance costs for customer

Continue to grow through demonstrated model

Changing to pure SaaS model, upselling, price increases and cross-sales

Opportunistically acquire attractive targets in core/adjacent markets, both for new technology and customers

Proven M&A track record, through 8 successful acquisitions, of which 5 were completed since 2020

Standardized implementation template to integrate acquired companies and achieve maximum value

1. Acquire 2. Upsell & increase prices 3. Cross-sell

Increase value of customer base by upselling more functionality and increasing prices

Ørn with a highly proficient customer success division, keeping churn low, upselling and enabling price increases

Long track record of successfully upselling and increasing prices, with very low churn in response

Offer acquired technology to rest of customer base, and other products to acquired customers

A one-stop-shop, Ørn can offer customers solutions for their full workflow, enabling cross-selling of products

Scalable platform allowing more products to easily be developed and integrated

High-level financial and strategic targets for 2025

Well positioned for growth going forward

1 Complementary best-of-breed software solutions

Large and underpenetrated target market

2

3

4

5

SaaS business model with strong upselling and cross-selling potential

Proven ability to grow delivering strong SaaSmetrics and strong balance sheet

Scalable platform positioned for growth driven by organic initiatives and M&A

Appendix

Alternative performance measures

Alternative performance measures ("APM") are used by the Group to provide a better understanding of the Group's underlying financial performance for the period. Annual recurring revenue (ARR) and adjusted EBITDA is also used by Management to drive performance in terms of target setting.

Each of the following APMs have been defined by the Group as follows:

• Adjusted EBITDA is defined as EBITDA adjusted for material items which are not regarded as part of underlying business performance for the period, such as costs related to acquisitions and divestments, restructuring costs and rebranding, as well as other material effects of a special nature.
• Annual recurring revenue is defined as at each point in time the annual value of contracted license revenue, that are considered recurring by nature, although the contract includes termination clauses that enable the customers, with a certain notification period, to terminate the customer agreement.
• Net Retention is the overall impact on the revenue generation from your existing customers.
• Churn rate is the rate at which your existing customers quit using your product in a given time period.

Adjusted EBITDA – Special Items:

The company has defined certain operating cost items as special items, which combined had a negative effect of NOK 15.7 million in the first quarter 2021. NOK 6.9 million regarding salaries and mainly reflect change in employer's contribution to the option scheme bonuses and bonuses related to acquisition. NOK 8.8 million regarding other operating cost, and are related to IPO fees for commercial, financial and legal support. Similar items affected salaries and operating costs negatively by NOK 3.6 million in the last quarter of 2020. There were no similar items affected first quarter 2020.