PROSPECTUS

Techstep ASA

(A Norwegian public limited liability company incorporated under the laws of Norway)

Listing of 25,901,433 new shares in Techstep ASA on Oslo Børs

The information contained in this prospectus (the "Prospectus") relates to the listing on Oslo Børs (the "Oslo Stock Exchange") of 25,901,433 new shares in Techstep ASA (the "Company" or "Techstep" and together with its consolidated subsidiaries, the "Group"), in connection with the Company's acquisition of Famoc S.A, Famoc Software Limited and Santa Rita Private Ventures sp. Z o.o ("Famoc" or the "Target"), a software company based in Poland and a private placement through the issuance of 22,222,222 new shares (the "Private Placement Shares") directed to certain professional and institutional investors for gross proceeds of approximately NOK 100 million (the "Private Placement").

On 10 May 2020 the Company entered into a transaction agreement (the "Transaction Agreement") to acquire the entire issued share capital of Famoc (the "Acquisition and together with the Private Placement, the "Transactions"). The Company acquired the Target against consideration in the form of cash, a seller's credit and a total of 3,679,211 new shares in the Company (the "Consideration Shares") on 1 July 2021 ("Closing"). The Private Placement Shares and the Consideration Shares are hereinafter referred to as the "Listing Shares", and together with the Company's currently issued and outstanding shares, unless the context clearly dictates otherwise, the "Shares".

The Private Placement Shares were issued by a resolution by the Company's board of directors (the "Board" or the "Board of Directors") on 20 May 2021 , pursuant to an authorization from the Annual General Meeting on 22 April 2021.The Private Placement Shares were settled with existing and unencumbered shares in the Company already listed on the Oslo Stock Exchange, pursuant to a customary share lending agreement (the "Share Lending Agreement") between an existing shareholder (the "Lender"), Arctic Securities AS and SpareBank 1 Markets (collectively, the "Managers") and the Company, in order to facilitate a delivery-versus payment settlement on or about 26 May 2021. The existing shares were consequently tradable upon delivery. The Managers has settled the share loan according to the Share Lending Agreement with the Private Placement Shares.

The Private Placement Shares have been delivered to the Lender on a separate, non-tradable ISIN, and will be transferred to the Company's ordinary ISIN and be tradable on the Oslo Stock Exchange under the ticker "TECH" upon approval and publication of this Prospectus. The Consideration Shares will at the same time be issued in VPS with the Company's ordinary ISIN.

Investing in the Company involves material risks and uncertainties. Prospective investors should read the entire Prospectus and in particular Section 2 "Risk factors" when considering an investment in the Company.

This Prospectus serves as a listing prospectus only. The Prospectus does not constitute an offer, or invitation to purchase, subscribe or sell, any of the securities described herein, and no shares or other securities are being offered or sold in any jurisdiction pursuant to this Prospectus.

The date of this Prospectus is 14 July 2021

IMPORTANT INFORMATION

For the definitions of terms used throughout this Prospectus, see Section 16 "Definitions and Glossary" of this Prospectus, which also applies to the front page.

This Prospectus has prepared to provide information about the Company and its business in relation to the Transactions and the listing of the Listing Shares and to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (as amended) (the "Norwegian Securities Trading Act") and related secondary legislation, including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2014/71/EC, as amended, and as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act (the "EU Prospectus Regulation"). This Prospectus has been prepared solely in the English language.

This Prospectus has been reviewed and approved by the Financial Supervisory Authority of Norway (Nw: Finanstilsynet) (the "NFSA"), as competent authority under the EU Prospectus Regulation. The NFSA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation, and such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

This Prospectus has been drawn up as a part of the simplified prospectus regime in accordance with Article 14 of the EU Prospectus Regulation.

The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. Pursuant to Article 23 of the EU Prospectus Regulation, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Private Placement Shares between the time when this Prospectus is approved by NFSA and the date of the listing of the Private Placement Shares on Euronext Expand, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus shall under any circumstances create any implication that there has been no change in the Company's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus.

No person is authorised to give information or to make any representation concerning the Group or in connection with the Subsequent Offering other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or by any of its respective affiliates, representatives or advisors.

The distribution of this Prospectus in certain jurisdictions may be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Shares described herein and no Shares are being offered or sold pursuant to this Prospectus in any jurisdictions. In addition, the Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of an investment in the Shares for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

This Prospectus shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Prospectus.

All Sections of the Prospectus should be read in context with the information included in Section 4 "General Information".

1	SUMMARY6
1.1	Introduction and warnings6
1.2	Key information on the Company6
1.3	Key information of the securities 10
1.4	Key information on the admission of securities to trading on a regulated market11
2	RISK FACTORS13
2.1	Risks relating to the Group and the industry in which it operates13
2.2	Legal and regulatory risk 18
2.3	Risks related to the Acquisition 19
2.4	Risks relating to the Group's financing20
2.5	Risks related to the Shares20
3	RESPONSIBILITY FOR THE PROSPECTUS 22
4	GENERAL INFORMATION23
4.1	The approval of this Prospectus by the Norwegian Financial Supervisory Authority23
4.2	Simplified prospectus in accordance with Article 14 of the Prospectus Regulation 23
4.3	Other important investor information 23
4.4	Presentation of financial and other information23
5	INFORMATION CONCERNING THE SECURITIES ADMITTED TO TRADING26
5.1	The Consideration Shares26
5.2	The background for the Private Placement, the purpose of and the use of proceeds26
5.3	Admission to trading 27
5.4	Resolutions to issue the Listing Shares28
5.5	Dilution 28
5.6	Shareholder's rights relating to the Listing Shares28
5.7	Lock-up 28
5.8	Expenses29
5.9	Advisors29
5.10	Interest of Natural and Legal Persons Involved in the Transactions29
6	PRESENTATION OF TECHSTEP AND ITS BUSINESS 30
6.1	Introduction30
6.2	Techstep's business objectives and strategy30
6.3	Business description30
6.4	Products31

6.5	Significant changes in operating activities33
6.6	Material contracts outside the ordinary course of business33
6.7	Legal and arbitration proceedings33
7	ACQUISITION OF FAMOC34
7.1	Overview34
7.2	Background and transaction rationale 34
7.3	Description of the Acquisition 34
7.4	Financing of the Acquisition 34
7.5	Description of the Target34
8	BOARD OF DIRECTORS AND MANAGEMENT35
8.1	Board of Directors 35
8.2	Management 36
8.3	Committees 38
8.4	Share options/ share incentive schemes38
8.5	Conflicts of interests etc39
8.6	Convictions for fraudulent offences, bankruptcy, etc. 39
9	CERTAIN FINANCIAL AND OPERATING INFORMATION40
9.1	Capitalisation and indebtedness 40
9.2	Working capital statement41
9.3	Investments41
9.4	Trend information 42
9.5	Related party transactions since 31 December and until the date of this Prospectus42
9.6	Significant changes in financial position42
10	CORPORATE INFORMATION, SHARES AND SHAREHOLDER MATTERS43
10.1	Introduction43
10.2	The Shares and share capital43
10.3	Major shareholders 43
10.4	Share options44
10.5	Financial instruments – warrants and convertible securities44
10.6	Authorisation to increase the share capital and to issue Shares46
10.7	Authorisation to acquire treasury Shares46
10.8	Dividends46
10.9	Summary of the Company's Articles of Association 47
10.10	Certain aspects of Norwegian law47
11	TAXATION 52

11.1	Norwegian taxation 52
12	SECURITIES TRADING IN NORWAY56
12.1	Introduction56
12.2	Trading and settlement 56
12.3	Information, control and surveillance 56
12.4	The VPS and transfer of Shares 57
12.5	Shareholder register – Norwegian law57
12.6	Foreign investment in shares listed in Norway 58
12.7	Disclosure obligations58
12.8	Insider trading 58
12.9	Mandatory offer requirement58
12.10	Compulsory acquisition 59
12.11	Foreign exchange controls60
13	REGULATORY DISCLOSURES 61
13.1	Legal requirements to disclose certain information61
13.2	Overview and summary of information disclosed to the market61
14	INCORPORATION BY REFERENCE AND DOCUMENTS 67
14.1	Cross Reference Table 67
14.2	Documents on display 67
14.3	Confirmation regarding sources67
15	ADDITIONAL INFORMATION68
15.1	Independent auditor 68
15.2	Advisor68
15.3	Confirmation regarding sources68
16	DEFINITIONS AND GLOSSARY 69

Appendix A	Annual Financial Statements

1 SUMMARY

1.1 Introduction and warnings

1.1.1 Warnings

This summary contains all the sections required by the EU Prospectus Regulation to be included in a summary for a Prospectus regarding this type of securities and issuer. This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities described in this Prospectus should be based on a consideration of the Prospectus as a whole by the investor. An investment in the Company's Shares involves inherent risk and an investor investing in the securities could lose all or part of the invested capital. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might under the applicable national legislation of a Member State, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the Summary including any translation thereof, and applied for its notification, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

Name of securities	Techstep ASA (ticker:TECH)
ISIN	NO 0003095309
Issuer	Techstep ASA
Issuer's office address	Brynsalléen 4, 0667 Oslo, Norway
Issuer's postal address	Brynsalléen 4, 0667 Oslo, Norway
Issuer's LEI (Legal Entity Identifier)	5967007LIEEZXIJ9474
Issuer's phone number	+47 23 17 23 50
Issuer's e-mail	[email protected]

Issuer's website	www.techstepasa.no
The competent authority approving the Prospectus	The Financial Supervisory Authority of Norway (Nw:
	Finanstilsynet).
Visiting address, the Financial Supervisory	Revierstredet 3, 0151 Oslo, Norway
Authority of Norway
Postal address, the Financial Supervisory Authority	Postboks 1187, Sentrum 0107 Oslo, Norway
of Norway
E-mail, the Financial Supervisory Authority of	[email protected]
Norway
Date of approval of this Prospectus	14 July 2021

1.1.2 Overview of the issuer, its securities and the competent authority having approved this Prospectus

1.2 Key information on the Company

1.2.1 Who is the issuer of the securities?

Corporate information, principal activities and markets

The Company is a Norwegian public limited liability company organized and existing under the laws of Norway pursuant to the Norwegian Public Limited Liability Companies Act. The Company was incorporated in Norway

on 1 August 1996, and its registration number with the Norwegian Register of Business Enterprises is 977 037 093. Techstep is domiciled in Oslo, Norway. The Company's LEI code is 5967007LIEEZXIJ9474.

Major shareholders

As of 9 July 2021, the last practical date prior to the date of this Prospectus, the following shareholders own or control more than 5 % of the issued share capital in the Company:

Datum AS, holding 36,615,646 Shares, corresponding to approximately 17.5% of the outstanding votes and Shares.¹
Middelborg Invest AS, holding 23,528,007 Shares, corresponding to approximately 11.2% of the outstanding votes and Shares² ;
Karbon Invest AS holding 21,804,349 Shares, corresponding to approximately 10.4% of the outstanding votes and Shares³ ; and
Swedbank AB holding 19,007,443 Shares, corresponding to approximately 9.1% of the outstanding votes and Shares.

In so far as is known to the Company, no person or entity, directly or indirectly, jointly or severally, may exercise or could exercise control over the Company. The Company is not aware of any agreements or similar understandings that the operation of which may at a subsequent date result in a change of control in the Company.

Executive management

The executive management of the Company consists of the individuals as set out in the table below:

Name	Position
Marius Drefvelin	Chief Financial Officer and Interim Chief
	Executive Officer
Inge Paulsen	Managing Director Norway
Fredrik Logenius	Managing Director Sweden
Erik Haugen	Chief Commercial Officer
Mads Vårdal	Chief Product Officer

Statutory auditor

The Company's auditor is BDO AS, with business registration number 993 606 650 and registered address at Munkedamsveien 45A, 0250 Oslo.

¹ Datum AS is owned by deputy board member Jan Haudemann–Andersen. Additionally, Jan Haudemann-Andersen holds

^1,600,000 Shares through Datum Vekst AS and his aggregate holding is therefore 38,215,646 Shares (approx. 18.2% of the outstanding votes and Shares).

² In addition, Middelborg Invest AS holds 11,420,438 Shares through a forward contract with DNB Bank ASA and the aggregate holding is therefore 34,948,445 Shares (approx. 16.97% of the outstanding votes and Shares).

³ The Company's chairman Jens Rugseth is a majority shareholder in Karbon Invest AS.

1.2.2 What is the key financial information regarding the issuer?

Three months ended Year ended (NOK 1,000) 31 March 2021 31 March 2020 2020 2019 (unaudited) (unaudited) (audited) (audited) Sales revenue 305 251 292 219 1 138 943 1 127 763 Operating loss -23 999 -5 431 -10 770 -80 192 Net loss for the period -24 696 -3 391 -23 557 -64 329 Basic earnings per Share (NOK) -0,14 -0,02 -0,15 -0,40

Selected consolidated statement of comprehensive income

Selected consolidated statement of financial position

	As at 31 March		As at 31 December
(NOK 1,000)	2021	2020	2020	2019
	(unaudited)	(unaudited)	(audited)	(audited)
Total assets	1 169 609	844 013	1 199 131	817 191

Total equity	512 073	472 714	563 451	455 970
Total liabilities	657 536	371 300	635 680	361 221
Total equity and
liabilities	1 169 609	844 013	1 199 131	817 191

Selected consolidated statement of cash flow

	Three months ended		Year ended
(NOK 1,000)	31 March 2021	31 March 2020	2020	2019
	(unaudited)	(unaudited)	(audited)	(audited)
Net cash from
operating activities	93 697	-1 274	71 120	51 079
Net cash from
investing activities	-74 471	-23 334	-170 361	-18 259
Net cash from
financing activities	19 416	-3 247	79 619	-27 494

1.2.3 What are the key risks specific to the issuer?

Prospective investors should consider, among other factors, the following risks outlined below related to the Group and the industry in which it operates.

The Group's business platform is under continuous development and subject to competition. Competition may thus have a negative adverse effect on the Group's business, financial condition, results of operations or prospects.
The Group may not be able to adapt to future development of technology which could have a material adverse effect on the Group's business, financial condition, results of operations or prospects.
The Group depends on protecting its proprietary technology and intellectual property rights and failure to protects such technology and rights may lead to a competitive disadvantage and result in a material adverse effect on the Group's business, results of operations, financial condition or prospects.
The Group is exposed to risk relating to use of open source licensed software and any breach of licensing conditions and/or infringement of copyrights could have a material adverse effect on the Group's business, results of operations, financial condition or prospects.
The Group may not be able to provide successful and timely enhancements or keep pace with a significant step change in technological development which could have material adverse effect on the Group's business, results of operations or prospects.
The Group is subject to intrinsic risks regarding the implementation of its strategies and strategic alliances, including in relation to acquisitions, joint ventures and strategic alliances. Failure to identify such opportunities and partners may have an adverse effect on the Group's growth, earnings and market capitalization.

Prospective investors should consider, among other factors, the following risks relating to the legal and regulatory risk the Group is subject to:

Changes in tax laws in any jurisdiction in which the Group operates, or any failure to comply with applicable tax legislation may have a material adverse effect on the Group.
The Group is exposed to changes in the legal environment in which it operates and amendments of applicable laws and implementations of new regulations affecting the industries in these jurisdictions may have a material adverse effect on the Group's business, results of operations, financial position or prospects.

Prospective investors should consider, among other factors, the following risks relating to the Acquisition:

The Group may not realize the synergy potential and expected benefits associated with the Acquisition and such result could have an adverse effect on the Group's business, financial condition, results of operations and the ability to service the Group's indebtedness.
The Group may encounter significant difficulties in integrating the two businesses and such difficulties may have a material adverse effect on the Group's business, financial condition, results of operations or prospects.
The Transaction Agreement and its regulations of breaches of representations and warranties may not cover all the intrinsic acquisition risk.

Prospective investors should consider, among other factors, the following risks relating to the Group's financing:

The Group is exposed to different currencies and changes in foreign exchange rates, including PLN and SEK, which may have a negative effect on the Group's business, financial condition, results of operations or prospects.
The Group has economic exposure against its customers and are subject to credit risk.

1.3 Key information of the securities

1.3.1 What are the main features of the securities?

The securities' type, class and ISIN	All of the current and outstanding Shares have been created under the Norwegian Public Limited Liability Companies Act and are registered in book-entry form with
	the VPS under ISIN NO 0003095309.
	Upon approval and publication of this Prospectus, the Listing Shares will be registered in book-entry form with the VPS under the same ISIN number as the Company's current issued and outstanding Shares.
The securities'	As of the date of this Prospectus, the Company's share capital is NOK 209 629 830,
currency,	divided into 209 629 830 Shares, with each Share having a par value of NOK 1.00.
denomination, par
value, the number of	The currently issued and outstanding Shares are issued in NOK and are currently
securities issued and	traded in NOK on Euronext Expand.
the term of the
securities
The rights attached to the securities	The Company has one class of Shares and each Share carries one vote. All the Shares are validly issued and fully paid. All shareholders have equal voting rights
	in the Company.

	Pursuant to the Norwegian Public Limited Liability Companies Act, the Shares
	have equal rights to the Company's profits, in the event of liquidation and to
	receive dividend, unless all the shareholders agree otherwise. In the event of
	insolvency, the Shares will be subordinated all debt.
Restrictions on	Neither the Norwegian Public Limited Liability Companies Act nor the Articles of
transferability	Associations provide for any restrictions on the transfer of Shares or a right of first
	refusal for the Company or its shareholders. Share transfers are not subject to
	approval by the Board of Directors. The transferability of the Shares may,
	however, be restricted in certain jurisdictions, and each investor in the Company
	should inform themselves about and observe such restrictions.
Dividend policy	The Company does not have a dividend policy beyond a consensus that the
	Company's goals and strategy are to increase shareholders value and contribute
	to an attractive market for the Company's shares. Techstep has not paid dividends
	to date and does not expect to pay dividend in the coming years. Techstep's
	intention is to retain future earnings, if any, to finance operations and expansions
	of the business. Any future decision to pay dividend will depend on the Company's
	financial position, operating profit and capital requirements.

1.3.2 Where will the securities be traded?

The Shares are listed and tradable on the Oslo Stock Exchange under ticker "TECH". The Listing Shares are expected to become listed on the Oslo Stock Exchange on or about 14 July 2021, under the same ticker ("TECH") subject to the approval of the Prospectus by the NFSA. Such approval was granted on 14 July 2021.

The Company has not applied for admission to trading of the Shares on any other stock exchange or regulated market.

1.3.3 What are the key risks that are specific to the securities?

Prospective investors should consider, among other factors, the following risks relating to the Shares:

The price of the Shares may fluctuate significantly, which could cause investors to lose a significant part of their investment.
Interests of the Company's large shareholders may differ from the interests of other shareholders and the resolution of such conflict of interest may not be on favourable terms for the Company or its shareholders.

1.4 Key information on the admission of securities to trading on a regulated market

1.4.1 Under which conditions and timetable can I invest in this security?

Terms and Conditions for the Offer

Not applicable. There is no offering of Shares.

Dilution

The issuance of the Private Placement Shares resulted in an immediate dilution of approximately 12.10 % and the issuance of the Consideration Shares is expected to result in an immediate dilution of approximately⁴ 1.76 % with respect to voting rights for the Company's existing shareholders, resulting in a total dilution of approximately 13.86 %.

Proceeds and Estimated Expenses

The Subscription Price in the Private Placement per new Share was NOK 4.50, amounting to an aggregate subscription price and gross proceeds of NOK 99,999,999 all of which were cash proceeds. The total costs pertaining to the issuance of the Private Placement Shares are expected to be approximately NOK 4,000,000 implying net proceeds from the Private Placement of about NOK 95,999,999.

1.4.2 Why is this Prospectus being produced?

Reasons for the Private Placement

The main reason for the Private Placement was to raise proceeds which was used to finance the Acquisition. The proceeds may also be used for general corporate purposes.

Reasons for the Acquisition

Techstep's MMS solution is delivered via an as-a -service model to reduce complexity and cost and increase the value of mobility for enterprises. The Acquisition is expected to reduce third party software dependence and provides software and systems that strengthens Techstep's capabilities within Platform Management.

⁴ Based on the Company's issued and outstanding shares at the date of this Prospectus.

Combined with Techstep's established capabilities within asset management and advisory services, Techstep can offer customers a complete and automated MMS solution that provides control, security, compliance and lifecycle management - all on one Techstep dashboard.

Underwriting agreements

The Private Placement was fully underwritten by the Company's shareholders Middelborg Invest AS, Datum AS and Karbon Invest AS.

Material conflicts of interest in the Private Placement and the Acquisition

The Company is not aware of any interest of any natural and legal persons involved in Private Placement and the Acquisition that is material to the listing of the Listing Shares.

2 RISK FACTORS

An investment in the Company and its Shares involves inherent risk. An investor should consider carefully all information set forth in this Prospectus and, in particular, the specific risk factors set out below. An investment in the Shares is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of the entire investment. The risks and uncertainties described in this Section 2 "Risk factors" are the material known risks and uncertainties faced by the Group as of the date hereof, and represents those risk factors that the Company believes to represent the most material risks for investors when making their investment decision in the Shares.

The risk factors included in this Section 2 "Risk factors" are presented in a limited number of categories, where each risk factor is sought placed in the most appropriate category based on the nature of the risk it represents. Within each category the risk factors deemed most material for the Group, taking into account their potential negative effect for the Group and the probability of their occurrence, are set out first. This does not mean the remaining risk factors are ranked in order of their materiality or comprehensibility, nor based on a probability of their occurrence. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties in that risk factor are not genuine and potential threats, and they should be therefore be considered prior to making an investment decision. If any of the following risks were to materialize, either individually, cumulatively or together with other circumstances, it could have a material adverse effect on the Group and/ or its business, results of operations, cash flows, financial condition and/ or prospects, which may cause a decline in the value and trading price of the Shares, resulting in loss of all or part of an investment in the Shares.

2.1 Risks relating to the Group and the industry in which it operates

2.1.1 The Group's business platform is under continuous development and subject to competition

The Group's operations, revenues and profits are dependent on the Group's ability to generate sales through existing and new customers. The Group operates in a competitive market segment and the Group's success depends on its ability to meet changing customer preferences, to anticipate and respond to market and technological changes, and develop effective and competitive relationships with its customers and partners. The competition may make it difficult for the Group to attract and retain customers, resulting in lower prices for the Group's services or a loss of market share. Competition may therefore have a negative effect on the Group's business, financial condition, results of operations or prospects.

2.1.2 The Group may not be able to adapt to future development of technology

The mobility solutions and communications industry and the sale of related software is characterised by rapid changes in technology, new evolving standards, emerging competition and frequently new product and service introductions. The Group's future business prospects are to a large degree dependent on its ability to meet changing customer preferences, to anticipate and respond to technological changes and to develop effective and competitive relationships with its customers. There can be no assurance that the Group will be able to successfully respond to new technological developments and challenges or identify and respond to new market opportunities and new services. Future technological development could have material adverse effects on the Group's business, financial condition, results of operations or prospects.

In addition, the Group's efforts to respond to technological innovations and competition may require significant financial investments and resources. Furthermore, there can be no assurance that the Group will have the necessary financial and human resources to respond to new technological changes and innovations and emerging competition. If the Group is not able to adapt to future development of technology within its market segment, this could have a material adverse effect on the Group's business, financial conditions, results of operations or prospects.

2.1.3 The Group depends on protecting its proprietary technology and intellectual property rights

The success of the Group's business depends on its ability to protect and enforce trade secrets, trademarks, copyrights, and other intellectual property rights. In this respect, it should be noted that the Group has not yet registered the tradenames and trademarks for all of its products, and there can be no assurance that the Group will be successful in obtaining sufficient protection of these trademarks. Other than such trademarks not being registered, the Group will mainly be dependent on protecting its intellectual property rights through provisions in its commercial contracts and through confidentiality undertakings, and there is no guarantee that the Company will be able to provide sufficient protection through such agreements.

The Group has an active M&A strategy, and will also be subject to the risk of unsatisfactory protection of intellectual property rights in any companies that the Group may acquire, including in relation to employment agreements with lacking or unsatisfactory protection of intellectual property rights. The Group is further dependent on retaining ownership to intellectual property rights developed by its employees. In order to protect intellectual property rights as set out above, the Group may be required to spend significant resources to monitor and protect these rights.

Failure to protect the Group's proprietary technology and property rights could lead to a competitive disadvantage and result in a material adverse effect on the Group's business, results of operations, financial position, cash flows and/ or prospects.

2.1.4 The Group is exposed to risk relating to use of open source licensed software

The Group is exposed to general risk of relying on open source licensed software. While the Group may use Open Source Software subjected to "permissive" licenses, it may also use Open Source Software subjected to "copyleft licenses". While it currently ensures that such code is separated from proprietary code, should it fail to do so it may expose itself to situations violating those licensing conditions, and potentially infringing copyrights, which could have an adverse effect on the Group's business, results of operations, financial condition, cash flows and/ or prospects.

2.1.5 The Group may not be able to provide successful and timely enhancements or keep pace with a significant step change in technological development

The Group operates in markets that are highly susceptible to enhancements of solutions and technological developments. As a result, the Group's future success and profitability will be dependent upon its ability to:

Improve existing services and solutions;
Provide new services and solutions;
Address the increasingly sophisticated needs of its customers; and
Anticipate major changes in technology and respond to technological developments on a timely basis.

If the Group is not successful in upgrading its existing systems and solutions, or the technical skill set of its employees, on a timely and cost-effective basis in response to technological developments or changes in industry standards, this could have a material adverse effect on the Group's ability to retain existing customers and the ability to attract new customers, and ultimately also on the Group's business, results of operations, financial position, cash flows and/or prospects.

2.1.6 The Group is subject to intrinsic risks regarding the implementation of its strategies and strategic alliances

To become a fully integrated digital solutions provider, the strategy for building the solutions platform is through organic growth, acquisitions and partnerships. Organic growth will come from selling and delivering more solutions to existing customers, as well as acquiring new customers. As part of the Group's growth strategy, acquisitions, joint ventures and strategic alliances will be constantly evaluated. There are risks and uncertainties concerning the ability to identify and implement such opportunities and partners. The failure of identifying and implementing such partners may have an adverse effect on the Group's growth, earnings and market capitalization.

2.1.7 The Group may not be successful in expanding its operations

The Group may acquire or contract companies, enterprises or assets in the future as a part of its growth strategy. The Group may experience difficulties in developing or integrating these additional assets, businesses and/or employees into its existing operations. Future growth will depend upon a number of factors, both within and outside of the Company's control. It may not be successful in expanding its operations, and any expansion may not be profitable, or may result in losses for the Group.

2.1.8 The Group is dependent on key personnel

The Group's success depends in a large part upon its ability to recruit, motivate and retain highly skilled employees with the functional and technical skills and experience necessary to develop and deliver the Group's services. There can be no assurance that the Group will be able to recruit, motivate and retain sufficient numbers of qualified employees in the future. A failure to do so could have a material adverse effect on the Group's business, financial condition, results of operations or prospects.

2.1.9 The Group is subject to risks relating to its continued transformation from hardware to software

The Group's business and organisation is currently undergoing a fundamental transformation into a software and solution-driven mobility provider. Going forward, Techstep will focus on growing the number of managed devices, increasing sales per user, growing recurring revenues through sales of solutions, and add services managed device to increase profit that can be reinvested in the business. There are risks and uncertainties concerning the ability to implement the transformation strategy. The failure of implementing the revised strategy of transforming into a software and solution-drive mobility provider and any delays or unexpected costs incurred in the this transformation process may have a material adverse effect on the Company's business, financial condition, results of operations or prospects.

2.1.10 Failure to offer high-quality support may adversely affect the Group's relationships with its customers

The Group's customers depend on Techstep's support organization to resolve issues relating to the Group's solutions and services. The Group may not be able to provide sufficient support to its customers or to provide such support in a timely manner. Increased customer demand for these services, without corresponding increases in revenues, may increase costs and adversely affect the Group's operating results. Further, any failure to maintain high-quality support, may adversely affect the Group's reputation, its ability to sell its solutions and services to existing and prospective customers and may ultimately also affect the Group's business, results of operations, financial position, cash flows and/ or prospects in a materially adverse manner.

2.1.11 The Group relies on information technology systems to conduct its business, and disruption, failure or security breaches of these systems could adversely affect its business and results of operations

The Group relies heavily on information technology ("IT") systems in order to achieve its business objectives. The Group relies upon industry accepted security measures and technology such as access control systems to securely maintain confidential and proprietary information maintained on its IT systems, and market standard virus control systems. However, as a tech company, the Group is constantly exposed to external threats associated with data security and is under constant pressure from different external players. There is a risk of virus attacks, attempts at hacking, social manipulation and phishing scams, as well as theft of intellectual property or sensitive information belonging to the Group or its business partners. Further, the Group's portfolio of hardware and software products, solutions and services and its enterprise IT systems may be vulnerable to damage or disruption caused by circumstances beyond its control, such as catastrophic events, power outages, natural disasters, computer system or network failures, cyber-attacks or other malicious software programmes.

The failure or disruption of the Group's IT systems to perform as anticipated for any reason could disrupt the Group's business and result in decreased performance, significant remediation costs, transaction errors, loss of data, processing inefficiencies, downtime, litigation, indemnity obligations being triggered, and the loss of suppliers or customers. A significant disruption or failure could have a material adverse effect on the Group's business, results of operations, financial position, cash flows and/ or prospects.

2.1.12 The Group is exposed to risk relating to system failures, defects or errors

The Group's platform and services are based on inherently complex software technology, technology, which may have real or perceived defects, errors, failures, vulnerabilities, or bugs in the platform and the Group's products could result in negative publicity or lead to data security, access, retention or other performance issues. Any significant disruption, system failure, bugs, errors or defects could compromise the Group's ability to delivery contractual services and/or increased costs and result in the loss of customers, curtailed operations and the Group's reputation, any of which could have a materially adverse effect on the Group's business, results of operations, financial condition, cash flows and/or prospects.

2.1.13 The Group relies on the availability of licenses to third-party software and other intellectual property

The Group's solutions and products include software or other intellectual property licensed from third parties, and the Group also uses software and other intellectual property licensed from third parties in the development of these solutions and products.

The inability to obtain or maintain certain licenses or other rights or the need to engage in litigation regarding these matters, could result in delays in the release of solutions and products and could otherwise disrupt the Group's business, until equivalent technology can be identified, licensed or developed, and integrated into the solutions and products.

2.1.14 The Group may not be able to provide successful and timely enhancements or keep pace with a significant step change in technological development

Improve existing services and solutions;
Provide new services and solutions;
Address the increasingly sophisticated needs of its customers; and
Anticipate major changes in technology and respond to technological developments on a timely basis.

2.1.15 The Group's insurance coverage may not protect it against all damages or business disruptions that may arise and the Group may not carry insurance coverage for all risks related to its business

The Group has insurance coverage for its operations, including liability claims for damages and business disruptions. The Group is of the opinion that its insurance coverage is sufficient to protect the Group against disruptions related to its operations and products, but there can be no assurance that all risks are covered by its policies. There is also a risk that any insurance coverage available may be insufficient to cover some or all losses associated with damage to its assets, loss of income or other costs. In particular, certain types of risk, such as related to cyber-crime, could be, or become in the future, uninsurable or not economically insurable. The Group could consequently incur significant losses or damage to its assets or business for which it may not be compensated fully or at all. Further, there can be no assurance the Group will be able to maintain its insurance at reasonable costs or sufficient amounts in order to protect its business from every risk of disruption. If any of these risks materialize, it may have a material adverse effect on the Group's business, results of operations, financial position, cash flows and/ or prospects.

2.1.16 The Group is subject to risks in relation to the integration of acquired businesses

The Company's acquisition of the Swedish incorporated companies Optidev AB and eConnectivity AB in 2020 involved integration of businesses that previously operated independently. Such integration processes can be challenging and involve risks. There can be no assurance that the integration will be successful in the long-term or the short-term. Any delays, unexpected liabilities or unexpected costs incurred in the integration processes or failure to achieve synergies and other benefits contemplated by acquisition or the incorporation of the companies in the Group may have a material adverse effect on the Company's business, financial condition, results of operation or prospects.

2.1.17 The Group is exposed to the continuing effects of COVID-19 and the responses thereto

The COVID-19 pandemic ("COVID-19") initially impacted the Group in March 2020 by a reduction in demand for hardware as private enterprises were affected by the outbreak. Market conditions are still affected by COVID-19 and negative development in terms of new and more contagious mutations of COVID-19 and further delays in the vaccination program may affect the Group's business, results of operations financial condition and prospects, and may continue to impact the Group and its employees, customers, finance providers and business partners.

2.2 Legal and regulatory risk

2.2.1 Changes in tax laws of any jurisdiction in which the Group operates, or any failure to comply with applicable tax legislation may have a material adverse effect for the Group

The Group is subject to prevailing tax legislation, treaties and regulations in every jurisdiction in which it is operating, and the interpretation and enforcement thereof. The Group's income tax expenses are based upon its interpretation of the tax laws in effect at the time that the expense is incurred. If applicable laws, treaties or regulations change, or if the Group's interpretation of the tax laws is at variance with the interpretation of the same tax laws by tax authorities, this could have a material adverse effect on the Group's business, results of operations or financial condition.

If any tax authority successfully challenges the Group's operational structure, intercompany pricing policies, the taxable presence of its subsidiaries in certain countries, or if taxing authorities do not agree with the Group's and/or any subsidiaries' assessment of the effects of applicable laws, treaties and regulations, or the Group loses a material tax dispute in any country, or any tax challenge of the Group's tax payments is successful, the Group's effective tax rate on its earnings could increase substantially and the Group's business, results of operations, financial position and cash flows could be materially and adversely affected

2.2.2 The Group is exposed to changes in the legal environment in which it operates

In addition to being exposed to risks relating to applicable tax laws, the Group is exposed to risks related to general changes in legislation and regulatory framework in the various jurisdictions in which the Group operates. Amendments of applicable laws and implementations of new regulations affecting the industries in these jurisdictions may therefore have a material adverse effect on the Group's business, results of operations, financial position and prospects.

2.2.3 The Group is exposed to risk relating to data protection and data privacy regulations, licenses etc.

Through its operations, the Group receives, stores and processes certain personal information and other customer data. This makes the Group exposed to data protection and data privacy laws and regulations it must comply with, which all imposes stringent data protection requirements and may result in high possible penalties for noncompliance, in particular relating to storing, sharing, use, processing, disclosure and protection of personal information and other user data on its platforms. The main regulations applicable for the Group are the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the local law implementations of GDPR in the EU member states that the Group operates in, including the Norwegian Data Protection Act of 15 June 2018 no. 38.

Any failure to comply with data protection and data privacy policies, privacy-related obligations to customers or third parties, privacy-related legal obligations, or any compromise of security that results in an unauthorized release, transfer or use of personally identifiable information or other customer data, may result in governmental enforcement, actions, litigation or public statements against the Group. Any such failure could cause the users of the Group's services to lose trust in the Group, and the Group may also consider itself required to terminate agreements with relevant suppliers on such grounds and replace them with more privacy friendly options. Further, the Group may lose existing customers and/ or potential customers due to non-compliance with data protection requirements.

If third parties violate applicable laws or its policies, such violations may also put users of the Group's services at risk and could in turn have an adverse effect on the Company's business. Any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of users' personal data, or regarding the manner in which the express or implied consent of users for the collection, use, retention or disclosure of such personal data is obtained, could increase the Group's costs and require the Group to modify its services and features, possibly in a material manner, which the Group may be unable to complete and may limit its ability to store and process user data or develop new services and features.

Materialization of any of the above factors may have a negative effect on the Group's business, financial position, results of operations or prospects.

2.3 Risks related to the Acquisition

2.3.1 The Group may not realize the synergy potential and expected benefits associated with the Acquisition

The synergy potential, the expected benefits and similar estimates associated with the Acquisition are the Group's own estimates, and any of these could be inaccurate and therefore such estimates may prove to be inaccurate or the objectives and plans expressed in these estimates may not be achieved. If the actual results from the completion of the Acquisition are less favorable than estimated, such results could have an adverse effect on the Group's business, financial condition, results of operation and the ability to service the Group's indebtedness.

2.3.2 The Group may encounter significant difficulties in integrating the two businesses

The Acquisition will involve integration of businesses that previously operated independently. Such integration processes can be challenging and involve risks. There can be no assurance that the integration will be successful. Any delays, unexpected liabilities or unexpected costs incurred in the integration processes or failure to achieve synergies and other benefits contemplated by Acquisition or the incorporation of the companies in the Group may have a material adverse effect on the Company's business, financial condition, results of operations or prospects.

2.3.3 The Transaction Agreement and its regulation of breaches of representations and warranties may not cover all the intrinsic acquisition risks

The sellers of Famoc have agreed to certain representations and warranties in the Transaction Agreement. There can however be no assurance that the Group will recover any sum in relation to losses caused by breaches of Famoc's representations and warranties, or that the representations and warranties contained in the share purchase agreement cover all the risks associated with the Acquisition or Famoc. Should any of these intrinsic acquisition risks materialize, this may have a negative effect on the Company's business, financial condition, results of operations or prospects.

2.3.4 The Company and Famoc will be subject to business uncertainties that could affect the companies' combined business

The combined businesses of the Company and Famoc will be exposed to several uncertainties, such as to how the completion of the Acquisition will effect employees, customers, business partners and other third parties, which may have a material adverse effect on the Group and Famoc. Such uncertainties may also impair the Group's or Famoc's ability to attract and retain key personnel until the Acquisition is completed and for a period afterwards, and could also induce customers, business partners and/or similar third parties to change existing business relationships. Should one or more of these uncertainties materialize, this could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

2.4 Risks relating to the Group's financing

2.4.1 The Group is exposed to different currencies

The Group's operations are currently conducted in Norway and Sweden, and the majority of the Company's revenues and costs are therefore mainly in NOK and SEK. Following the completion of the Acquisition, however, the Group's operations will also be conducted in Poland and the Company's revenues and costs will be in PLN in addition to NOK and SEK. The Company is to some extent exposed to other currencies than the ones mentioned above. Changes in foreign exchange rates in addition to SEK and PLN (following completion of the Acquisition), to the extent the Company has not hedged such changes, may have a negative effect on the Company's business, financial condition, results of operations or prospects. In addition, as the Company reports its consolidated results in Norwegian kroners, the value of the Norwegian krone relative to its foreign subsidiaries' functional currencies will affect its consolidated income statement and consolidated statement of financial position when those subsidiaries' operating results are translated into Norwegian kroners for exporting purposes.

2.4.2 The Group has economic exposure against its customers and are subject to credit risks

The Company has economic exposure against its customers in its ordinary course of business (trade receivables). Any bankruptcy, insolvency or inability by the Company's customers to pay their invoices when they fall due may adversely affect the Company's business, financial condition, results of operations or prospects.

2.5 Risks related to the Shares

2.5.1 The price of the Shares may fluctuate significantly, which could cause investors to lose a significant part of their investment

The trading price of the Company'sshares could fluctuate significantly in response to a number of factors beyond the Company's control, including quarterly variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, announcements by the Company or its competitors of new product and service offerings, significant contracts, acquisitions or strategic relationships, publicity about the Company, its products and services or its competitors, lawsuits against the Company, unforeseen liabilities, changes in management, changes to the regulatory environment in which it operates or general market conditions.

The Consideration Shares are subject lock-up, resulting in a number of the Company's shares being subject to trading restrictions for a longer period of time. When the lock-up periods end, such restrictions are removed and the shares are freely transferable. Any sales of substantial amounts of the shares in the public market, or the perception that these sales might occur, could lower the market price of the shares.

In recent years, Oslo Stock Exchange has experienced wide price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies.

2.5.2 Future sales, or the possibility for future sales, including by existing shareholders, of substantial number of shares may affect the shares' market price

The market price of the shares could decline as a result of sales of a large number of shares in the market on the perception that such sales could occur, or any sale of shares by any of the Company's existing shareholders from time to time. Such sales, or the possibility that such sales may occur, might also make it more difficult for the Company to issue or sell equity securities in the future at a time and at a price it deems appropriate.

2.5.3 Future issuances of Shares or other securities may dilute the holdings of shareholders and could materially affect the price of the Shares

It is possible that the Company may in the future decide to offer additional Shares or other equity- based securities through directed offerings without pre-emptive rights for existing holders. Any such additional offering could reduce the proportionate ownership and voting interests of holders of Shares, as well as the earnings per Share and the net asset value per Share.

3 RESPONSIBILITY FOR THE PROSPECTUS

The Company's Board of Directors accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and that the Prospectus makes no omissions likely to affect its import.

14 July 2021

The Board of Directors of Techstep ASA

Ingrid Elvira Leisner Director

Jens Rugseth Chairman

Melissa Ann Mulholland Director

Anders Brandt Director

4 GENERAL INFORMATION

4.1 The approval of this Prospectus by the Norwegian Financial Supervisory Authority

The Financial Supervisory Authority of Norway (Nw: Finanstilsynet) (the NFSA) has reviewed and approved this Prospectus, as competent authority under the EU Prospectus Regulation. The NFSA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation, and such approval should not be considered an endorsement of the issuer or the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Shares in the Company. The Prospectus was approved by the Norwegian FSA on 14 July 2021.

This Prospectus is valid for a period of 12 months from the date of approval by the NFSA.

4.2 Simplified prospectus in accordance with Article 14 of the Prospectus Regulation

This Prospectus has been drawn up as part of a simplified prospectus regime in accordance with Article 14 of the EU Prospectus Regulation and the level of disclosures in this Prospectus is in accordance with that regime.

4.3 Other important investor information

The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. In accordance with Article 23 of the Prospectus Regulation, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, occurring between the time of approval of this Prospectus by the Norwegian FSA and the Listing of the Private Placement Shares on the Oslo Børs, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus shall under any circumstances imply that there has been no change in the Group's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus.

No person is authorised to give information or to make any representation concerning the Group other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Group or by any of its affiliates, representatives, advisors or selling agents of any of the foregoing.

4.4 Presentation of financial and other information

4.4.1 Financial information

The Group's audited consolidated financial statements as of, and for the year ended, 31 December 2020, which includes comparative figures for the year ended 31 December 2019, has been prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS"). The audited consolidated financial statements as of, and for the year ended, 31 December 2020, which includes comparative figures for the year ended 31 December 2019, are hereinafter referred to as the "Annual Financial Statements" and have been incorporated by reference into this Prospectus. The Company's unaudited financial statements as of and for first three months of 2021 and for the three months period ended 31 March 2021, with comparable figures for 2020 (the "Interim Financial Statements"), has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the EU and is also incorporated by reference into this Prospectus.

Please refer to Section 14 "Incorporation by reference and documents" for further information on documents incorporated by reference.

The Annual Financial Statements have been audited by the Company's auditor, BDO AS, as set forth in their report included in the Annual Financial Statements.

The Company presents the Historical Financial Information in NOK (presentation currency).

4.4.2 Industry and market data

This Prospectus contains statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Company's business and the industries and markets in which it operates. Unless otherwise indicated, such information reflects Techstep's estimates based on analysis of multiple sources, including data compiled by professional organisations, consultants and analysts and information otherwise obtained from other third party sources, such as annual and interim financial statements and other presentations published by listed companies operating within the same industry as Techstep, as well as its internal data and its own experience, or on a combination of the foregoing.

Although Techstep believes its estimates to be reasonable, these estimates have not been verified by any independent sources, and Techstep cannot assure prospective investors as to their accuracy or that a third party using different methods to assemble, analyse or compute market data would obtain the same results. In addition, behaviour, preferences and trends in the marketplace tend to change. Techstep does not intend and does not assume any obligations to update industry or market data set forth in this Prospectus.

Industry publications or reports generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. Techstep has not independently verified and cannot give any assurances as to the accuracy of market data contained in this Prospectus that was extracted from these industry publications or reports and reproduced herein. Market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market.

As a result, prospective investors should be aware that statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data in this Prospectus and projections, assumptions and estimates based on such information may not be reliable indicators of Techstep's future performance and the future performance of the industry in which it operates. Such indicators are necessarily subject to a high degree of uncertainty and risk due to the limitations described above and to a variety of other factors, including those described in Section 2 "Risk factors" and elsewhere in this Prospectus.

4.4.3 Other information

In this Prospectus, all references to "NOK" are to the lawful currency of Norway, all references to "USD" are to the lawful currency of the United States and all references to "EUR" are to the lawful common currency of the EU member states who have adopted the Euro as their sole national currency. The Historical Financial Information is published in USD.

4.4.4 Rounding

Certain figures included in this Prospectus have been subject to rounding adjustments (by rounding to the nearest whole number or decimal or fraction, as the case may be). Accordingly, figures shown for the same category presented in different tables may vary slightly. As a result of rounding adjustments, the figures presented may not add up to the total amount presented.

4.4.5 Cautionary note regarding forward-looking statements

This Prospectus includes forward-looking statements that reflect the Group's current intentions, beliefs or current expectations concerning, among other things, financial position, operating results, liquidity, prospects, growth, strategies and the industries and markets in which the Group operates. These forward-looking statements can be identified by the use of forward-looking terminology, including 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. Forward-looking statements as a general matter are all statements other than statements as to historic facts or present facts or circumstances. They appear in a number of places throughout this Prospectus, including, without limitation, in Section 2 "Risk factors", and include, among other things, statements relating to:

the Group's strategy, outlook and growth prospects and the ability of the Group to implement its strategic initiatives;
the Group's future results of operations;
the Group's financial condition;
the Group's working capital, cash flows and capital investments;
the Group's dividend policy;
the impact of regulations on the Group;
general economic trends and trends in the Group's industries and markets; and
the competitive environment in which the Group's operates.

Prospective investors in the Shares are cautioned that forward-looking statements are not guarantees of future performance and that the Group's actual financial position, operating results and liquidity, and the development of the industries and markets in which the Group operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Prospectus. The Group can provide no assurances that the intentions, beliefs or current expectations upon which its forward-looking statements are based will occur. These forward-looking statements are subject to risks, uncertainties and assumptions, including those discussed elsewhere in this Prospectus.

These forward-looking statements speak only as of the date of this Prospectus. Save as required by Article 23 of the EU Prospectus Regulation or by other applicable law, the Group expressly disclaims any obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Group or to persons acting on the Group's behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Prospectus. Accordingly, prospective investors are urged not to place undue reliance on any of the forward-looking statements herein.

5 INFORMATION CONCERNING THE SECURITIES ADMITTED TO TRADING

5.1 The Consideration Shares

The Consideration Shares were issued as partly settlement of the purchase price for Famoc. The subscription price for the Consideration Shares was NOK 5.18 per Consideration Share which was the equivalent of 40 trading days volume weighted average price immediately preceding the signing date of the Transaction Agreement, and has been issued pursuant to the board authorization granted by the Annual General Meeting on 22 April 2021.

The share capital increase pertaining to the Consideration Shares have been registered with the Norwegian Register of Business Enterprises, and will be issued in VPS and delivered to the Sellers' upon approval and publication of this Prospectus. The Consideration Shares will be issued in VPS with the Company's ordinary ISIN and be tradable on the Oslo Stock Exchange under the ticker "TECH".

The Consideration shares is subject to a lock-up period as further described in Section 5.7.

For more details about the Acquisition, see Section 7.

5.2 The background for the Private Placement, the purpose of and the use of proceeds

5.2.1 Overview

The terms and conditions of the Private Placement are set out in Section 5.4.

The Company completed the Private Placement on 20 May 2021 of 22,222,222 Private Placement Shares directed towards certain institutional and professional investors. The Private Placement was approved by the Company's Board of Directors pursuant to an authorization to issue new shares in connection with private placements resolved by the Annual General Meeting in the Company on 22 April 2021. The net proceeds of the Private Placement will be used to finance the cash consideration for the Acquisition and for general corporate purposes. Arctic Securities AS and SpareBank 1 Markets AS acted as joint managers in the Private Placement.

The Private Placement deviated from the Company's shareholders' existing preferential rights to subscribe for Private Placement Shares. The Board of Directors considered it was appropriate, and in the joint interest of the Company and its shareholders, to deviate from the shareholders' preferential rights as the Private Placement was an opportunity to raise equity in a quick and efficient manner, it was necessary in order to finance the Acquisition, the subscription price of NOK 4.50 per Placement Share represented a limited discount compared to the closing price on 20 May 2021 and a substantial number of Private Placement Shares were allocated to external investors and thereby strengthening the Company's shareholder base. Based on the foregoing, the Board of Directors also deemed that a subsequent offering to the Company's existing shareholders' was not necessary.

The Private Placement Shares could not be admitted to trading prior to approval and publication of this Prospectus. As such, and also to facilitate a delivery-versus-payment settlement of the Private Placement Shares on or about 26 May 2021, the delivery of Private Placement Shares was settled with existing unencumbered and already listed Shares in the Company pursuant to the Share Lending Agreement between the Company, the Managers and the Lender.

The share loan pursuant to the Share Lending Agreement was settled by the Managers on 2 June 2021 with the Private Placement Shares, which were delivered immediately upon registration of the associated share capital increase being registered in the Norwegian Register of Business Enterprises on 29 May 2021. The admission of the Private Placement Shares to trading on the Oslo Stock Exchange remained subject to approval and publication this Prospectus in accordance with Article 3 of the EU Prospectus Regulation.

Upon registration of the share capital increase associated with the Private Placement Shares, the Shares borrowed from the Lender were issued on a separate and non-tradable ISIN Number and, immediately after the approval and publication of this Prospectus, such Private Placement Shares shall be transferred to the ordinary ISIN number of the Company's Shares that are traded on the Oslo Stock Exchange.

Prior to the consummation of the Private Placement and the Acquisition, the Company's share capital was NOK 183,728,397, divided into 183,728,397 Shares, each with a par value of NOK 1.00. Following registration of the share capital increase in conjunction with the Private Placement and the issuance of the Consideration Shares, the Company has an issued share capital of NOK 209,629,830 divided into 209,629,830 Shares, each with a par value of NOK 1.00.

5.2.2 Subscription Price

The Subscription Price of NOK 4.50 per Private Placement Share was determined through an accelerated bookbuilding process. The Subscription Price was announced through the Oslo Stock Exhange's electronic information system, NewsWeb, on 20 May 2021.

5.2.3 Allocation, payment for and subscription of the Private Placement Shares

The application period for the Private Placement ran from and including 20 May 2021 at 16:30 (CET) to and including 20 May 2021 at 18:30 (CET). The minimum amount of application was EUR 100,000. Any application to subscribe for shares was irrevocable and could not be withdrawn from the respective applicant. The Private Placement and the allocation of the Private Placement Shares were approved by the Board on 20 May 2021.

Notifications and payment instructions for the Private Placement were sent to the applications on or about 21 May 2021. The total subscription amount for the Private Placement Shares was timely paid in full to the designated share issue account within the payment deadline. The share capital increase associated with the Private Placement Shares was registered in the Norwegian Register of Business Enterprises on 29 May 2021.

For settlement of the Share Lending Agreement, see Section 5.2.1.

5.3 Admission to trading

The Company's Shares are listed on the Oslo Stock Exchange under the ticker-code "TECH".

The listing of the Listing Shares on the Oslo Stock Exchange is subject to the approval of the Prospectus by the Norwegian FSA pursuant to the rules of the Norwegian Securities Trading Act. Such approval was granted on 14 July 2021. After the approval and publication of this Prospectus, the Private Placement Shares shall immediately be transferred to the ordinary ISIN number of the Company's Shares that are traded on the Oslo Stock Exchange and thus be listed. The Consideration Shares will at the same time be issued in VPS with the Company's ordinary ISIN.

The registrar in the VPS for the Shares is DNB Bank ASA, Verdipapirservice, Dronning Eufemias gate 30, NO-0191, Oslo, Norway.

The Company has not entered into any underwriting agreement, stabilization agreements, market making agreements or similar agreements for trading of its Shares on the Oslo Stock Exchange.

5.4 Resolutions to issue the Listing Shares

The resolutions to issue the Listing Shares was made by the Board of Directors pursuant to the authorization granted by the Annual General Meeting on 22 April 2021.

5.5 Dilution

The net asset value in the Interim Financial Statements on 31 March 2021 was NOK 512 073 293, which translates to NOK 2,794 per Share outstanding before the share capital increases in connection with the Private Placement and the Acquisition. The subscription price for the Consideration Shares was NOK 5.18 per Consideration Share and the subscription price in the Private Placement was NOK 4.50 per Private Placement Share.

	Prior to the Transactions	Subsequent of the Transactions
Number of Shares each with a nominal value of NOK	183,728,397	209,629,830
1.00
% dilution		12.36

The dilutive effect following the consummation of Transactions is summarized in the table below:

5.6 Shareholder's rights relating to the Listing Shares

The Company has one class of Shares, and all Shares carry equal rights as set out in Section 4-1(1) first sentence, of the Norwegian Public Limited Companies Act. The Shares are registered in the VPS with ISIN NO 0003095309 (save for the Listing Shares which will be registered in VPS with such ISIN following publication of this Prospectus). The Shares are issued in NOK and are quoted and traded in NOK at the Oslo Stock Exchange.

The rights attached to the Listing Shares are equal to those attached to the Company's existing Shares, and shareholders obtained the right to receive dividend from the Listing Shares upon the registration of the associated share capital increases in the Norwegian Register of Business Enterprises. The issuance of the Listing Shares deviated from the preferential rights of the Company's existing shareholders. With regards to the Private Placement Shares, the reason for such deviation was to carry out a fund raising in an efficient manner and without the significant discount typically seen in rights issues, and for the purposes of securing the financing of the Acquisition. With regards to the Consideration Shares, the reason for such deviation was to secure settlement of parts of the consideration payable under the Acquisition.

See Section 10.10 "Certain aspects of Norwegian law" on details concerning the rights attached to Shares and issues regarding shareholding in a Norwegian Public Limited Company.

5.7 Lock-up

The Consideration Shares are subject to a lock-up period, of which 1/3 of the Consideration Shares will be released every 12 months following Closing. Other than this, the Company has not entered any lock-up arrangements in conjunction with the Transactions. For more details about the Acquisition, see Section 7.3.

5.8 Expenses

The gross proceeds to the Company for the Private Placement Shares were NOK 100 million, all of which were cash proceeds.

The Company will bear the fees and expenses relating to the Listing Shares, which are estimated to amount to up to approximately NOK 4 million. The net proceeds from the Private Placement is approximately NOK 96 000 000. No expenses or taxes have been charged by the Company to the subscribers in the Private Placement and to Famoc in conjunction with the issuance of the Consideration Shares.

5.9 Advisors

Advokatfirmaet CLP DA has been acting as the Company's legal advisor in connection with the Private Placement. Arctic Securities AS and SpareBank 1 Markets AS acted as joint managers in the Private Placement.

Advokatfirmaet CLP DA and Seewald have been acting as legal advisors to Techstep in connection with the Acquisition in relation to Norwegian and Polish law, respectively. Nordhaven corporate finance and Deloitte have been acting as financial advisors to Techstep in conjunction with the Acquisition.

5.10 Interest of Natural and Legal Persons Involved in the Transactions

One existing shareholder in the Company provided the Managers with a share loan in accordance with the Share Lending Agreement to facilitate delivery of listed shares to the investors in the Private Placement on a payment versus delivery basis as further set out in Section 5.2.

The Managers or their affiliates have provided from time to time, and may provide in the future, financial advisory, investment and commercial banking services, to the Company and its affiliates in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. The Managers do not intend to disclose the extent of any investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

There is no interest of any natural and legal person involved in the Transactions, including any conflict of interest, that has been material to the Transactions.

6 PRESENTATION OF TECHSTEP AND ITS BUSINESS

6.1 Introduction

The Company was founded in 1996 as a private limited liability company under the name Birdstep Technology AS, later Birdstep Technology ASA. In 2016, the Company completed a reverse takeover and it changed its name to Techstep ASA in the process. The Company's commercial name is Techstep. The Company is organized as a public limited liability company with organisation number 977 037 093. The Company is listed on the Oslo Stock Exchange with ticker "TECH".

6.2 Techstep's business objectives and strategy

Techstep is building to become a Nordic leader in Managed Mobility Services that benefits workers, enterprises, society and the planet.

More and more private and public enterprise companies are seizing the opportunity of making mobile work tools and data available to employees on all types of devices and in every possible location. They do so in order to improve productivity and operational efficiency, as well as to enhance employee engagement and satisfaction. Techstep enables this transformation by combining robust, safe and smart tools to make work mobile at lower total costs of ownership, and with focus on sustainability. Techstep is purpose-built to service mobility needs through Managed Mobility Services ("MMS"). The time has come to let Nordic enterprises and their workforce truly enjoy the value of mobility.

Built on a decade of telecoms, communications and security experience, Techstep is at the forefront of the digital workplace. Techstep supplies the devices you love, the software you want, and the security you need, whilst giving you full control, support and overview, wherever and whenever you need it.

Techstep is on a journey fundamentally transforming itself into a software and solution-driven mobility provider. Techstep's own IP, software and mobility expertise, in addition to its growth and acquisitions strategy, has enabled the company to develop and acquire the building blocks necessary to build a leading MMS provider in the Nordic region.

6.3 Business description

Techstep is predominantly a B2B solutions and services provider in the IT niche for Managed Mobility Services. The Company's main offering consists of advisory services bundled with software solutions related to managing and delivering mobile devices such as smartphones and tablets. Techstep aims to provide enterprise customers with a full suite of mobile solutions which are set up to meet the requirements of the relevant organization, including advisory services. This enables enterprises and their employees to do their work across mobile devices and locations, with a high degree of security and operational stability.

The Company's offering aids users and enterprises in reducing IT complexity and costs through providing readyto-go mobile devices that have relevant software, solutions for centralized setups and updates of apps, security features, etc., as well as device financing and lifecycle management. As the general workforce becomes more mobile and able to conduct large parts of their work away from the office or computer, Techstep's offering becomes increasingly relevant.

As further described in Section 6.4, Techstep divides its core business into solutions denoted Asset Management, Platform Management and Advisory Services. The Company's customers have different levels of requirements and utilize Techstep's stack of services to varying degrees. A customer with very basic requirements will only use a fraction of the Company's full offering, whilst more digitally advanced customers could engage in all aspects from pure product sales through Asset Management, Platform Management and Advisory Services. In terms of gross margin contributions, Techstep will typically generate improved financials per device as customers become more evolved and use an increased portion of the Company's service stack.

Historically, the Company has been more tilted towards hardware and this remains the main component in Techstep's reported revenue. As per Q1 2021, Techstep's revenues consisted of 75% hardware sales while the remaining 25% originated from services, software, advisory and commissions.

A typical hardware contract relates to sales of physical mobile devices, mostly from Apple or Samsung. Techstep also has a circular capability in collecting used devices with a view to have these recycled. The mobile devices are either sold in bulk deliveries and thereby contractually non-recurring, or through a managed services solution over the contract period.

As customers transform and evolve into using an increased share of Techstep's solutions, the Company further aspires to generate an increased part of its revenues from services, software and advisory. Software revenues, as well as a majority of services rendered such as maintenance and support, are based on a fee per users per month on a recurring revenue model.

As at current, Techstep manages a portfolio of approximately 550 enterprise customers that, in turn, represent a total of around 200,000 mobile devices. Save for the geographies added through the acquisition of Famoc, Techstep's customers are mainly located in Norway, Denmark and Sweden. Customers are served by around 300 staff (excluding that of Famoc).

The below sets out a selection of Techstep's key metrics and an overview of selected enterprise customers:

6.4 Products

As introduced in Section 6.3, Techstep has established three core business areas being Asset Management, Platform Management and Advisory Services. A further description of the products and business areas is set out below.

Asset Management

Techstep's Asset Management offering consists of managing individual mobile devices through the device lifecycle. This entails product sales, pre-delivery setup with relevant software, apps, security features and similar. Techstep will typically follow the device all the way through its lifecycle until it is discarded and replaced. The Company also facilitates device financing for its customers.

Platform Management

The Company's Platform Management offering entails centralized setups and updates of apps, security features and similar, based on an enterprise's overall policy and preference. All enterprise devices will be registered and synced with a central dashboard, enabling administration to ensure all devices contain purposeful software solutions and are all synchronized.

Advisory Services

The possibilities within Managed Mobility are substantial and evolving at a fast pace. For an enterprise that has IT as a support function more than a core focus, it can be challenging to grasp the full spectrum of opportunities within Managed Mobility. Techstep employs an experienced team of Managed Mobility experts that provides relevant customers with advise on how they can harvest the benefits of mobile technology in a meaningful way. This entails Techstep staff communicating with existing and prospective customers on what they believe to be the optimal Managed Mobility setup for the relevant customer organisation. Revenues will be generated from implementation projects and establishing new routines and services for the customers, followed by maintenance and support serviced rendered by Techstep.

The Group's agreement with AB Storstockholms Lokaltrafik

To exemplify the type of agreements that the Group enters into with customers, reference is made to the Company's stock exchange announcement on 22 June 2021 whereby it was announced that the Group's wholly owned subsidiary Optidev B had signed an agreement with Swedish public transport company AB Storstockholms Lokaltrafik ("SL") to deliver a complete MMS – solution. This agreement includes all the components highlighted in this Section 6.4: Advisory Services, Platform Management and Asset Management. The MMS solution will use software developed by Optidev AB to deliver an integrated public transport ticketing system, with operational support services for the complete software and hardware solution. It's thus expected that the Group's MMS offering will improve workflows and increase operational efficiency, while at the same time reduce IT complexity for SL.

An overview of Techstep's core business areas and products is set out below:

6.5 Significant changes in operating activities

There has not been any significant change in the operating and principal activities of the Group since 31 December 2020.

6.6 Material contracts outside the ordinary course of business

Neither the Company nor any member of the Group has entered into any material contracts outside the ordinary course of business for the two years prior to the date of this Prospectus. Further, the Group has not entered into any other contract outside the ordinary course of business which contains any provision under which any member of the Group has any obligation or entitlement.

6.7 Legal and arbitration proceedings

From time to time, the Group is involved in litigation, disputes and other legal proceedings arising in the normal course of its business. Neither the Company nor any other company in the Group is, nor has been, during the course of the preceding 12 months involved in any legal, governmental or arbitration proceedings which may have, or have had in the recent past, significant effects on the Company's and/or the Group's financial position or profitability, and the Company is not aware of any such proceedings which are pending or threatened.

7 ACQUISITION OF FAMOC

7.1 Overview

On 10 May 2021, Techstep entered into the Transaction Agreement with the owners of Famoc S.A, Famoc Software Limited and Santa Rita Private Ventures sp. Z.o.o (jointly, the "Sellers") to acquire the entire share capital of Famoc⁵ and the Acquisition was consummated on 1 July 2021⁶ . Closing was subject to customary closing conditions. Closing was not subject to any regulatory approvals.

7.2 Background and transaction rationale

Techstep is purpose-built to become a leading MMS provider in the Nordics. Techstep combines device management, software, hardware and connectivity into a managed service. Techstep's MMS solution is delivered via an as-a-service model to reduce complexity and cost and increase the value of mobility for enterprises. The Acquisition is expected to reduce third party software dependence and provides software and systems that strengthens Techstep's capabilities within platform management. Combined with the Company's established capabilities within asset management and advisory services, Techstep can offer customers complete and automated MMS solution that provides control, security, compliance and lifecycle management – all on one Techstep dashboard.

7.3 Description of the Acquisition

The total purchase price for Famoc was PLN 47,000,000 (equivalent to approximately NOK 103 million) on a cash and debt free basis. The purchase price was calculated based on a closing balance sheet of Famoc as of Closing. On Closing, the purchase price was settled with PLN 5.3 million in a seller's credit, PLN 8,700,000 by the issuance of the Consideration Shares and an estimated cash amount of approximately PLN 35.9 million. The seller's credit accrue WIBOR 3M plus 3 p.p. margin interest rate per annum and matures in equal instalments 12,24 and 36 months after Closing. On the date which falls 18 months after Closing, the Sellers may require to partly convert the seller's credit up to an amount which equals 50% of the initial amount of sellers' credit to Techstep Shares. The conversion price shall in that regard be based on 40 days volume weighted average price immediately preceding the date which falls 18 months after Closing.

For further details regarding the Consideration Shares, see Section 5.1 and 5.7.

7.4 Financing of the Acquisition

The Acquisition was fully financed by the Private Placement as further described in Section 5.2 and a NOK 34 million acquisition loan with DNB as lender.

7.5 Description of the Target

Famoc was founded in Poland in 2006 with offices in Gdansk and Warsaw. Famoc delivers software solutions for mobility management to small and medium enterprises and other enterprises via channel partners, and offer products within the software categories to manage mobile services and secure mobility in business, security software to defend confidential data, and software that locks down the devices of users with overdue payments.

⁵ Defined in this Prospectus as the Acquisition.

⁶ Defined in this Prospectus as Closing

8 BOARD OF DIRECTORS AND MANAGEMENT

8.1 Board of Directors

8.1.1 General

The Board of Directors of Techstep is responsible for the supervision and administration of the Company's affairs and for ensuring that the Company's operations are organized in a satisfactory manner. For more details pertaining to the obligations of the Board of Directors, see Section 10.10.

8.1.2 Overview of the Board of Directors

The Company's Articles of Association provide that the Board of Directors shall consist of a minimum of three and a maximum of seven Board Members elected by the Company's shareholders. The names and positions and current term of office of the Board Members as at the date of this Prospectus are set out in the table below.

Name	Position	Served since	Term expires	Shares held
Jens Rugseth	Chairman	February 2019	AGM 2023	21,804,3497
Ingrid Leisner	Board member	January 2016	AGM 2023	601,5628
Anders Brandt	Board member	April 2018	AGM 2023	1,797,5329
Melissa Ann Mulholland	Board member	April 2021	AGM 2023	N/A
Jan Haudemann-Andersen	Deputy member	June 2018	AGM 2023	38,215,64610

The composition of the Board of Directors is in compliance with the independence requirements of the Corporate Governance Code (as defined below), meaning that (i) the majority of the shareholder elected members of the Board of Directors is independent of the Company's executive management and material business contacts, (ii) at least two of the shareholder elected Board Members are independent of the Company's main shareholders (shareholders holding more than 10% of the Shares in the Company), and (iii) no members of the Company's Management serves on the Board of Directors.

The Company's registered business address Brynsalléen 4, 0667 Oslo, Norway, serves as the c/o address for the Board Members in relation to their directorship of the Company.

8.1.3 Brief biographies of the members of the Board of Directors

Set out below are brief biographies of the members of the Board of Directors Techstep as of the date of this Prospectus.

Jens Rugseth, Chairman

Mr. Rugseth is a co-founder and Chairman of the Board of Crayon Group ASA and Link Mobility Group ASA. He has been a serial founder of a number of companies within the IT sector over the past 30 years. Mr. Rugseth has also held the position of Chief Executive Officer with some of the largest IT companies in Norway, including ARK

⁷ Shares are held through Karbon Invest AS

⁸ Shares are held through Duo Jag AS, which is partly owned by Ingrid Leisner

⁹ Shares are held through Anders Brandt's controlled company Idekapital ASA

¹⁰ Shares are held through Datum AS and Datum Vekst AS.

ASA, Cinet AS and Skrivervik Data AS. Mr. Rugseth studied business economics at the Norwegian School of Management. Jens Rugseth is a Norwegian citizen, currently residing in Oslo, Norway.

Ingrid Leisner, Board member

Ms. Leisner's directorships include current board positions for Self Storage Group ASA, Norwegian Air Shuttle ASA, Maritime and Merchant ASA and Xplora Technologies AS. Ms. Leisner has a background as a trader of various oil and gas products in her 15 years with Statoil ASA. Her years of experience of, and expertise in, business strategy, M&A, management consulting and change management have been very valuable when serving on the boards of several companies listed on Oslo Stock Exchange. She holds a Bachelor of Business degree with honours from the University of Texas in Austin.

Anders Brandt, Board member

Mr. Brandt has more than 20 years of experience in international entrepreneurship, technology, venture capital and digital services. He is managing partner in the venture capital fund Idekapital, and has co-founded and exited numerous companies, including DinSide, OMG, Viken Fibernett, Mytos, Meshtech and Bubbly Group. Brandt has 14 years of board experience for listed companies on Oslo Stock Exchange and Nasdaq Stockholm, including several tech companies.

Melissa Ann Mulholland, Board member

Ms. Mulholland is Chief Executive Officer of Crayon, a digital transformation expert that through innovation and services helps companies worldwide leverage the power of technology to drive the greater good. Prior to Crayon, Melissa spent 12 years at Microsoft, leading strategy and business development worldwide to help businesses be profitable through cloud transformation. Prior to Microsoft, she spent two years at Intel Corporation, driving a cross-company analysis into the effectiveness of using recycled chips for solar technology, to reduce fixed costs. This work contributed to Intel's success in ranking as one of the top 10 "Greenest" U.S. companies. Melissa is an entrepreneurial technologist, focused on applying technology to improve the quality of life for all. She has authored 12 books focused on how to build a business in the Cloud and is a board advisor for SHE, Europe's largest gender equality conference. Ms. Mulholland holds an MA in Business Administration and Strategic Management from Regis University in Colorado. A US national, she lives in Oslo, Norway.

8.2 Management

8.2.1 Overview of the Management

The Group's management team consists of six individuals. The names of the members of the Management as at the date of this Prospectus, their respective positions and shares and share options held by each member, are presented in the table below:

Name	Current position within the Group	Share options	Shares held
Marius Drefvelin	CFO and Interim CEO	1,663,720	63,364
Erik Haugen	CCO	1,156,726	4,672
Mads Vårdal	CPO	1,156,726	5,019
Inge Paulsen	MD Norway	1,156,726	150,000
Fredrik Logenius	MD Sweden	229,660	9,469,399

The Company's business address serves as C/O address for the members of Management in relation to their employment with the Company. In addition to those members of Management listed above, the Company has recruited Børge Astrup to the position of CEO. Astrup will assume this position as of 1 August 2021. Astrup holds 32,396 Shares in the Company through his controlled company Giraff AS.

8.2.2 Brief Biographies of the members of Management

Set out below are brief biographies of the members of the Management, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Company and names of companies and partnerships of which a member of the Management is or has been a member of the administrative, management or supervisory bodies or partner the previous five years (not including directorships and executive management positions in subsidiaries of the Company).

Marius Drefvelin, CFO and Interim CEO

Mr. Drefvelin has both operational and transactional experience from his current and previous work, including driving operational improvements, restructuring and integration. Mr. Drefvelin came from the position as Group CFO of Creuna, a leading Nordic technology and communications consultancy firm with 350 employees. Prior to this, he has experience with transactions and investments both as an advisor and investor at Deloitte, Jebsen Asset Management and KPMG.

Mr. Drefvelin has a B.Sc. in Finance and a B.Sc. in Economics from the University of Utah, USA. Moreover, he is a Certified European Financial Analyst from the Norwegian School of Economics.

Mr. Drefvelin will assume the position as the Company's CFO once Børge Astrup steps in as CEO on 1 August 2021.

Erik Haugen, CCO

Mr Haugen is an international business professional, bringing with him broad commercial experience within finance, telecommunications, consumer electronics, the entertainment licencing industry, as well as IT.Following his business administration studies at BI Norwegian Business School, Mr Haugen spent 12 years in London working with focus on sales, marketing and business management for companies like Pioneer and Sony Ericsson, before moving into international movie and music licensing, joining The Licensing Agency Ltd. in 2005. Since returning to Norway in 2009, Mr Haugen first joined Norwegian Air Shuttle ASA to start up their mobile communications initiative. Subsequently he moved into finance and professional services sales at Lindorff AS (now Intrum) in 2011 where he has been responsible for strategic sales, key account management and business development for a large portfolio of clients within telecoms, utilities, trade, SME and public sector.

Mads Vårdal, CPO

Mr. Vårdal is an experienced business developer and executive with a proven track record from previous positions at Nordialog, Smartworks and Teki Solutions. His long experience from the industry covers sales, strategy, business development, M&A processes, product development and executive manager roles. Mr.Vårdal has since 2007 been operating in several central executive roles within sales, business development and daily management with a build- and turn-around focus.

Inge Paulsen, MD Norway

Business development and change management combined with handling daily operations are Mr. Paulsen's core competencies. His broad experience comes from heading strategic business development projects in venture businesses or turnaround cases as well as holding various executive positions responsible for profit & loss. Mr. Paulsen holds a MSc in Business Management (Siviløkonom) from Norwegian School of Economics and Business Administration (NHH). He is also graduated from The Royal Norwegian Air Force Academy.

Fredrik Logenius, MD Sweden

Mr Logenius is a first-mover, entrepreneur and an experienced executive within the information technology and services industry. His skill set is broad and based on entrepreneurship and strategy, agile methodologies, software development and mobile solutions. Mr Logenius has been Managing Director of the Swedish company Optidev AB, which Techstep ASA acquired in 2020, since 2015. Thanks to business achievements with Optidev AB, he was awarded Entrepreneur of the Year 2020 in his hometown Borås where Optidev AB has its head office. Mr Logenius has also been nominated for the EY Entrepreneur of the Year award, a programme which spans more than 60 countries around the world.

Børge Astrup, CEO as of 1 August 2021

Børge Astrup will assume the position as CEO of Techstep on 1 August 2021. He comes from the position as CEO of Puzzel, a cloud contact center software company. He led Puzzel's demerger from Intelecom Group, a Norwegian telecom company, launching Puzzel as a stand-alone company. Prior to the demerger, Astrup was the managing director Intelecom Group. He has also held various management positions at Visma

8.3 Committees

8.3.1 Nomination committee

The Company's Articles of Association provide for a nomination committee composed of two members to three members. The members of the nomination committee are Harald Arnet and Jonatan Raknes. The nomination committee is responsible for recommending candidates for the election of members and chairman to the Board of Directors, and make recommendations for remuneration to the Board Members.

8.3.2 Audit committee

The Company has an audit committee consisting of Ingrid Leisner and Melissa Mulholland.

8.3.3 Remuneration committee

The Company has a remuneration committee consisting of Jens Rugseth and Ingrid Leisner.

8.4 Share options/ share incentive schemes

For a description of the Company's share option scheme, see Section 10.4 "Share options". For a description of the share options belonging to the Company's previous CEO, Jens Haviken, please see Section 0 " In addition to the above, the newly appointed CEO Børge Astrup has been granted 4,500,000 share options (subject to approval by a general meeting of the Company, expected to be held in September 2021). The options granted to Astrup will vest in three tranches, with 1/3 per tranche, on 1 September 2024, 1 September 2025 and 1 September 2026. The options may be exercised within a period of the years from such date as the options became vested. The strike price per share option is NOK 4.75, NOK 5.75 and NOK 6.75 for the respective tranches. If the average weighted Share price for seven calendar days exceeds NOK 30 per Share, then the Company may require that all vested options are exercised by Børge Astrup. Financial instruments – warrants and convertible securities".

8.5 Conflicts of interests etc.

Reference is further made to Sections 8.1.2, 8.2.1 and 8.4 regarding Shares and share options held by the members of the Board of Directors and the Management, respectively.

In April 2020, the Group sold its IT operations and support business unit to Crayon AS (together with parent company and subsidiaries, "Crayon") for a total consideration of NOK 8 million. Following the consummation of this agreement, Crayon has functioned as the Group's external IT helpdesk pursuant to an IT support agreement and provides licenses which Techstep on sell to clients as part of its services. The Company's chairman Jens Rugseth and Board member Melissa Ann Mulholland have several positions within the Crayon Group, including serving as chairman and CEO of Crayon Group AS, respectively. Transactions with Crayon has been carried out as of part of the normal operations of the Company at market terms.

Other the abovementioned and to the Company's knowledge, there are currently no other actual or potential conflict of interest between any duties carried out on behalf of the Company by members of the Board of Directors and members of Management and their private interests.

8.6 Convictions for fraudulent offences, bankruptcy, etc.

During the last five years preceding the date of this Prospectus, none of the Board Members and the members of the Management has, or had, as applicable:

(i) any convictions in relation to indictable offences or convictions in relation to fraudulent offences;
(ii) received any official public incrimination and/or sanctions by any statutory or regulatory authorities (including designated professional bodies) or was disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company; or
(iii) been declared bankrupt or been associated with any bankruptcy, receivership, liquidation or companies put into administration in his or her capacity as a founder, director or senior manager of a company.

9 CERTAIN FINANCIAL AND OPERATING INFORMATION

9.1 Capitalisation and indebtedness

9.1.1 Introduction

The information presented below should be read in conjunction with other partis of this Prospectus, in particular the Annual Financial Statements and the Interim Financial Statements and the notes related thereto, incorporated by reference into this Prospectus, see Section 14.

The following tables have been derived from the consolidated Interim Financial Statements of the Company as of 31 March 2021. The tables set out the Company's capitalization and indebtedness as of 31 March 2021 and is adjusted for the Private Placement Shares, which is the only material change to the Group's capitalization and indebtedness position since 31 March.

9.1.2 Capitalization and indebtedness

	As of 31 March	Adjustment	Note	As adjusted
	2021	amount
	(unaudited)	(unaudited)		(unaudited)
(In NOK 000)
Indebtedness
Total current debt (including current portion of non-current debt):
Guaranteed	0	0		0
Secured	95 336	0		95 336
Unguaranteed/unsecured	393 222	0		393 222

Total non-current debt (excluding current portion of non-current debt):
Guaranteed	0	0		0
Secured	49 666	0	(3)	49 666
Unguaranteed/unsecured	119 312	0		119 312
Total indebtedness	657 536	0		657 536
Shareholders' equity

Share capital	183 295	22 222	(1)	205 517
Share premium account	0	73 778	(4)	73 778
Retained earnings	327 776	0		327 776
Non-controlling interest	1 002	0		1 002
Total shareholders' equity	512 073	96 000	(2)	608 073
Total capitalisation	1 169 609	96 000		1 265 609

1) Share capital increase of NOK 22,222,222 in connection with the Private Placement.

2) Net proceeds from the Private Placement.

3) Pledges in relation to loans: trade receivables, inventories, property plant and equipment are pledged as collateral.

4) The net proceeds from the Private Placement of NOK 100 million have been allocated as follows; (i) NOK 22.222 million has been allocated to share capital, and (ii) NOK 73.778 million has been allocated to share premium, which consists of gross share premium of NOK 77.778 million, less estimated costs in relation with the Private Placement of NOK 4 million.

9.1.3 Net financial indebtedness

		As of 31 March 2021 (unaudited)	Adjustment amount (unaudited)	Note	As adjusted (unaudited)
	(In NOK 000)
(A)	Cash	62 796	96 000	(1)	158 796
(B)	Cash equivalents	0	0		0
(C)	Other current financial assets	0	0		0
(D)	Liquidity (A)+(B)+(C)	62 796	96 000		158 796
(E)	Current financial debt (including debt instruments, but excluding current portion of non-current financial debt)	117 922	0	(2)	117 922
(F)	Current portion of non-current financial debt	0	0		0
(G)	Current financial indebtedness (E+F)	117 922	0		117 922
(H)	Net current financial indebtedness (G – D)	55 126	-96 000		-40 874
(I)	Non-current financial debt (excluding current portion and debt instruments)	97,181	0	(3,4)	97,181
(J)	Debt instruments	0	0		0
(K)	Non-current trade and other payables	71,798	0	(5)	71,798
(L)	Non-current financial indebtedness (I + J + K)	168 979	0		168 979
(M)	Total financial indebtedness (H + L) 1) Net proceeds from the Private Placement.	224 105	-96 000		128 105

2) Consists of interest-bearing borrowings (NOK 95.336 million) and deferred considerations related to business combinations (NOK 22.587 million).

3) Consists of non-current interest-bearing borrowings (NOK 49.666 million) and deferred considerations related to business combinations (NOK 47.515 million).

4) Includes secured non-current interest bearing borrowings.

5) Includes deferred tax (NOK 29.769 million), and other non-current debt (NOK 42.029 million). Other non-current debt consists of buyback obligation (NOK 17.592 million), prepaid revenue (NOK 0.254 million) and leasing liabilities (NOK 24.183 million).

9.2 Working capital statement

The Company is of the opinion that its working capital is sufficient to cover the Group's present requirements for the 12-month period following the date of this Prospectus.

9.3 Investments

9.3.1 Historical investments

Besides the Acquisition as further described in Section 7, the Group has not made any significant investments in the period from 31 December 2020 to the date of this Prospectus.

9.3.2 Ongoing investments

The Group has not made any material ongoing investments that are in progress.

9.3.3 Future investments

The Group has no firm commitments to make future investments.

9.4 Trend information

The Company is not aware of:

a) any significant recent trends in production, sales and inventory, and costs and selling prices since 31 December 2020;
b) any significant change in the financial performance of the Group since 31 December up to the date of this Prospectus; and
c) any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company's prospects for at least the current financial year.

9.5 Related party transactions since 31 December and until the date of this Prospectus

Reference is made to the Share Lending Agreement as a facilitator for delivery versus payment as a settlement mechanic in the Private Placement, as further described in Section 5.2.1. The Lender pursuant to the Share Lending Agreement, Datum AS, is a close associate of the Company's deputy board member Jan Haudemann-Andersen. In the Private Placement, Datum was also allocated 3,279,313 Placement Shares.

Further, Karbon Invest AS was allocated 2,355,554 Private Placement Shares. Chairman Jens Rugseth is a majority shareholder in Karbon Invest AS.

Other than the abovementioned transactions, the Company has not as of the date of this Prospectus entered into any other related party transactions since 31 December 2020.

9.6 Significant changes in financial position

In the opinion of the Company's management, there have been no material changes in the Group's financial position, the Group's financial performance, or recent trends regarding the operations of the Group, since 31 December 2020 to the date of this Prospectus.

10 CORPORATE INFORMATION, SHARES AND SHAREHOLDER MATTERS

The following is a summary of certain corporate information and other information relating to the Group, the Shares and share capital of the Company, summaries of certain provisions of the Company's Articles of Association and applicable Norwegian law in effect as of the date of this Prospectus, including the Norwegian Public Limited Liability Companies Act (Nw: Allmennaksjeloven). This summary does not purport to be complete

10.1 Introduction

The Company's registered name is Techstep ASA, and it is referred to commercially as Techstep. The Company is a public limited liability company organised and existing under the laws of Norway pursuant to the Norwegian Public Limited Companies Act. The Company's registered office is in Brynsalléen 4, 0667 Oslo, Norway and the Company's main telephone number is +47 909 91 618. The Company's LEI code is 5967007LIEEZXIJ9474.

The Company's registration number in the Norwegian Register of Business Enterprises is 977 037 093, and the Shares are registered in book-entry form with the VPS under ISIN NO 0003095309. The Company's register of shareholders in the VPS is administrated by DNB Bank ASA, Verdipapirservice.

The Company's website can be found at www.techstep.no. The content of www.techstep.no is not incorporated by reference into or otherwise forms part of this Prospectus.

10.2 The Shares and share capital

The Company's Shares is listed on the Oslo Stock Exchange under the ticker symbol "TECH". Techstep's Shares are not listed on any other marketplace and does not intend as per now to seek such listing.

The Company has only one class of shares and all Shares have equal rights, including any rights to dividends. Each of the Shares carry on vote.

The Shares are freely transferable pursuant to Norwegian law and the Company's Articles of Association. There are no voting restrictions in Techstep. The Articles of Association of Techstep does not contain any provisions restricting foreign ownership of the Shares and the Company's articles of association as of the date hereof are incorporate hereto by reference to this Prospectus, see Section 14.

The Company is not aware of any shareholder agreements or other similar understandings among its shareholders that may result in a change of control in Techstep. To the best of the Company's knowledge, no shareholders solely or consolidated, control the Company directly or indirectly. The Shares have not been subject to any takeover bids by third parties during the current or last financial year.

For the Company's share capital before and after the Transactions, see Section 5.2.1. The Listing Shares are in all respects equal to the existing Shares of the Company, as further described in Section 5.6.

10.3 Major shareholders

Pursuant to the Norwegian Securities Trading Act, shareholders that obtain holdings of shares or rights to shares, that exceed 5% of the Company's share capital or a corresponding portion of the votes, have an interest in the issuer's capital or voting rights which is notifiable. In case of nominee shareholders, the disclosure requirements apply for the beneficial owner of the Shares

As of 9 July 2021, which was the latest practicable date prior to the date of this Prospectus, and insofar as known to the Company, the following persons had, directly or indirectly, interest in 5% or more of the issued share capital of the Company:

			Approx. % of
#	Shareholder name	No. of Shares	total Shares
1	Datum AS11	36,615,646	17.5
2	Middelborg Invest AS12	23,528,007	11.2
3	Karbon Invest AS13	21,804,349	10.4
4	Swedbank AB	19,007,443	9.1

As set out in Section 10.2, all Shares have equal voting rights. Hence all major shareholders have the same voting rights relative to the number of Shares held.

As of the date of this prospectus, the Company owns 1,914 Shares treasury shares with a nominal value of NOK 1.00 and a book value of NOK 1,914 (corresponding to the par value of the treasury shares held).

10.4 Share options

The following members of Management have options in the Company as of the date of this Prospectus.

Name	Position	Granted options
Marius Drefvelin	CFO and Interim CEO	1,663,720
Mads Vårdal	CPO	1,156,726
Inge Paulsen	Managing Director Norway	1,156,726
Erik Haugen	CCO	1,156,726
Fredrik Logenius	Managing Director Sweden	229,660

In addition to the above, the newly appointed CEO Børge Astrup has been granted 4,500,000 share options (subject to approval by a general meeting of the Company, expected to be held in September 2021). The options granted to Astrup will vest in three tranches, with 1/3 per tranche, on 1 September 2024, 1 September 2025 and 1 September 2026. The options may be exercised within a period of the years from such date as the options became vested. The strike price per share option is NOK 4.75, NOK 5.75 and NOK 6.75 for the respective tranches. If the average weighted Share price for seven calendar days exceeds NOK 30 per Share, then the Company may require that all vested options are exercised by Børge Astrup.

10.5 Financial instruments – warrants and convertible securities

On 1 October 2020, the Company completed the acquisition of the entire issued share capital of the Swedish based company Optidev AB, and on 18 December 2020 the Company through its wholly owned subsidiary Optidev AB acquired the Swedish based company eConnectivity AB (both acquisitions, the "Swedish

¹¹ Datum AS is owned by deputy board member Jan Haudemann–Andersen. Additionally, Jan Haudemann-Andersen holds 1,600,000 Shares through Datum Vekst AS and his aggregate holding is therefore 38,215,646 Shares (approx. 18.1% of the outstanding votes and Shares).

¹² Middelborg Invest AS holds 11,420,438 Shares through a forward contract with DNB Bank ASA and the aggregate holding is therefore 34,948,445 Shares (approx. 16.97% of the outstanding votes and Shares).

¹³ The Company's chairman Jens Rugseth is a majority shareholder in Karbon Invest AS.

Acquisitions"). The Swedish Acquisitions were settled partly by cash, equity, and seller's credit. In that regard, the seller's credit comprised of certain loan notes which gave the lender of each loan note a right to require the loan amount converted into Shares.

Outlined below is an overview of the conversion rights pursuant to the sellers' credits that were issued to partly settle the Swedish Acquisitions and also the seller's credit that was issued to partly settle the Acquisition.

Lender	Borrower	Target	Conversion Period	Conversion Amount
Optidev	Techstep	Optidev AB	The date falling eighteen (18) months from the	Maximum 50 % of the
Holding AB			closing date on 1 October 2020 and for a period	total loan amount of
			of thirty (30) calendar days thereafter.	SEK 67,383,198.
Italpassione	Optidev	eConnectivity	The date falling per the release of the	Maximum 50 % of the
Invest AB	AB	AB	Company's annual report for the financial year	total loan amount of
			of 2021 and for a period of thirty (30) calendar	SEK 1,251,152.
			days thereafter.
Widestadh	Optidev	eConnectivity	The date falling per the release of the	Maximum 50 % of the
Invest AB	AB	AB	Company's annual report for the financial year	total loan amount of
			of 2021 and for a period of thirty (30) calendar	SEK 1,251,152.
			days thereafter.
Relate Invest	Optidev	eConnectivity	The date falling per the release of the	Maximum 50 % of the
AB	AB	AB	Company's annual report for the financial year	total loan amount of
			of 2021 and for a period of thirty (30) calendar	SEK 1,243,660.
			days thereafter.
Several	Techstep	Famoc	For the date falling eighteen (18) months from	Maximum 50 % of the
lenders14			Closing and for a period of 30 calendar days	total loan amount of
			thereafter, each lender has the right to require	approx. PLN 5,300,000
			conversion of part of the total loan amount.

The loan notes relating to the Swedish Acquisitions stipulate that upon the lender making a request to convert all or part of the conversion amount into Shares within the conversion period, Shares shall be issued and delivered by the borrower to the lender and the number of Shares shall be calculated on the basis of the volume weighted average share price of the Shares on the Oslo Stock Exchange during the fifteen (15) trading days period preceding, and including, the date of conversion.

Pursuant to the seller's credit relating to the Acquisition, within fifteen (15) business days upon the lender making a request to convert all or part of the conversion amount into Shares within the conversion period, Shares shall be issued and delivered by Techstep's to the lender's brokerage account and the number of such Shares shall be calculated on the basis of the volume weighted average share price of all trades of the Shares on the Oslo Stock Exchange during the forty (40) trading days preceding immediately the conversion date.

Further, certain members of Management has share options as described in Section 10.4 "Share options" and the Company's previous CEO, Jens Haviken, holds 1,017,471 Share options in the Company. The 1,033,472 share options granted to Haviken on 22 April 2021 has now lapsed, due to the termination of his position as CEO.

To the best of the Company's knowledge, neither the Company nor any of its subsidiaries has issued any options, warrants, convertible loans or other instruments that would entitle a holder of such instrument to subscribe for any Shares in the Company or its subsidiaries, other than the abovementioned.

¹⁴ Seller's credit relating to the Acquisition.

10.6 Authorisation to increase the share capital and to issue Shares

As of the date of this Prospectus, the Board of Directors holds the following authorization to increase the Company's share capital:

Date		Possible increase of	Amount
granted	Purpose	share capital (NOK)	utilized (NOK)	Valid until
22.04.2021	The authorization covers both cash and non-cash
	contributions. The authorization also covers the issue
	of shares in connection with a merger.	35,000,000	25,901,433	30 June 2022
22.04.2021	To be used in connection with the Company's share
	incentive programme to its leading employees.	12,500,000	-	30 June 2022

10.7 Authorisation to acquire treasury Shares

As of the date of this Prospectus, the Board of Directors as an authorization to purchase the Company's own Shares, provided that the maximum number of Shares acquired do not exceed the aggregate par value of NOK 18,329,547 (corresponding to approximately 10% of the Company's share capital as registered 31 December 2020). This authorization is valid up to the Annual General Meeting in 2022, and 30 June 2022 at the latest.

10.8 Dividends

10.8.1 Dividend policy.

In deciding whether to propose a dividend and in determining the dividend amount, the Board of Directors will take into account legal restrictions, as set out in the Norwegian Public Limited Companies Act of 13 June 1997 no. 45 (the "Norwegian Public Limited Companies Act") the Company's capital requirements, including capital expenditure requirements, its financial condition, general business conditions and any restrictions that its contractual arrangements in place at the time of the dividend may place on its ability to pay dividends and the maintaining of appropriate financial flexibility. Except in certain specific and limited circumstances set out in the Norwegian Public Limited Companies Act, the amount of dividends paid may not exceed the amount recommended by the Board of Directors.

The Company does not have a dividend policy beyond a consensus that the Company's goals and strategy are to increase shareholders value and contribute to an attractive market for the Company's shares. Techstep has not paid dividends to date and does not expect to pay dividend in the coming years. Techstep's intention is to retain future earnings, if any, to finance operations and expansions of the business. Any future decision to pay dividend will depend on the Company's financial position, operating profit and capital requirements.

There can be no assurance that a dividend will be proposed or declared in any given year. If a dividend is declared, all Shares outstanding will have equal rights to such dividend (unless all shareholders have consented otherwise).

10.8.2 Manner of dividend payments

Any future payments of dividends on the Shares will be denominated in NOK and will be paid to the shareholders through the VPS. Investors registered in the VPS whose address is outside Norway and who have not supplied the VPS with details of any NOK account, will, however, receive dividends by check in their local currency, as exchanged from the NOK amount distributed through the VPS. If it is not practical in the sole opinion of DNB Bank ASA, being the Company's VPS registrar, to issue a check in a local currency, a check will be issued in USD. The issuing and mailing of checks will be executed in accordance with the standard procedures of DNB Bank ASA. The exchange rate(s) that is applied will be DNB Bank ASA's rate on the date of issuance. Dividends will be credited automatically to the VPS registered shareholders' NOK accounts, or in lieu of such registered NOK account, by check, without the need for shareholders to present documentation proving their ownership of the Shares.

10.9 Summary of the Company's Articles of Association

Below is a summary of certain provisions of the Company's Articles of Association.

Objective

Pursuant to Section 3 of the Articles of Association, the Company's purpose is to engage in business operations within information and communication technology, and to develop and provide solutions and software related to the mobility, digitalization and consultancy business and everything that belongs thereto, including owning shares and other securities in other companies.

Board of Directors

Pursuant to Section 5 of the Articles of Association, the Company's Board of Directors shall consist of a minimum of three and a maximum of seven members, as determined by the Company's General Meeting.

No Restrictions on Transfer of Shares

The Articles of Association do not provide for any restrictions, or a right of first refusal, on transfer of Shares. Share transfers are not subject to approval by the Board of Directors.

General Meetings

Pursuant to Section 8 of the Articles of Association, documents which deal with matters that are to be considered by the shareholders at General Meetings are not required to be sent to the shareholders, provided that such documents have been made available on the Company's website. A shareholder may in any case request such documents to be sent to him.

10.10 Certain aspects of Norwegian law

10.10.1General meetings

Through the general meeting, shareholders exercise supreme authority in a Norwegian company. In accordance with Norwegian law, the annual general meeting of shareholders is required to be held each year on or prior to 30 June. Norwegian law requires that written notice of annual general meetings setting forth the time of, the venue for and the agenda of the meeting be sent to all shareholders with a known address no later than 21 days before the annual general meeting of a Norwegian public limited liability company listed on a stock exchange or a regulated market shall be held, unless the articles of association stipulate a longer deadline, which is not currently the case for the Company.

A shareholder may vote at the general meeting either in person or by proxy appointed at their own discretion. In accordance with the requirements of the Norwegian Securities Trading Act, the Company will include a proxy form with notices of general meetings. All of the Company's shareholders who are registered in the register of shareholders maintained with the VPS as of the date of the general meeting, or who have otherwise reported and documented ownership to Shares, are entitled to participate at general meetings, without any requirement of pre-registration. The Articles of Association do, however, include a provision that allows the Board of Directors to set a time limit (such time limit not to be shorter than five days), for each general meeting, for registration of participation in the general meeting

Apart from the annual general meeting, extraordinary general meetings of shareholders may be held if the Board of Directors considers it necessary. An extraordinary general meeting of shareholders must also be convened if, in order to discuss a specified matter, the auditor or shareholders representing at least 5% of the share capital demands this in writing. The requirements for notice and admission to the annual general meeting also apply to extraordinary general meetings. However, the annual general meeting of a Norwegian public limited company may with a majority of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a general meeting resolve that extraordinary general meetings may be convened with a fourteen days' notice period until the next annual general meeting provided the Company has procedures in place allowing shareholders to vote electronically.

10.10.2Voting rights – amendments to the articles of association

Each of the Company's Shares carries one vote. In general, decisions that shareholders are entitled to make under Norwegian law, or the Articles of Association may be made by a simple majority of the votes cast. In the case of elections or appointments, the person(s) who receive(s) the greatest number of votes cast are elected. However, as required under Norwegian law, certain decisions, including resolutions to waive preferential rights to subscribe in connection with any share issue in the Company, to approve a merger or demerger of the Company, to amend the Articles of Association, to authorise an increase or reduction in the share capital, to authorise an issuance of convertible loans or warrants by the Company or to authorise the Board of Directors to purchase Shares and hold them as treasury shares or to dissolve the Company, must receive the approval of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a general meeting. Norwegian law further requires that certain decisions, which have the effect of substantially altering the rights and preferences of any shares or class of shares, receive the approval by the holders of such shares or class of shares as well as the majority required for amending the Articles of Association.

Decisions that (i) would reduce the rights of some or all of the Company's shareholders in respect of dividend payments or other rights to assets or (ii) restrict the transferability of the Shares, require that at least 90% of the share capital represented at the general meeting in question vote in favour of the resolution, as well as the majority required for amending the Articles of Association.

In order to be entitled to vote in a general meeting, a shareholder must, as a general rule, be registered as owner of the Shares in the Company's shareholder register kept by the VPS. Beneficial owners of Shares that are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor are any persons who are designated in the shareholder register as holding such Shares as nominees. The Company has applied this principle consistently. It should, however, be noted that there are different opinions as to the interpretation of Norwegian law with respect to the right to vote for nominee-registered shares. For example, Oslo Børs has in a statement of 21 November 2003 held that in its opinion beneficial owners of Shares that are registered in the name of a nominee may vote in general meetings if they prove their actual shareholding prior to the general meeting.

There are no quorum requirements that apply to the general meetings.

10.10.3Additional issuances and preferential rights

If the Company issues any new Shares, including bonus share issues, the Articles of Association must be amended, which requires the same vote as other amendments to the Articles of Association. In addition, under Norwegian law, the Company's shareholders have a preferential right to subscribe for new Shares issued by the Company. Preferential rights may be derogated from by resolution in a general meeting passed by the same vote required to amend the Articles of Association. A derogation of the shareholders' preferential rights in respect of bonus issues requires the approval of all outstanding Shares.

The general meeting may, by the same vote as is required for amending the Articles of Association, authorise the Board of Directors to issue new Shares, and to derogate from the preferential rights of shareholders in connection with such issuances. Such authorisation may be effective for a maximum of two years, and the nominal value of the Shares to be issued may not exceed 50% of the registered nominal share capital when the authorisation is registered with the Norwegian Register of Business Enterprises.

Under Norwegian law, the Company may increase its share capital by a bonus share issue, subject to approval by the Company's shareholders, by transfer from the Company's distributable equity and thus the share capital increase does not require any payment of a subscription price by the shareholders. Any bonus issues may be affected either by issuing new Shares to the Company's existing shareholders or by increasing the nominal value of the Company's outstanding Shares.

Issuance of new Shares to shareholders who are citizens or residents of the United States upon the exercise of preferential rights may require the Company to file a registration statement in the United States under United States securities laws. Should the Company in such a situation decide not to file a registration statement, the Company's U.S. shareholders may not be able to exercise their preferential rights. If a U.S. shareholder is ineligible to participate in a rights offering, such shareholder would not receive the rights at all and the Company would seek to sell such rights on the shareholder's behalf.

10.10.4Minority rights

Norwegian law sets forth a number of protections for minority shareholders of the Company, including but not limited to those described in this paragraph and the description of general meetings as set out above. Any of the Company's shareholders may petition Norwegian courts to have a decision of the Board of Directors or the Company's shareholders made at the general meeting declared invalid on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other shareholders or the Company itself. The Company's shareholders may also petition the courts to dissolve the Company as a result of such decisions to the extent particularly strong reasons are considered by the court to make necessary dissolution of the Company.

Minority shareholders holding 5% or more of the Company's share capital have a right to demand in writing that the Board of Directors convene an extraordinary general meeting to discuss or resolve specific matters. In addition, any of the Company's shareholders may in writing demand that the Company place an item on the agenda for any general meeting as long as the Board of Directors is notified within seven days before the deadline for convening the general meeting and the demand is accompanied with a proposed resolution or a reason for why the item shall be on the agenda. If the notice has been issued when such a written demand is presented, a renewed notice must be issued if the deadline for issuing notice of the general meeting has not expired.

10.10.5Shareholder vote on certain reorganisations

A decision of the Company's shareholders to merge with another company or to demerge requires a resolution by the general meeting of the shareholders passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the general meeting. A merger plan, or demerger plan signed by the Board of Directors along with certain other required documentation, would have to be sent to all the Company's shareholders, or if the Articles of Association stipulate that, made available to the shareholders on the company's website, at least one month prior to the general meeting to pass upon the matter.

10.10.6Liability of board members

Members of the Board of Directors owe a fiduciary duty to the Company and its shareholders. Such fiduciary duty requires that the board members act in the best interests of the Company when exercising their functions and exercise a general duty of loyalty and care towards the Company. Their principal task is to safeguard the interests of the Company.

Members of the Board of Directors may each be held liable for any damage they negligently or wilfully cause the Company. Norwegian law permits the general meeting to discharge any such person from liability, but such discharge is not binding on the Company if substantially correct and complete information was not provided at the general meeting of the Company's shareholders passing upon the matter. If a resolution to discharge the Company's board members from liability or not to pursue claims against such a person has been passed by a general meeting with a smaller majority than that required to amend the Articles of Association, shareholders representing more than 10% of the share capital or, if there are more than 100 shareholders, more than 10% of the shareholders may pursue the claim on the Company's behalf and in its name. The cost of any such action is not the Company's responsibility but can be recovered from any proceeds the Company receives as a result of the action. If the decision to discharge any of the Company's board members from liability or not to pursue claims against the Company's board members is made by such a majority as is necessary to amend the Articles of Association, the minority shareholders of the Company cannot pursue such claim in the Company's name.

10.10.7Indemnification of board members

Neither Norwegian law nor the Articles of Association contains any provision concerning indemnification by the Company of the Board of Directors. The Company is permitted to purchase insurance for the board members against certain liabilities that they may incur in their capacity as such.

10.10.8Distribution of assets on liquidation

Under Norwegian law, the Company may be wound-up by a resolution of the Company's shareholders at the general meeting passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the meeting. In the event of liquidation, the Shares rank equally in the event of a return on capital.

10.10.9Legal constraints on the distribution of dividend

Dividends may be paid in cash or in some instances in kind. The Norwegian Public Limited Liability Companies Act provides the following constraints on the distribution of dividends applicable to the Company:

Section 8-1 of the Norwegian Public Limited Liability Companies Act provides that the Company may distribute dividends to the extent that the Company's net assets following the distribution cover (i) the share capital, (ii) the reserve for valuation variances and (iii) the reserve for unrealised gains. The amount of any receivable held by the Company which is secured by a pledge over Shares in the Company, as well as the aggregate amount of credit and security which, pursuant to section 8–7 to 8- 10 of the Norwegian Public Limited Liability Companies Act fall within the limits of distributable equity, shall be deducted from the distributable amount.

The calculation of the distributable equity shall be made on the basis of the balance sheet included in the approved annual accounts for the last financial year, provided, however, that the registered share capital as of the date of the resolution to distribute dividends shall be applied. Following the approval of the annual accounts for the last financial year, the general meeting may also authorise the Board of Directors to declare dividends on the basis of the Company's annual accounts. Dividends may also be resolved by the general meeting based on an interim balance sheet which has been prepared and audited in accordance with the provisions applying to the annual accounts and with a balance sheet date not further into the past than six months before the date of the general meeting's resolution.
Dividends can only be distributed to the extent that the Company's equity and liquidity following the distribution is considered sound.
The Norwegian Public Limited Liability Companies Act does not provide for any time limit after which entitlement to dividends lapses. Subject to various exceptions, Norwegian law provides a limitation period of three years from the date on which an obligation is due. There are no dividend restrictions for non-Norwegian resident shareholders to claim dividends.

11 TAXATION

11.1 Norwegian taxation

Set out below is a summary of certain Norwegian tax matters related to an investment in the Company. The summary regarding Norwegian taxation is based on the laws in force in Norway as of the date of the Prospectus, which may be subject to any changes in law occurring after such date. Such changes could possibly be made on a retrospective basis.

The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Shares in the Company. Shareholders who wish to clarify their own tax situation should consult with and rely upon their own tax advisors. Shareholders resident in jurisdictions other than Norway and shareholders who cease to be resident in Norway for tax purposes (due to domestic tax law or tax treaty) should specifically consult with and rely upon their own tax advisors with respect to the tax position in their country of residence and the tax consequences related to ceasing to be resident in Norway for tax purposes.

Please note that for the purpose of the summary below, a reference to a Norwegian or non-Norwegian shareholder refers to the tax residency rather than the nationality of the shareholder. Please be warned that the tax legislation of an investor's tax jurisdiction and of the Company's country of incorporation may have an impact on the income received from the securities.

11.1.1 Taxation of dividends

Norwegian Personal Shareholders

Dividends from the Company received by shareholders who are individuals resident in Norway for tax purposes ("Norwegian Personal Shareholders") are currently taxable as ordinary income in Norway for such shareholders at an effective tax rate of 31.68% to the extent the dividend exceeds a tax-free allowance (i.e. dividends received, less the tax free allowance, shall be multiplied by 1.44 which is then taxable at a flat rate of 22%, increasing the effective tax rate on dividends to 31.68%).

The allowance is calculated on a share-by-share basis. The allowance for each share is equal to the cost price of the share multiplied by a risk free interest rate based on the effective rate after tax of interest on treasury bills (Norwegian: "statskasseveksler") with 3 months maturity. The allowance is calculated for each calendar year and is allocated solely to Norwegian Personal Shareholders holding shares at the expiration of the relevant calendar year.

Norwegian Personal Shareholders who transfer shares will thus not be entitled to deduct any calculated allowance related to the year of transfer. Any part of the calculated allowance one year exceeding the dividend distributed on the share ("excess allowance") may be carried forward and set off against future dividends received on, or gains upon realization, of the same share.

Norwegian Corporate Shareholders

Dividends distributed from the Company to shareholders who are limited liability companies (and certain similar entities) resident in Norway for tax purposes ("Norwegian Corporate Shareholders") are effectively taxed at a rate of 0.66% (3% of dividend income from such shares is included in the calculation of ordinary income for Norwegian Corporate Shareholders and ordinary income is currently subject to tax at a flat rate of 22%).

Non-Norwegian Personal Shareholders

Dividends distributed to shareholders who are individuals not resident in Norway for tax purposes ("Non-Norwegian Personal Shareholders") are as a general rule subject to Norwegian withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident. The withholding obligation lies with the company distributing the dividend and the Company assumes this obligation.

Non-Norwegian Personal Shareholders resident within the EEA for tax purposes may apply individually to Norwegian tax authorities for a refund of an amount corresponding to the calculated tax-free allowance on each individual share. However, the deduction for the tax-free allowance does not apply in the event that the withholding tax rate, pursuant to an applicable tax treaty, leads to a lower taxation on the dividends than the withholding tax rate of 25% less the tax-free allowance.

If a Non-Norwegian Personal Shareholder is carrying on business activities in Norway and the shares are effectively connected with such activities, the shareholder will be subject to the same taxation of dividends as a Norwegian Personal Shareholder, as described above.

Non-Norwegian Personal Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted.

Non-Norwegian Corporate Shareholders

Dividends distributed to shareholders who are limited liability companies (and certain other entities) not resident in Norway for tax purposes ("Non-Norwegian Corporate Shareholders") are as a general rule subject to withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident.

Dividends distributed to Non-Norwegian Corporate Shareholders resident within the EEA for tax purposes are exempt from Norwegian withholding tax provided that the shareholder is the beneficial owner of the shares and that the shareholder is genuinely established and performs genuine economic business activities within the relevant EEA jurisdiction.

If a Non-Norwegian Corporate Shareholder is carrying on business activities in Norway and the shares are effectively connected with such activities, the shareholder will be subject to the same taxation of dividends as a Norwegian Corporate Shareholder, as described above.

Non-Norwegian Corporate Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted.

Nominee registered shares will be subject to withholding tax at a rate of 25% unless the nominee has obtained approval from the Norwegian Tax Directorate for the dividend to be subject to a lower withholding tax rate. To obtain such approval the nominee is required to file a summary to the tax authorities including all beneficial owners that are subject to withholding tax at a reduced rate.

The withholding obligation in respect of dividends distributed to Non-Norwegian Corporate Shareholders and on nominee registered shares lies with the company distributing the dividends and the Company assumes this obligation.

11.1.2 Taxation of capital gains on realization of Shares

Norwegian Personal Shareholders

Sale, redemption or other disposal of shares is considered a realization for Norwegian tax purposes. A capital gain or loss generated by a Norwegian Personal Shareholder through a disposal of shares is taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the Norwegian Personal Shareholder's ordinary income in the year of disposal, with an effective tax rate of 31.68% (i.e. capital gains (less the tax free allowance) and losses shall be multiplied by 1.44 which is then taxable at a flat rate of 22%, increasing the effective tax rate on gains/losses to 31.68%).

The gain is subject to tax and the loss is tax deductible irrespective of the duration of the ownership and the number of shares disposed of.

The taxable gain/deductible loss is calculated per share as the difference between the consideration for the share and the Norwegian Personal Shareholder's cost price of the share, including costs incurred in relation to the acquisition or realization of the share. From this capital gain, Norwegian Personal Shareholders are entitled to deduct a calculated allowance provided that such allowance has not already been used to reduce taxable dividend income. Please refer to Section 11.1.1 "Taxation of dividends", "Norwegian Personal Shareholders", above for a description of the calculation of the allowance. The allowance may only be deducted in order to reduce a taxable gain and cannot increase or produce a deductible loss. Any unused allowance exceeding the capital gain upon the realization of a share will be annulled.

If the Norwegian Personal Shareholder owns shares acquired at different points in time, the shares that were acquired first will be regarded as the first to be disposed of, on a first-in first-out basis.

Norwegian Corporate Shareholders

Norwegian Corporate Shareholders are exempt from tax on capital gains derived from the realization of shares qualifying for the participation exemption, including shares in the Company. Losses upon the realization and costs incurred in connection with the purchase and realization of such shares are not deductible for tax purposes.

Non-Norwegian Personal Shareholders

Gains from the sale or other disposal of shares by a Non-Norwegian Personal Shareholder will not be subject to taxation in Norway unless the Non-Norwegian Personal Shareholder holds the shares in connection with business activities carried out or managed from Norway.

Non-Norwegian Corporate Shareholders

Capital gains derived by the sale or other realization of shares by Non-Norwegian Corporate Shareholders are not subject to taxation in Norway.

11.1.3 Net Wealth Tax

Norwegian Personal Shareholders

The value of shares held on 1 January in the year of assessment is included in the basis for the computation of net wealth tax imposed on Norwegian Personal Shareholders. Currently, the marginal net wealth tax rate is 0.85% of the value assessed.

Listed shares are valued at 55% of their quoted value on 1 January in the assessment year, which is the year following the relevant fiscal year.

Norwegian Corporate Shareholders

Norwegian Corporate Shareholders are not subject to net wealth tax.

Non-Norwegian Personal Shareholders and Non-Norwegian Corporate Shareholders

Shareholders not resident in Norway for tax purposes are not subject to Norwegian net wealth tax. Non-Norwegian Personal Shareholders can, however, be taxable if the shareholding is effectively connected to the conduct of trade or business in Norway.

11.1.4 VAT and Transfer Taxes

No VAT, stamp or similar duties are currently imposed in Norway on the transfer or issuance of shares.

12 SECURITIES TRADING IN NORWAY

12.1 Introduction

The Oslo Stock Exchange was established in 1819 and is the principal market in which shares, bonds and other financial instruments are traded in Norway. The Oslo Stock Exchange is 100 % owned by Oslo Børs VPS Holding ASA which was acquired by Euronext in 2019. Euronext owns seven regulated markets across Europe, including Amsterdam, Brussels, Dublin, Lisbon, London, Oslo and Paris.

The Oslo Stock Exchange has entered into a strategic cooperation with the London Stock Exchange group with regards to, inter alia, trading systems for equities, fixed income and derivatives.

12.2 Trading and settlement

Trading of equities on the Oslo Stock Exchange is carried out in the electronic trading systems Euronext Optiq, following a migration from the Millennium Exchange system on 9 November 2020.

Official trading on the Oslo Stock Exchange takes place between 09:00 hours (CET) and 16.20 hours (CET) each trading day, with pre-trade period between 08:15 hours (CET) and 09:00 hours (CET), closing auction from 16:20 hours (CET) to 16:25 hours (CET) and a post trade period from 16:25 hours (CET) to 17:30 hours (CET). Reporting of after exchange trades can be done until 17:30 hours (CET).

The settlement period for trading on the Oslo Stock Exchange is two trading days (T+2). This means that securities will be settled on the investor's account in VPS two days after the transaction, and that the seller will receive payment after two days.

Securities traded on the Oslo Stock Exchange are cleared through a central counterparty (CCP). The three central counterparts currently authorized to clear trades in shares on the Oslo Stock Exchange are Euro CCP, LCH Limited and Six x-clear.

Investment services in Norway may only be provided by Norwegian investment firms holding a license under the Norwegian Securities Trading Act, branches of investment firms from an EEA member state or investment firms from outside the EEA that have been licensed to operate in Norway. Investment firms in an EEA member state may also provide cross-border investment services into Norway.

It is possible for investment firms to undertake market-making activities in shares listed in Norway if they have a license to this effect under the Norwegian Securities Trading Act, or in the case of investment firms in an EEA member state, a license to carry out market-making activities in their home jurisdiction. Such market-making activities will be governed by the regulations of the Norwegian Securities Trading Act relating to brokers' trading for their own account. However, such market-making activities do not as such require notification to the NFSA or the Oslo Stock Exchange except for the general obligation of investment firms that are members of the Oslo Stock Exchange to report all trades in stock exchange listed securities.

12.3 Information, control and surveillance

Under Norwegian law, the Oslo Stock Exchange is required to perform a number of surveillance and control functions. The Surveillance and Corporate Control unit of the Oslo Stock Exchange monitors all market activity on a continuous basis. Market surveillance systems are largely automated, promptly warning department personnel of abnormal market developments.

The NFSA controls the issuance of securities in both the equity and bond markets in Norway and evaluates whether the issuance documentation contains the required information and whether it would otherwise be unlawful to carry out the issuance.

Under Norwegian law, a company that is listed on a Norwegian regulated market, or has applied for listing on such market, must promptly release any inside information directly concerning the company (i.e., precise information about financial instruments, the issuer thereof or other matters which are likely to have a significant effect on the price of the relevant financial instruments or related financial instruments, and which are not publicly available or commonly known in the market). A company may, however, delay the release of such information in order not to prejudice its legitimate interests, provided that it is able to ensure the confidentiality of the information and that the delayed release would not be likely to mislead the public. The Oslo Stock Exchange may levy fines on companies violating these requirements.

12.4 The VPS and transfer of Shares

The Company's principal share register is operated through the VPS. The VPS is the Norwegian paperless centralised securities register. It is a computerised book-keeping system in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded. The VPS and the Oslo Stock Exchange are both wholly-owned by Oslo Børs VPS Holding ASA.

All transactions relating to securities registered with the VPS are made through computerised book entries. No physical share certificates are, or may be, issued. The VPS confirms each entry by sending a transcript to the registered shareholder irrespective of any beneficial ownership. To give effect to such entries, the individual shareholder must establish a share account with a Norwegian account agent. Norwegian banks, Norges Bank (being, Norway's central bank), authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA are allowed to act as account agents.

As a matter of Norwegian law, the entry of a transaction in the VPS is prima facie evidence in determining the legal rights of parties as against the issuing company or any third party claiming an interest in the given security. A transferee or assignee of shares may not exercise the rights of a shareholder with respect to such shares unless such transferee or assignee has registered such shareholding or has reported and shown evidence of such share acquisition, and the acquisition is not prevented by law, the relevant company's articles of association or otherwise.

The VPS is liable for any loss suffered as a result of faulty registration or an amendment to, or deletion of, rights in respect of registered securities unless the error is caused by matters outside the VPS' control which the VPS could not reasonably be expected to avoid or overcome the consequences of. Damages payable by the VPS may, however, be reduced in the event of contributory negligence by the aggrieved party.

The VPS must provide information to the NFSA on an ongoing basis, as well as any information that the NFSA requests. Further, Norwegian tax authorities may require certain information from the VPS regarding any individual's holdings of securities, including information about dividends and interest payments.

12.5 Shareholder register – Norwegian law

Under Norwegian law, shares are registered in the name of the beneficial owner of the shares. As a general rule, there are no arrangements for nominee registration and Norwegian shareholders are not allowed to register their shares in VPS through a nominee. However, foreign shareholders may register their shares in the VPS in the name of a nominee (bank or other nominee) approved by the NFSA. An approved and registered nominee has a duty to provide information on demand about beneficial shareholders to the company and to the Norwegian authorities. In case of registration by nominees, the registration in the VPS must show that the registered owner is a nominee. A registered nominee has the right to receive dividends and other distributions but cannot vote in general meetings on behalf of the beneficial owners.

12.6 Foreign investment in shares listed in Norway

Foreign investors may trade shares listed on the Oslo Stock Exchange through any broker that is a member of the Oslo Stock Exchange, whether Norwegian or foreign.

12.7 Disclosure obligations

If a person's, entity's or consolidated group's proportion of the total issued shares and/or rights to shares in a company listed on a regulated market in Norway (with Norway as its home state, which will be the case for the Company) reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the voting rights of that company, the person, entity or group in question has an obligation under the Norwegian Securities Trading Act to notify the Oslo Stock Exchange and the issuer immediately. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the company's share capital.

12.8 Insider trading

According to Norwegian law, implementing the EU Market Abuser Regulation, subscription for, purchase, sale or exchange of financial instruments that are listed, or subject to the application for listing, on a Norwegian regulated market, or incitement to such dispositions, must not be undertaken by anyone who has inside information, as defined in article 7 of the EU Market Abuse Regulation. The same applies to the entry into, purchase, sale or exchange of options or future/forward contracts or equivalent rights whose value is connected to such financial instruments or incitement to such dispositions.

12.9 Mandatory offer requirement

The Norwegian Securities Trading Act requires any person, entity or consolidated group that becomes the owner of shares representing more than one-third of the voting rights of a company listed on a Norwegian regulated market (with the exception of certain foreign companies not including the Company) to, within four weeks, make an unconditional general offer for the purchase of the remaining shares in that company. A mandatory offer obligation may also be triggered where a party acquires the right to become the owner of shares that, together with the party's own shareholding, represent more than one-third of the voting rights in the company and the Oslo Stock Exchange decides that this is regarded as an effective acquisition of the shares in question.

The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares that exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered.

When a mandatory offer obligation is triggered, the person subject to the obligation is required to immediately notify the Oslo Stock Exchange and the company in question accordingly. The notification is required to state whether an offer will be made to acquire the remaining shares in the company or whether a sale will take place. As a rule, a notification to the effect that an offer will be made cannot be retracted. The offer and the offer document required are subject to approval by the Oslo Stock Exchange before the offer is submitted to the shareholders or made public.

The offer price per share must be at least as high as the highest price paid or agreed by the offeror for the shares in the six-month period prior to the date the threshold was exceeded. If the acquirer acquires or agrees to acquire additional shares at a higher price prior to the expiration of the mandatory offer period, the acquirer is obliged to restate its offer at such higher price. A mandatory offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered.

In case of failure to make a mandatory offer or to sell the portion of the shares that exceeds the relevant threshold within four weeks, the Oslo Stock Exchange may force the acquirer to sell the shares exceeding the threshold by public auction. Moreover, a shareholder who fails to make an offer may not, as long as the mandatory offer obligation remains in force, exercise rights in the company, such as voting in a general meeting, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise his/her/its rights to dividends and pre-emption rights in the event of a share capital increase. If the shareholder neglects his/her/its duty to make a mandatory offer, the Oslo Stock Exchange may impose a cumulative daily fine that runs until the circumstance has been rectified.

Any person, entity or consolidated group that owns shares representing more than one-third of the votes in a company listed on a Norwegian regulated market (with the exception of certain foreign companies not including the Company) is obliged to make an offer to purchase the remaining shares of the company (repeated offer obligation) if the person, entity or consolidated group through acquisition becomes the owner of shares representing 40%, or more of the votes in the company. The same applies correspondingly if the person, entity or consolidated group through acquisition becomes the owner of shares representing 50% or more of the votes in the company. The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares which exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered.

Any person, entity or consolidated group that has passed any of the above mentioned thresholds in such a way as not to trigger the mandatory bid obligation, and has therefore not previously made an offer for the remaining shares in the company in accordance with the mandatory offer rules is, as a main rule, obliged to make a mandatory offer in the event of a subsequent acquisition of shares in the company.

12.10 Compulsory acquisition

Pursuant to the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, a shareholder who, directly or through subsidiaries, acquires shares representing 90% or more of the total number of issued shares in a Norwegian private or public limited liability company, as well as 90% or more of the total voting rights, has a right, and each remaining minority shareholder of the company has a right to require such majority shareholder, to effect a compulsory acquisition for cash of the shares not already owned by such majority shareholder. Through such compulsory acquisition the majority shareholder becomes the owner of the remaining shares with immediate effect.

If a shareholder acquires shares representing more than 90% of the total number of issued shares, as well as more than 90% of the total voting rights, through a voluntary offer in accordance with the Securities Trading Act, a compulsory acquisition can, subject to the following conditions, be carried out without such shareholder being obliged to make a mandatory offer: (i) the compulsory acquisition is commenced no later than four weeks after the acquisition of shares through the voluntary offer, (ii) the price offered per share is equal to or higher than what the offer price would have been in a mandatory offer, and (iii) the settlement is guaranteed by a financial institution authorised to provide such guarantees in Norway.

A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific price per share, the determination of which is at the discretion of the majority shareholder. However, where the offeror, after making a mandatory or voluntary offer, has acquired more than 90% of the voting shares of a company and a corresponding proportion of the votes that can be cast at the general meeting, and the offeror pursuant to Section 4-25 of the Norwegian Public Limited Liability Companies Act completes a compulsory acquisition of the remaining shares within three months after the expiry of the offer period, it follows from the Norwegian Securities Trading Act that the redemption price shall be determined on the basis of the offer price for the mandatory/voluntary offer unless specific reasons indicate another price.

Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified deadline of not less than two months, request that the price be set by a Norwegian court. The cost of such court procedure will, as a general rule, be the responsibility of the majority shareholder, and the relevant court will have full discretion in determining the consideration to be paid to the minority shareholder as a result of the compulsory acquisition.

Absent a request for a Norwegian court to set the price or any other objection to the price being offered, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline.

12.11 Foreign exchange controls

There are currently no foreign exchange control restrictions in Norway that would potentially restrict the payment of dividends to a shareholder outside Norway, and there are currently no restrictions that would affect the right of shareholders of a company that has its shares registered with the VPS who are not residents in Norway to dispose of their shares and receive the proceeds from a disposal outside Norway. There is no maximum transferable amount either to or from Norway, although transferring banks are required to submit reports on foreign currency exchange transactions into and out of Norway into a central data register maintained by the Norwegian customs and excise authorities. The Norwegian police, tax authorities, customs and excise authorities, the National Insurance Administration and the NFSA have electronic access to the data in this register.

13 REGULATORY DISCLOSURES

13.1 Legal requirements to disclose certain information

Public limited liability companies listed on Euronext Expand are subject to disclosure requirements pursuant to the Norwegian Securities Trading Act and the Continuing Obligations of the Oslo Stock Exchange. Section 13.2 "Overview and summary of information disclosed to the market" below provides an overview of the disclosures published by TECHSTEP on its profile on www.newsweb.no during the last 12 months prior to the date of this Prospectus.

INSIDE INFORMATION
Date	Title	Description	Cross reference in this Prospectus
20.05.2021	Techstep ASA – Private Placement of NOK 100 million successfully completed	The Company announced that the Private Placement was successfully completed	Section 5
20.05.2021	Techstep ASA – Fully underwritten private placement of NOK 100 million	The Company announced the launch of the Private Placement, including that the Private Placement was fully underwritten by some of the Company's main shareholders	Section 5
10.05.2021	Techstep acquires software company Famoc adding MMS capabilities, increasing ARR by 40% and announce fully underwritten private placement of NOK 100 million	The Company announced that (i) it had entered into the Transaction Agreement and (ii) the completion of the Private Placement	Section 5 and 7
03.09.2020	Techstep strengthens its position as the leading provider of managed mobility services in the Nordics through the acquisition of Optidev AB ADDITIONAL REGULATORY INFORMATION REQUIRED TO BE DISCLOSED	The Company announced that it had entered into a binding agreement to acquire 100% of the shares in Optidev AB to strengthen its position as the leading provider of MMS in the Nordic region	N/A
Date	Title	Description	Cross reference in this Prospectus

13.2 Overview and summary of information disclosed to the market

02.07.2021	Techstep appoints Børge	The Company announced	Section 8.2
	Astrup as new CEO	the appointment of Børge
		Astrup as new CEO with
		effect from 1 August 2021.
01.07.2021	Techstep has acquired	The Company announced	Section 7
	Famoc	that the Acquisition had
		been consummated
03.05.2021	Techstep ASA: Invitation to	The Company announced	N/A
	presentation of Q1 2021	an invitation for its Q1
	results	2021 results
23.04.2021	Financial calendar	The Company provided an	N/A
		update on its financial
		calendar.
22.04.2021	Techstep ASA: Completed	The Company announced	Section 10.4
	Annual General Meeting	the completion of its
	and grant of share options	Annual General Meeting
		and certain granted share
		options
26.03.2021	Techstep ASA – Notice of	The Company published its	N/A
	Annual General Meeting	notice for the Annual
	2021	General Meeting to be held
		on 22 April 2021
05.02.2021	Techstep ASA: Invitation to	The Company announced	N/A
	presentation of Q4 2020	an invitation for its Q4
	results	2020 results
16.12.2020	Financial calendar	The Company announced	N/A
		its financial calendar for
		the financial year of 2020
01.12.2020	Techstep ASA – Capital	The Company announced	N/A
	Markets Update: Making	that it will host a virtual
	work mobile	capital markets update
		focusing on the Company's
		strategic development and
		outlook

NON-REGULATORY PRESS RELEASES

Date	Title	Description	Cross reference in this
			Prospectus
09.07.2021	Grant of share options	Information about a grant	Section 10.4.
		of share options to new
		CEO Børge Astrup.
02.07.2021	Techstep ASA – Notification	An announced that Giraff	Section 8.2.1
	of trade	AS, a company controlled
		by Børge Astrup (new CEO
		of Techstep, effective from
		1 August 2021) had
		purchase 32,396 shares in

		the Company at a price of
		NOK 4.63 per share.
22.06.2021	Techstep signs Managed	The Company announced	Section 6
	Mobility Services (MMS)	that its subsidiary Optidev
	agreement with	AB had signed an
	Storstockholms Lokaltrafik	agreement with the
		Swedish public transport
		company AB
		Storstockholms Lokaltrafik
		to deliver a complete
		MMS-solution
17.08.2020	Techstep ASA: Invitation to	The Company announced	N/A
	presentation of Q2 and H1	an invitation to present its
	2020	results for Q2 and H1 2020

FINANCAL REPORTS

Date	Title	Description	Cross reference in this
			Prospectus
10.05.2021	Techstep ASA: Q1 2021	The Company announced	N/A
	results	its Q1 2021 results
19.03.2021	Techstep ASA: Annual	The Company published its	Section 14
	Report 2020	annual report for 2020
12.02.2021	Techstep ASA: Q4 and FY	The Company announced	Section 14
	2020 results	its results for Q4 and FY
		2020
06.11.2020	Techstep ASA: Q3 2020	The Company announced	N/A
	results	its results for Q3 2020.
30.10.2020	Techstep ASA: Invitation to	The Company announced	N/A
	presentation of Q3 2020	an invitation regarding its
	results	presentation of its Q3 2020
		results
21.08.2020	Techstep ASA: Q2 and H1	The Company published its	N/A
	results	results for Q2 and H1 2020

MAJOR SHAREHOLDING NOTIFICATIONS

Date	Title	Description	Cross reference in this
			Prospectus
01.07.2021	Techstep ASA – Disclosure	The Company announced	N/A
	of shareholding	that following the issuance
		of the Consideration
		Shares, Optidev Holding
		AB's ownership in Techstep
		decreased to
		approximately 9.1%
21.05.2021	Techstep - Notification	The Company announced	N/A
		that a forward contract
		entered into by Middelborg

		Invest AS, one of the Company's major shareholders, had been settled, and that Middelborg Invest AS had entered into a new forward contract of 9,000,000 Shares with settlement date 21 August 2021
19.04.2021	Techstep ASA: Disclosure of voting proxies for the Annual General Meeting	The Company announced that chairman Jens Rugseth had received voting proxies in conjunction with the Annual General Meeting, including from his controlled company Karbon Invest AS	N/A
14.04.2021	Techstep ASA: Disclosure of voting proxies for the Annual General Meeting	The Company announced that chairman Jens Rugseth had received voting proxies in conjunction with the Annual General Meeting, including from his controlled company Karbon Invest AS	N/A
08.12.2020	Mandatory notification of trade and disclosure of large shareholding	The Company announced that Karbon Invest AS purchased 712,106 Shares at a price of NOK 5.10 per Share. Karbon Invest As is controlled by the Company's chairman Jens Rugseth	N/A
04.12.2020	Mandatory notification of trade and disclosure of large shareholding	The Company announced that Karbon Invest AS purchased 500,000 Shares at a price of NOK 5.10 per Share. Karbon Invest As is controlled by the Company's chairman Jens Rugseth
	MANDATORY NOTIFICATIONS OF TRADING BY PRIMARY INSIDERS
Date	Title	Description	Cross reference in this Prospectus

02.07.2021	Techstep ASA: Mandatory	The Company announced	Section 9.5.
	notification of trade	that Datum has had
		purchased 1,018,358
		Shares.
02.06.2021	Techstep ASA – Primary	The Company announced	Section 5
	insider notification	that Arctic Securities had
		redelivered all of the
		borrowed shares to Datum
		AS pursuant to the Share
		Lending Agrement.
21.05.2021	Techstep ASA: Primary	The Company announced	Section 5
	insider notification	that Datum AS had
		pursuant to the Share
		Lending Agreement
		delivered shares to Arctic
		Securities AS in order to
		facilitate for delivery
		versus-payment settlement
		in the Private Placement.
25.03.2021	Techstep ASA – notifiable	The Company announced	Section 10.6
	transactions in connection	that some of its primary
	with Employee Share	insiders have applied for
	Purchase Program	and been allocated new
		Shares in the Company
		employee share purchase
		program
07.09.2021	Mandatory notification of	The Company announced	N/A
	trade	that Karbon Invest AS had
		purchased 500,000 Shares
		at a price of NOK 4.00 per
		share. Karbon Invest AS is
		controlled by chairman
		Jens Rugseth.

TOTAL NUMBER OF VOTING RIGHTS AND CAPITAL

Date	Title	Description	Cross reference in this Prospectus
02.07.2021	New share capital registered	The Company announced that the share capital increase relating to the Acquisition had been registered with the Norwegian Register of Business Enterprises.	Section 5.1.
07.04.2021	Techstep ASA – share capital registered	Company announced that the share capital increase resolved in conjunction with the Company's	Section 10.6

		employee share purchase
		program had been
		registered in the
		Norwegian Register of
		Business Enterprises.
25.03.2021	Techstep ASA – Employee	The Company announced	Section 10.6
	Share Purchase Program –	that the Board of Directors
	resolution to increase the	had resolved a share
	share capital	capital increase in
		conjunction with the
		Company's share purchase
		program.
22.12.2020	Registration of share	The Company announced	N/A
	capital increase	that a share capital
		increase in conjunction
		with its acquisition of
		shares in eConnectivity CC
		AB had been registered in
		the Norwegian Register of
		Business Enterprises.
02.10.2020	Registration of share	The Company announced	N/A
	capital increase	that a share capital
		increase in conjunction
		with its acquisition of
		Optidev AB had been
		registere in the Norwegian
		Register of Business
		Enterprises.

14 INCORPORATION BY REFERENCE AND DOCUMENTS

The Norwegian Securities Trading Act and the Norwegian Securities Trading Regulations, implementing Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, allow the Company to incorporate by reference information into this Prospectus that has been previously filed with Oslo Børs or the Norwegian Financial Supervisory Authority in other documents.

The information which has been incorporated into this Prospectus by reference is set out in Section 14.1 "Cross Reference Table", and this Prospectus should be read in conjuction with the documents set out therein.

14.1 Cross Reference Table

The information incorporated by reference in this Prospectus should be read in connection with the following cross reference table. References in the table to "Annex" and "Items" are references to the disclosure requirements as set forth in the Norwegian Securities Trading Act cf. the Norwegian Securities Trading Regulations by reference to such Annex (and Item therein) of the Commission delegated Regulation (EU) 2017/1129.

Section in			Page (P) in
the	Disclosure		reference
Prospectus	requirement	Reference document and link	document
	Annex 3,	Annual Financial Statements 2020:
4.4	item 11.1	https://investor.techstep.no/news/article?release=AB4F148FE09792D3	All
		Interim Financial Statements Q1 2021:
4.4	N/A	https://investor.techstep.no/news/article?release=34B493F7B76D4F41	All

14.2 Documents on display

For twelve months from the date of this Prospectus, copies of the following documents will be available for inspection at the Company's registered office during normal business hours from Monday through Friday each week (except public holidays) and on www.techstep.no:

The Articles of Association of the Company.
All reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Company's request any part of which is included or referred to in the Prospectus.

14.3 Confirmation regarding sources

The Company confirms that when information in this Prospectus has been sourced from a third party it has been accurately reproduced and as far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

15 ADDITIONAL INFORMATION

15.1 Independent auditor

The Company's independent auditor is BDO AS, with registered business address at Munkedamsveien 45 A, 0250 Oslo, Norway ("BDO"). The partners of BDO are members of the Norwegian Institute of Public Accountants (Nw: Den Norske Revisorforening).

BDO has audited the Annual Financial Statements. Besides the Annual Financial Statements, BDO has not audited, reviewed or produced any report on any other information in this Prospectus.

15.2 Advisor

15.3 Confirmation regarding sources

16 DEFINITIONS AND GLOSSARY

Defined term	Meaning
Acquisition	The Company's acquisition of the entire issued share capital of Famoc.
Annual Financial Statements	The Group's audited consolidated financial statements as of, and for the year
	ended, 31 December 2020, which includes comparative figures for 2019.
Anti-Money Laundering Legislation	The Norwegian Money Laundering Act No. 23 of 1 June 2018 and the
	Norwegian Money Laundering Regulation No. 1324 of 14 September 2018.
Articles of Association	The articles of association of the Company.
Acquisition	The Company's acquisition of Famoc.
Board of Directors or Board	The board of directors of the Company.
Company	Techstep ASA
CET	Central European Time
Closing	The consummation of the Acquisition on 1 July 2021.
Company	Techstep ASA
Consideration Shares	The consideration shares that was issued as partly contribution for the
	Acquisition.
COVID-19	The Covid-19 pandemic.
Crayon	Crayon AS and its parent company and subsidiaries.
EEA	European Economic Area.
EU Prospectus Regulation	Regulation (EU) 2017/1129 of the European Parliament and of the Council of
	14 June 2017 on the prospectus to be published when securities are offered to
	the public or admitted to trading on a regulated market, and repealing
	Directive 2014/71/EC.
EUR	The lawful common currency of the EU member states who have adopted the
	Euro as their sole national currency.
Famoc	Famoc S.A, Famoc Software Limited and Santa Rita Private Ventures sp. Z.o.o.
IAS 34	International Accounting Standard 34 "Interim Financial Reporting.
IFRS	International Financial Reporting Standards as adopted by the EU.
ISIN	International Securities Identification Number.
GDPR	General Data Protection Regulation (EU) 2016/679
GLEIF	Global Legal Identifier Foundation.
Group	The Company and its consolidated subsidiaries.
Interim Financial Statements	The Company's unaudited financial statements for the first financial quarter of
	2021.
IT	Information technology
LEI	Legal Entity Identifier.
Lender	Datum AS.
Listing Shares	The Private Placement Shares and the Consideration Shares
Management	The senior management of the Group.
Managers	Arctic Securities and SpareBank 1 Markets AS.
NCI	National Client Identifier.
NFSA	The Financial Supervisory Authority of Norway.
NOK	Norwegian Kroner, the lawful currency of Norway
Non-Norwegian Corporate	Shareholders who are limited liability companies (and certain other entities)
Shareholders	not resident in Norway for tax purposes.
Non-Norwegian Personal	Shareholders who are individuals not resident in Norway for tax purposes.
Shareholders

Share Lending Agreement	A share lending agreement between, among others, the Company and one of
	its main shareholders Datum AS.
Swedish Acquisitions	The Company's acquisition of Optidev AB and eConnectivity AB
Norwegian Corporate Shareholders.	Shareholders who are limited liability companies (and certain similar entities)
	resident in Norway for tax purposes.
Norwegian Personal Shareholders	Shareholders who are individuals resident in Norway for tax purposes.
Norwegian Securities Trading Act	The Norwegian Securities Trading Act of 29 June 2007 no. 75 (Nw:
	Verdipapirhandelloven).
Order	The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Oslo Stock Exchange	The stock exchange Oslo Børs, operated by Oslo Børs ASA.
Managed Mobility Services	Managed Mobility Services.
MiFID II	EU Directive 2014/65/EU on markets in financial instruments, as amended.
MiFID II Product Governance	Articles 9 and 10 of Commission Delegated Directive (EU) 2017/953
Requirements	supplementing MiFID II, and local implementing measures.
Private Placement	The private placement of 22,222,222 Private Placement Shares in the Company
	resolved by the Board on 20 May 2021.
Private Placement Shares	22,222,222 new Shares issued in the Private Placement, the listing of which on
	the Oslo Stock Exchange are subject to approval and publication of this
	Prospectus.
Prospectus	This prospectus dated 14 July 2021
QIB	"Qualified Institutional Buyer", as defined in Rule 144A under the U.S.
	Securities Act.
Regulation S	Regulation S under the U.S. Securities Act.
Relevant Member State	Any member state of the EEA other than Norway.
Relevant Persons	Persons in the UK that are; (i) investment professionals falling within Article 19
	(5) of the Order, or (ii) high net worth entities, and other persons to whom this
	Prospectus may lawfully be communicated, falling within Article 49(2)(a) to (d)
	of the Order.
Rule 144A	Rule 144A under the U.S. Securities Act.
Share(s)	The existing outstanding shares in the Company.
Share Lending Agreement	A share lending agreement between the Company and a shareholder of the
	Company, Datum AS, pursuant to which existing Shares in the Company were
	used to settle the Private Placement Shares.
SL	AB Storstockholms Lokaltrafik
Subscription Price	NOK 4.50 per Private Placement Share.
Swedish Acquisitions	The acquisitions of eConnectivity AB and Optidev AB.
Target	Famoc.
Target Market Assessment	Has the meaning ascribed to such term on page 4 of this Prospectus.
Transactions	The Acquisition and the Private Placement.
Transaction Agreement	The transaction agreement entered into in conjunction with the Acquisition.
UK	The United Kingdom.
U.S. Exchange Act	The U.S. Securities Exchange Act of 1934, as amended.
U.S. Securities Act	The United States Securities Act of 1933, as amended.
USD	United States Dollars, the lawful currency in the United States.
VPS	The Norwegian Central Securities Depository (Nw: Verdipapirsentralen)

Annual report 2020

Making work mobile

Content

Techstep in brief	3
Key figures	5
Letter from the CEO	6
ESG report	8
Executive management	22
Board of Directors	24
Board of Directors' Report	25
Responsibility statement	33
Consolidated financial statements	34
Notes to the financial statements	40
Techstep ASA financial statements	85
Techstep ASA Notes to the financial statements	90
Alternative performance measures	98
Auditor's report	102

This is Techstep

TECHSTEP is building to become a Nordic leader in Managed Mobility Services that benefits WORKERS, ENTERPRISES, SOCIETY AND THE PLANET

More and more private and public enterprise companies are seizing the opportunity of making mobile work tools and data available to employees on all types of devices and in every possible location. They do so in order to improve productivity and operational efficiency, as well as to enhance employee engagement and satisfaction. Techstep enables this transformation by combining robust, safe and smart tools to make work mobile at lower total costs of ownership, and with focus on sustainability. Techstep is purpose-built to service mobility needs through Managed Mobility Services (MMS). The time has come to let Nordic enterprises and their workforce truly enjoy the value of mobility.

MAKING WORK MOBILE

Tasks can be done across mobile devices and locations

Work gets done more efficiently when needed, with more time for core business less admin

Mobile-first solutions enable new levels of employee productivity

The employeefocused enterprise can personalise mobility solutions

Enterprises can realise the benefits mobile technology offers via the cloud

TECHSTEP'S JOURNEY

Techstep is established. Acquisitions and consolidation of the Norwegian market
	Acquired 10 companies
	Further expansion with new partners and
	Swedish operations	Integration as 'One Techstep'
Focus on integration and transition
	towards a software-led company	From wholesaler/distributor
Flow, own software and recurring revenue business model
		to mobility solutions provider

TECHSTEP AT A GLANCE

Techstep has approximately 300 employees based in Norway, Sweden and Denmark, serving some 550+ enterprise customers and over 200,000 managed devices across numerous industries in the private and public sector. The company recorded revenue of NOK 1,142 million in 2020 and generated a gross profit of NOK 378 million. The shares are listed on the Oslo Stock Exchange under the ticker "TECH".

^*Advisory & Services includes Operating commission and Other revenue

TECHSTEP IS PURPOSE-BUILT TO SERVICE MOBILITY NEEDS

Techstep combines device management, software, hardware and connectivity into managed services. Although hardware sales have historically been the largest revenue contributor, Techstep is growing its sales of high-margin service stack bundles by combining market leading IP, software and mobility expertise. The company will continue to invest in its own proprietary software as well as pursue M&A opportunities to further expand its Nordic position and its MMS offering.

Going forward, Techstep has an ambition to manage more than 1 million devices by 2025, as well as increase gross profit per managed device to more than NOK 1 200, and to increase EBITDA to gross profit conversion to more than 30%. The company will achieve this by streamlining operations, converting existing customers to MMS contracts, and by onboarding new customers through investing in own IP, software and mobility expertise. In addition, Techstep will continue to pursue M&A opportunities and to expand geographically.

Key Figures

(amounts in NOK 1,000)	FY 2020	FY 2019

Revenues	1 142 866	1 132 059
Annual Recurring Revenue (ARR)	63 329	36 632

Gross profit	378 287	279 338

EBITDA adj.	95 640	29 007
EBITDA rep.	104 455	27 040
EBITA	17 122	(58 174)
EBIT	(10 770)	(80 192)
Net profit (loss) for the period	(23 557)	(64 329)

EBITDA adj. margin (%)	8.4 %	2.6 %
EBITDA rep. margin (%)	9.1 %	2.4 %
EBITA margin (%)	1.5 %	(5.1 %)
EBIT margin (%)	(0.9 %)	(7.1 %)
Net profit (loss) for the period (%)	(2.1 %)	(5.7 %)

Cash and cash equivalents*	27 203	44 588
Net interest-bearing debt	166 838	1 996
Capex	130 036	33 611

Employees	289	211

Refer to Alternative performance measures for definitions.

The 2019 EBITDA adjusted excludes one-off costs related to M&A activities of NOK 2 million.

2020 EBITDA adjusted excludes non-recurring items such as M&A related costs of NOK 9 million, an earn-out reversal (other income) of NOK 4.9 million, carve out-IT gain of NOK 8 million and a gain from the sale of an office building in Sweden of NOK 4.8 million.

The 2020 financial statements include the full year effect of the leasing portfolio from Techstep Finance and the Optidev acquisition. The effect in FY 2020 of Techstep Finance is an increase of NOK 87 million on revenue, an increase of NOK 73.9 million on gross profit and EBITDA and an increase of NOK 67.9 million in depreciation. The effect of Optidev in 2020, consolidated from 1 October 2020, is NOK 70.8 million in revenue, NOK 36.0 million in gross profit and 16.0 million in EBITDA. Letter from the CEO

We make work mobile

Dear investors, supporters and stakeholders,

2020 was both transformative and a strong year for Techstep, despite the challenges the pandemic presented to us all. We delivered on our growth strategy with sharp focus on helping customers adopt our Managed Mobility Services (MMS) offering, as well as acquisitions and Nordic expansion.

With ~300 employees and mobility experts based in Norway, Sweden and Denmark, serving more than 550 enterprise customers and 200,000 managed devices across industries in the private and public sector, we have strengthened our leadership in the Nordic MMS market.

Clear purpose

Techstep is purpose-built to help enterprises and their employees to harvest the benefits from using mobile technologies in their everyday work. We are specialized in utilizing the constant innovations within the mobility universe by transforming them into useful solutions, tools and applications. In short, through this we help people do a better job.

Strong offering

Techstep has clear and very strong value propositions to our customers: Helping enterprises reduce cost, increase productivity, as well as transforming employee capabilities and enhancing their engagement. This way we help driving business value and revenue growth, while at the same time assist our customers delivering on their ESG goals.

A highly competent team of engineers, advisers and industry experts, combined with the leading vendors in the industry and a strong customer base, make us confident that our MMS-solutions will be increasingly adopted across the Nordics.

Since 2016 we have worked hard to harness our collective knowledge and experience and transforming it into a digitalised process that handles the underlying complexity of mobility.

Our MMS-offering is a selection of software, hardware and services that enables enterprises to roll out mobile technology at scale in a cost efficient and secure manner. Thus, it provides the foundation for any company that wants to realize the benefits of mobile technology without handling the adjourning complexity themselves.

Emerging opportunity

We are in the Managed Mobility Services (MMS) business. It is a young and rapidly growing market, and we are determined to be the leading player in the Nordics.

The time that has passed since the pandemic broke out has indeed shown us what a workforce can achieve even when outside the normal office environment. But it has also shown us what is possible to achieve with mobile technology for that significant part of the Nordic workforce that don't have an office - the deskless worker. Techstep is purpose-built to service the mobility needs of enterprises and their workforce, regardless of how, where and when their employees work.

At the same time, since the MMS market is in its early stages, we continuously need to educate our customers and the market, as well as relentlessly making sure that our solutions deliver great customer, employee and end-user experiences. In short, we need to ensure that our solutions are easy to use and delivers clarity in an otherwise complex digital reality.

Firm ambitions

We want to help enterprises and the Nordic workforce experience great MMS-solutions, and our ambition is to manage more than 1 million devices by 2025. With more devices under management, we can drive our value creation by adding further services and solutions. Techstep's MMS-offering is based on a service stack that can be combined into bundled solutions, and we will grow gross profit by ensuring that existing, and new customers, adopt this MMS-offering. In addition, we aim to add further customer value through the sale of new future services.

Positive outlook

Delivering Managed Mobility Services that benefit workers, enterprises, society and our planet, energizes Techstep's team of 300 dedicated mobility experts every day, and we are highly motivated to continue delivering on our growth journey and create stakeholder value in the years to come.

Environmental, Social and Governance (ESG) at Techstep

Techstep's MMS solutions are focused on helping enterprises reduce cost, increase productivity, transform employee capabilities and enhance their engagement – in order to drive business value and revenue growth, while also improving the enterprises' ESG performance.

Techstep's mission is Making Work Mobile. In order to provide Managed Mobility Services (MMS) solutions that benefit workers, enterprises, society and the planet, the company depends on its dedicated team to continue delivering on its growth journey and create stakeholder value. Techstep's organisation and culture is built on five core values, which guide its daily work:

Team player
Respect
Accountable
Open-minded
Challenger

The values are further anchored in Techstep's guiding principles for mutual expectations of behaviour and the company's code of conduct.

Techstep has adopted a policy for corporate social responsibility (CSR), committing the company to responsible business practices, including environmental, social and governance. An account is given below of how Techstep ensures that corporate responsibility forms an integral part of its operations and long-term value creation.

The Board of Directors has the overall responsibility for aligning Techstep's strategy and environmental, social and governance (ESG) considerations, while the day-to-day responsibility lies with the CEO, supported by Group Management. Techstep is in the process of hiring a Head of Compliance which will strengthen focus and capacity on ESG and compliance in the organisation.

How Techstep adheres to the UN Sustainable Development Goals

The UN Sustainable Development Goals (SDGs) were agreed by all 193 UN member states in 2015, and guide governments, civil society and the private sector in a collaborative effort for change towards sustainable development. Techstep supports the SDGs, and below is the description of the goals considered to be the most material for Techstep and where Techstep can have the greatest impact. The choice of SDGs is based on an assessment of the underlying targets for each SDG.

Techstep's lifecycle management solutions extend the lifespan of mobile devices through support, maintenance, and repair, and give them a second life through either resale or environmentally friendly recycling (target 12.5)

Techstep's MMS solutions promote resource efficiency for customers by optimising work streams and harvesting the benefits from mobile devices. By promoting remote work over travel, it lowers the environmental cost of communication (target 13.2)

Techstep's MMS solutions enable enterprises and their employees to increase workplace efficiency and harvest the benefits mobile technology offers. Employee empowerment increases job satisfaction which in turn contributes to drive profitable growth (target 8.2)

Techstep works actively towards equal opportunities and gender balance in work and economic life, and has established initiatives to attract more women to pursue a career within technology (target 5.5)

Improving resource efficiency and protecting the environment

Techstep has made a commitment to responsible use of resources and to minimise its environmental impact, and its business model is built to reduce this footprint. All activities are carried out in accordance with applicable laws, regulations, standards and other environmental requirements.

Creating sustainable mobility solutions

However, the growing use of electronic devices leads to growing problems associated with managing waste and non-renewable resources in the manufacturing process and end-of life management of such devices and equipment. As part of its mobility solutions, Techstep offers lifecycle solutions to extend the lifespan of mobile devices.

Techstep's Asset Management services are tied to the lifecycle of each individual mobile device, and its software solutions contribute to optimising business processes and work streams. The software solution 'Origo Business Cloud' ensures a complete overview of the deployed hardware, while the bundled concept 'Flow' secures lifecycle management and a financing solution that among other benefits adds a residual value at the end of the leasing period.

Techstep's lifecycle management solutions extend the lifespan of mobile devices through support, maintenance, and repair, and give them a second life through resale or environmentally friendly recycling. Through close cooperation with certified partners, each unit is securely wiped for personal data and then assessed with regards to its residual value. If possible, the unit may be refurbished and sold in a secondary market. The remaining equipment is recycled in a secure and environmentally friendly way. In 2020, Techstep recycled 5,631 mobile units (7,811) through buy-back solutions. Additionally, at year end, Techstep had a total of 90,565 units under management for future resale or recycling (11,496) through its leasing offering. This number is expected to increase alongside Techstep's ambition to manage more than 1 million devices by 2025. All Techstep partners engaged in resale or recycling are certified in accordance with ISO 9001, 14001 and comply with the Waste Electrical and Electronic Equipment (WEEE) Directive.

Efforts are also made to find more efficient and environmentally friendly alternatives for sourcing, packaging and transportation of goods.

Reducing Techstep's carbon footprint

The direct environmental impact of Techstep's activities is mainly related to energy consumption and waste from its premises, energy consumption from data storage and emissions related to customer deliveries.

Techstep encourages employees to reduce consumption and waste generated from their daily business activities. The company's MMS solutions promote remote work, and employees are encouraged to prioritise alternative forms of distance meetings and choose public transport or co-travelling when possible. Payments are digitized, and physical deliveries of hardware and mobile devices are offered emission-free in the Oslo region. For data storage, Techstep uses Microsoft Office 365 and Azure Compute, which are between 80-98 percent more energy efficient than traditional on-premise data centres.

Eco-Lighthouse certified

Techstep Norway is certified by Eco-Lighthouse, Norway's most widely used environmental management certification which is recognised by the EU. Eco-Lighthouse evaluates enterprises through easily implemented, concrete, relevant and profitable measures, so that they can improve their environmental performance, control their environmental impact, and prove their dedication to corporate responsibility.

The Eco-Lighthouse certification ensures that Techstep Norway is in full compliance with the Internal Control Regulations and relevant environmental regulations. The certification is approved by the Norwegian government as documentation for public tenders.

Employees and working environment

Techstep is committed to being a responsible employer and promotes employees' health and work-life balance beyond the minimum requirements specified by law. By acting responsibly in all aspects of its business, the company supports internationally recognised human rights and labour standards, as defined by the International Labour Organisation's (ILO) fundamental conventions and the UN Declaration of Human Rights.

Diversity and equal opportunities

As of 31 December 2020, Techstep had 289 employees (211) whereof 49 percent in Norway and 51 percent in Sweden. In addition, 10 voluntary part-time employees are working for Techstep's subsidiary Optidev in Sweden.

At Techstep, diversity is appreciated. This is also reflected in the company's values, which promotes a productive and inclusive working environment free from harassment, discrimination, and disrespectful behaviour. The code of conduct specifies that all employees are entitled to equal opportunities for equal work, regardless of gender, age, religion, sexual orientation, ethnicity, nationality, or social background. This implies that every employee will have the same rights, salary and career options in the same position, all other factors being equal. The company's HR function is responsible for following up equality and diversity in the Group.

Techstep has set a female representation target across the Group of 50%. As the company operates in what historically has been a male dominated industry, there is still a way to go to achieve gender equality in the Group.

The Group therefore established initiatives to attract more women to pursue a career within technology. In recruitment processes, emphasis is placed on attracting highly qualified employees of both genders. As a minimum, one female candidate shall be represented in the last round.

Techstep is also part of the SHE Index, a biannually compiled indicator that measures gender balance and progress on initiatives among Norway's largest companies. 80 percent of the index score is based on the current state of gender balance in the company, while 20 percent measures the initiatives that the company has put in place to improve gender equality. In 2020, Techstep's index score improved to 63, which is above the average score for telecom companies of 58. Over time, Techstep aims to reach a SHE Index score of 80.

Gender distribution per 31.12.2020

Employee compensation and benefits

Techstep seeks to offer competitive remuneration to all employees, reflecting their education, experience and professional qualifications. The company is further committed to equal pay for the same work and performance regardless of gender. Techstep uses a global GDPR compliant human capital management (HCM) system for a unified follow-up of all employees, and to identify and close potential wage gaps that may be due to gender or other diversity factors. A recent mapping of wage levels identified an average of 15-18 percent gender wage gap on reported groupings, refer to table below. The gender wage gap is primarily related to the gender distribution within the groupings. Consultants are on average paid more than support functions, and there are more men than women working as consultants, whereas the gender distribution is more even on support functions.

Techstep also offers full pay during parental leave for both men and women. On average, women took 27 weeks of parental leave in 2020 while men took 10 weeks.

Training and career development

All employees are provided opportunities for professional development and skill building. Techstep has undertaken initiatives for the individual employee's development, including personal development meetings and training. The HCM system makes the company better equipped to ensure unified evaluation and follow-up of individual development goals. In addition, the company can more easily identify and follow up on talents helping them prosper and thrive in the organisation.

Working environment

Working with IT typically includes many hours in front of a computer. Techstep employees have the right to a healthy and safe workplace, including a good workplace environment and ergonomics. Techstep's headquarters in Norway and Sweden are located in modern office facilities promoting a good work environment with access to a gym and physical therapy services.

Due to Covid-19, the majority of Techstep's employees have worked remotely most of 2020. Necessary home office equipment has been provided based on individual needs, and all employees have access to health services via the company's health insurance. The company has also facilitated frequent communication across the organisation and all employees have been closely followed up by their immediate supervisor.

Techstep targets a sickness absence rate of 2 percent or less. In 2020, the sickness absence rate was 3.3 percent of the total work hours in the Group (3.6 percent), which is considered a normal level. There were no work-related illnesses. No occupational injuries or fatal incidents were reported during the year (0).

Responsible business

ICT security and data privacy

At Techstep, the customer's privacy is highly valued. Strict guidelines, procedures and solutions have been established to safeguard data from unauthorised access and theft. All employees are responsible for actively ensuring, or helping to ensure, that critical information and personal data are handled with care and in compliance with applicable laws and regulations. ICT Security controls are conducted on a regular basis. Techstep is GDPR compliant and has the necessary governance and internal control systems in place.

Techstep's privacy and security philosophy is reflected in its mobility solution offering to customers. Techstep both offers and uses market-leading Enterprise Mobility Management from MobileIron and SecuSUITE for Government from BlackBerry. SecuSUITE is an encrypted secure speech and data solution for mobile devices used, among others, by NATO.

In 2020 Techstep conducted a Security Awareness Month, to educate and improve awareness among employees. Mandatory sessions have followed in the first quarter of 2021. Techstep did not identify any leaks of customer data or privacy data in 2020, nor receive any complaints from outside partners or regulatory bodies concerning breaches of customer data.

Business ethics and anti-corruption

Techstep will conduct its business in an honest and ethical manner to build trust and confidence with its stakeholders and form a strong corporate culture. The company takes a zero-tolerance approach to bribery and corruption, and is committed to acting professionally, fairly, and with integrity.

Techstep's code of conduct was developed to specify the main business principles that apply when people work together within the Group or with external parties. The code of conduct is intended to guide daily business activities and to be integrated into critical processes, practices, activities, and decision-making across the Group. Non-compliance with these principles may have consequences for the employee's relationship with Techstep.

The code of conduct also includes guidance on how to report any concerns related to illegal or unethical conduct, including a third partyoperated whistleblowing channel for discrete and confidential handling of any potential reports. In 2020, Techstep received one report through the whistleblower channel. The report was treated in accordance with the company's formal whistleblowing process and code of conduct policy.

The code of conduct has been communicated to all employees and each employee is expected to make a personal commitment to abide by the code of conduct. New employees are required to read through and makes themselves familiar with the content. All employees must annually confirm that the code of conduct has been read and understood. In addition, anti-fraud messaging is communicated to employees, customers, partners and suppliers on a frequent basis, and employees receive anti-fraud training each year.

Techstep has further prepared an insider manual and supporting documents, to ensure that, for example, trading in the company's shares by Board members, executives and/or employees, including close associates, is conducted in accordance with applicable laws and regulations.

Responsible sourcing

Techstep promotes responsible sourcing and expects all suppliers to comply with the company's ethical trade policy, which is built on central UN and ILO principles and conventions. Mobile devices are sourced from internationally recognized manufacturers. Most of the company's suppliers are also members of the Responsible Business Alliance (former EICC), which commits them to support the rights and well-being of workers and communities worldwide that are affected by the global electronics supply chain.

Summary ESG results

Indicators	2020	2019	2018

Employees and working environment
Total number of employees	289	211	0
Number of part-time employees	12	n/a	n/a

Gender equality
Percentage of women/men – Group total	21% / 79%	24% / 76%	18 %
Percentage of women/men – Group senior management	0% / 100%	0% / 100%	0 %
Percentage of women/men – Middle management	43% / 57%	44% / 56%	36 %
Percentage of women/men – Board of Directors	40% / 60%	44% / 56%	40 %
Percentage of women/men – Part-time employees	75% / 25%	n/a	n/a
SHE index score	63	51	n/a
Average fixed salary men - group (ex. Management levels)	613	n/a	n/a
Average fixed salary women - group (ex. Management levels)	521	n/a	n/a
Average fixed salary men - Middle management	1 042	n/a	n/a
Average fixed salary women - Middle management	855	n/a	n/a
Average fixed salary men - Group senior management	1 524	n/a	n/a
Average fixed salary women - Group senior management	-	n/a	n/a
Average number of weeks for parental leave – men*	10	n/a	n/a
Average number of weeks for parental leave – women	27	n/a	n/a

Age distribution
< 30	13 %	n/a	n/a
30-40	32 %	n/a	n/a
40-50	36 %	n/a	n/a
50-60	16 %	n/a	n/a
60+	2 %	n/a	n/a
Health and safety
Sick leave	3.3 %	3.6 %	3.5%
Occupational injuries	0	0	0

Environmental impact
Total recycled mobile units	5 631	7 811	5 316
Units under management for future recycling**	90 565	11 496	2 522
Ethical business conduct
Percentage employees signed code of conduct	100 %	n/a	n/a
Reported incidents (whistleblowing)	1	0	0

* In Norway parents are entitled to 46 weeks of paid parental leave, of which each parent is entitled to 15 weeks with flexible leave over the three first years after the birth. In Sweden, parents are entitled to 480 days (16 months) of paid leave, and each parent has an exclusive right to 90 of those days (18 weeks) with flexible leave over the eight first years after the birth. ** Devices under Techstep's control as a part of the Group's leasing offering.

Promoting sound corporate governance

Techstep ASA's principles for good corporate governance establish the foundation for longterm value creation to the benefit of the owners, employees, other stakeholders, and society at large.

The principles should help inspire trust and confidence in the company, render decisionmaking more effective, and improve communication between management, the Board of Directors and the company's shareholders.

The principles cannot replace the ongoing work to maintain a healthy corporate culture throughout the company but should be considered in this context. Trust and confidence in Techstep are based on the existence of respect, responsibility and equality, both internally and externally.

Implementation and reporting on corporate governance

Techstep is a Norwegian public limited company listed on the Oslo Stock Exchange and bases its corporate governance structure on Norwegian legislation and recommended guidelines.

The company observes the Norwegian Code of Practice for Corporate Governance, issued by the Norwegian Corporate Governance Board, which was most recently revised on 17 October 2018, and referred to in this document as "the Code of Practice". The Code of Practice is available on the website www.nues.no. Application of the Code of Practice is based on the "comply or explain" principle, which stipulates that any deviations from the code should be explained.

By the company's own assessment, Techstep did not have any deviations from the Code of Practice in 2020.

The principles and implementation of corporate governance are subject to annual reviews and discussions by the company's Board of Directors. This report discusses Techstep's main corporate governance policies and practices and how Techstep has complied with the Code of Practice in the preceding year.

Business

Techstep is positioning itself to become a leading Managed Mobility Services provider in the Nordics. The company's operations comply with the business objective set forth in its articles of association, section 3:

"The company's purpose is to engage in business operations within information and communication technology, and to develop and provide solutions and software related to the mobility, digitalisation and consultancy business and everything that belongs thereto, including owning shares and other securities in other companies."

The Board of Directors has defined clear goals, strategies and risk profile for the company's business activities in order to create value for its shareholders and to ensure that its resources are utilised in an efficient and responsible manner. This has benefit for all its stakeholders. The Board has further adopted various policies providing business practice guidance, including a policy on corporate social responsibility, a code of conduct, and guidelines for ethical trade. The policies set the standards for the responsible and ethical behaviour expected from employees or persons associated with the company, to build trust and loyalty internally and prevent violations and negative impact externally. The company's objectives, strategy and risk profile, which are reviewed on an annual basis, are described in the annual report for 2020, together with a report on the company's corporate social responsibility measures.

Equity and dividends

As of 31 December 2020, Techstep's total equity was NOK 563.5 million and total liabilities amounted to NOK 635.7 million, which corresponds to an equity ratio of 47%, and a debt-to-equity ratio of 1.13. The Board of Directors considers the capital structure to be satisfactory and in accordance with Techstep's risk profile, enabling the company to deliver on its strategy and to pursue its ambitions.

Techstep has not established a dividend policy beyond a consensus that the company's goals and strategy are to increase shareholder value and contribute to an attractive market for the company's shares. Techstep has not paid dividends to date and does not expect to pay a dividend in the coming years. Techstep's intention is to retain future earnings, if any, to finance operations and expansions of the business. Any future decision to pay a dividend will depend on the company's financial position, operating profit and capital requirements.

Board mandates

At the annual general meeting on 22 June 2020, three authorisations were granted to the Board of Directors:

Authorisation to increase the share capital by up to NOK 35 million, by issuing up to 35 million shares with a par value of NOK 1 per share. The authorisation covers both cash and non-cash considerations, including mergers. The par value and number of shares have been adjusted in connection with acquisitions made during the year. As of 31 December 2020, the remaining number of unused shares was 14,499,865.
Authorisation to acquire treasury shares, limited to 10% of the share capital as of 31 December 2019. As per 31 December 2020, the authorisation has not been used.
Authorisation to increase the company's share capital by up to NOK 9.5 million, by issuing up to 9.5 million shares in Techstep, with a par value of NOK 1 per share, in connection with the company's incentive plan for its employees and directors. As at 31 December 2020, a total of 4,910,274 million share options have been granted to key employees under the existing authorisation.

All three authorisations are valid until Techstep's annual general meeting in 2021, and no later than 30 June 2021. There was a separate vote on each of the three authorisations. For supplementary information about the authorisations, reference is made to the minutes of the annual general meeting held on 22 June 2020. These are available from www.techstepasa.no and www.newsweb.no.

Equal treatment of shareholders and transactions with related parties

Techstep ASA has one class of shares. Treasury shares will be traded on the stock exchange or in accordance with guidelines from the Oslo Stock Exchange.

According to the Norwegian Public Companies Act, the company's shareholders have preemption rights in share offerings against cash contribution. Such pre-emption rights may be set aside, either by the general meeting or by the Board based on an authorisation to the Board. In the event of a capital increase based on authorisation from the general meeting, where the pre-emptive rights of shareholders are set aside, the company will provide the reasons for the practice in the stock exchange notice in which the capital increase is announced.

In 2020, Techstep issued consideration shares as settlement for the acquisitions of Optidev AB and eConnectivity CC AB, where the preemptive rights of the shareholders were set aside. The consideration shares were issued under the existing board authorisation to increase the share capital. For details, see the stock exchange releases dated 1 October and 18 December 2020, respectively.

Any transactions in treasury shares, i.e., a share buy-back programme, will be carried out either through Oslo Stock Exchange or otherwise at stock exchange prevailing prices. If there is limited liquidity in the company's shares, the company will consider other ways to ensure equal treatment of all shareholders. There were no transactions in treasury shares during 2020.

For significant transactions with closely related parties, the company will use valuations and statements from an independent third party if the transaction is not to be considered by the general meeting. There were no such transactions in 2020. For further information, refer to note 23 "Related party transactions" in the annual report for 2020.

Freely negotiable shares

The company's shares are freely negotiable on the Oslo Stock Exchange. There are no restrictions on owning, trading or voting for shares in the articles of association.

General meetings

The general meeting is the company's highest decision-making body. The general meeting is open to all shareholders, and Techstep encourages shareholders to participate and exercise their rights at the company's general meetings. In order to vote, the shareholder must be registered with the Norwegian Central Securities Depository (VPS) at the time of the general meeting.

Notices of general meetings shall be sent no later than 21 days prior to the date of the general meeting. According to the company's articles of association, there is no requirement to send the documents up for consideration by the general meeting directly to shareholders as long as the documents have been made available on the company's website. The same applies to documents that by law are required to be included in or attached to the notice of the general meeting. A shareholder may nonetheless request that relevant documents concerning business to be transacted at the general meeting be sent to him or her. The registration deadline will be set as close to the meeting as possible, and all the necessary registration information will be provided in the notice.

Shareholders who are unable to attend may vote by proxy. Whenever possible, the company will prepare a proxy form that permits separate votes for each item up for consideration by the general meeting.

The Chairman of the Board normally chairs the general meeting. In the event of disagreements about individual items, where the Chairman belongs to one of the factions or is for other reasons not regarded as impartial, another chairperson will be appointed to ensure impartial treatment of the items up for consideration at the meeting.

In 2020, Techstep held its annual general meeting on 22 June with 54.9% of the shares represented. No extraordinary general meetings were held during the year.

Techstep's nomination committee consists of two members, elected pursuant to section 6 of the company's articles of association.

The duties of the nomination committee include nominating candidates for the Board of Directors and the nomination committee, as well as proposing the Board's remuneration. Grounds for nominations by the nomination committee are provided when nominees are presented to the general meeting. All shareholders are entitled to nominate candidates to the Board, and information about whom to contact to propose candidates can be found on the company's website, www.techstepasa.no.

The objectives, responsibilities and functions of the committee are further described in the "Instructions for the nomination committee", which were adopted by the general assembly at the annual general meeting in 2018.

The current nomination committee was elected at the annual general meeting on 22 June 2020, and consists of two members, Harald Arnet (Chairman) and Jonatan Raknes, who were both re-elected for a period of two years. Arnet and Raknes represent two of the company's largest shareholders. Both are considered independent of the Board of Directors and the executive management. Remuneration of the members of the nomination committee is determined by the general meeting, based on the Board of Director's proposal.

Board of Directors, composition and independence

In accordance with section 5 of the articles of association, the company's Board of Directors shall consist of three to seven members, elected by the general meeting. The Chairman of the Board is elected by the general meeting. As at 31 December 2020, the company's Board of Directors consists of five members: Jens Rugseth (Chairman), Einar J. Greve (Vice Chairman), Ingrid Leisner, Anders Brandt and Toril Nag. Two of them are women. All board members were re-elected at the annual general meeting on 2 April 2019 for a period of two years. The members may be re-elected.

The composition of the Board of Directors is based on broad representation of the company's shareholders, as well as the company's need for competence, capacity and balanced decisions. A summary of the competence and background of each individual board members is available on the company's website, www.techstepasa.no.

All board members are regarded as independent in relation to the company's day-to-day management, and in relation to important business associates. Three of the board members are regarded as independent of the company's main shareholders: Ingrid Leisner, Anders Brandt and Toril Nag. A summary of the shares of stock held in the company by each board member is available in note 25 to the annual report for 2020.

The work of the Board of Directors

The Board of Directors has the ultimate responsibility for overseeing and supervising the company's management and operations. The work of the Board is based on the rules of procedure for the Board of Directors, adopted on 24 November 2016, which describe the responsibilities, duties and administrative procedures of the Board of Directors, and regulate the distribution of duties between the Chairman and CEO. The rules of procedure also regulate work related to the Board committees, including the audit committee and the compensation committee.

The Board of Directors is responsible for determining the company's overall goals and strategic direction, principles, risk management, and financial reporting. The Board of Directors is also responsible for ensuring that the company has a competent management with a clear internal distribution of responsibilities, as well as for continuously evaluating the performance of the CEO. Rules of procedure for the CEO, clarification of duties, authorities and responsibilities, have also been prepared.

Techstep treats transactions with shareholders, Board members, employees and other related parties with due care. To ensure that these transactions and situations are handled in the best possible manner, the Board of Directors urges transparency and the application of good judgment in any transaction in which the company and a Board member, or a party related to a Board member, may have interests.

The Board of Directors meets as often as necessary to fulfil its duties, and at least seven times each financial year. The Board of Directors held 11 board meetings in 2020 with 93 % meeting attendance.

Board committees

The Board of Directors has appointed an audit committee, the main duties of which is to assess the company's financial reporting and systems for internal control, monitor and evaluate the auditor, ensure that the auditor is independent, and assist the nomination committee with a proposal for the election and remuneration of the auditor. As at 31 December 2020, the audit committee consisted of two board members, Ingrid Leisner and Toril Nag, both of whom are regarded as independent of the company.

The Board of Directors has also appointed a compensation committee, which assists the Board of Directors with tasks related to the evaluation and determination of remuneration for the CEO, as well as the formulation of a policy for the remuneration of executive personnel. As at 31 December 2020, the compensation committee consisted of the Chairman of the Board Jens Rugseth and board member Ingrid Leisner.

Risk management and internal control

The Board of Directors of Techstep is responsible for ensuring that the company has good risk management and internal controls in accordance with the regulations that apply to its business activities.

The company's systems and procedures related to risk management and internal control shall ensure efficient operations, timely and correct financial reporting, and compliance with the laws and regulations to which the company is subject. Specific goals for the company's internal control are prepared and revised annually by Techstep's corporate management. In addition, the audit committee meets annually with the auditor, during which the company's internal control routines are reviewed and assessed.

In 2019, in connection with the establishment of a quality management system, Techstep conducted a project to identify drivers and risks that may have a material impact on long-term value creation for its business.

Techstep's accounts are prepared in accordance with the international accounting standard IFRS, which aims to provide a true and fair overview of the company's assets, financial obligations, financial position and operating profit. The Board of Directors receives monthly reports from management on developments and results related to strategy, finance, KPIs, risk management, projects, challenges and plans for upcoming periods. In addition, quarterly reports are prepared in accordance with the recommendations of the Oslo Stock Exchange, which are reviewed by the audit committee prior to the respective Board meetings and subsequent publication.

The Board has adopted an insider manual with ancillary documents, including policies and procedures on retrieving and disclosing information related to Group operations. The insider manual is intended to ensure that, for example trading in the company's shares by Board members, executives and/or employees, including close relations is conducted in accordance with applicable laws and regulations. Furthermore, the company has prepared a code of conduct, which sets the standard for the behaviour expected internally and externally by anyone employed by or associated with Techstep. The code of conduct has been communicated to all employees and each employee is expected to make a personal commitment to abide by the code of conduct. The code of conduct includes guidance on how to report any concerns related to illegal or unethical conduct, including a third partyoperated whistleblowing channel. In 2020, Techstep received one internal notification through the whistleblowing channel, which was handled in accordance with established procedures.

For information related to the company's identified risk and risk management, reference is made to the Board of Directors' Report and note 20 to the accounts in the annual report for 2020.

Remuneration of the Board of Directors

The remuneration of Board members is stipulated annually by the annual general meeting based on the nomination committee's recommendation. The remuneration reflects the Board of Directors' responsibilities, competence, time involved, and the complexity of the business.

The remuneration of the Board of Directors is not performance based and the company does not grant share options to any Board members. Members of the audit committee are remunerated separately. The company does not provide loans to Board members. Detailed information about the remuneration of the Board of Directors can be found in note 28 to the accounts in the annual report for 2020.

Remuneration of executive personnel

The main principle of Techstep's executive remuneration policy is that the remuneration should be competitive and provide the motivation to attract and retain individuals with the required competence. The executive remuneration consists of a fixed salary and a variable part linked to the company's and the individual's achievement, and pension schemes. Performance-related remuneration is tied to business results and other KPIs, and subject to an absolute limit of 50% of the fixed salary. In 2020, the share option programme for executive management and certain other employees was extended. The program is linked to value creation to the benefit of shareholders over time.

The executive remuneration guidelines have been presented to, and were adopted by, the general meeting on 22 June 2020 (also see note 28 in the annual report for 2020).

Information and communications

Techstep adheres to the Oslo Stock Exchange's IR recommendation, last revised 1 July 2019. The company prioritises communication with shareholders, investors and analysts to build trust and credibility, and support access to capital and a fair valuation of the company's shares. The Board of Directors seeks to provide accurate, clear, relevant and up-to-date information to the market, while ensuring equal treatment.

The CEO and the Chairman are responsible for investor and shareholder relations. The CEO shall focus on the day-to-day communication with investors and shareholders, while the Chairman shall focus on the shareholders' expectations related to the company's strategic direction and risk preparedness, as well as issues that require resolution by the general meeting. The Board has adopted instructions pertaining to the handling of inside information and disclosure of information, in which the company's disclosure obligations and procedures are explained.

Techstep provides interim reports within 45 days after the end of the quarter, in accordance with the Oslo Stock Exchange's recommendation. The complete annual financial statements, including the Board of Directors' Report, are made available no later than three weeks prior to the annual general meeting, and no later than the end of April every year.

Techstep provides presentations in connection with the company's interim reports. The presentations are open to the public and provide an overview of the operational and financial developments, market outlook and the company's prospects. The presentations are also made available on the company's website.

All information is primarily provided in English, and is distributed to the company's shareholders through the Oslo Stock Exchange www.newsweb.no, and the company's website www.techstepasa.no.

Takeovers

The company's articles of association contain no defence mechanisms against takeover bids, nor have other measures been implemented to specifically hinder the acquisition of shares in the company.

In the event of a takeover process, the Board of Directors and the executive management shall ensure that the company's shareholders are treated equally, and that the company's activities are not unnecessarily interrupted. The Board of Directors has a special responsibility to ensure that the shareholders have sufficient information and time to assess the offer.

In addition to complying with relevant legislation and regulations, the Board of Directors shall seek to comply with the recommendations in the Code if the situation so permits. The Board of Directors has established guiding principles for how it will act in the event of a takeover bid. The main principles include that the Board shall not hinder or obstruct any takeover bid, give shareholders or others unreasonable advantages, or protect their personal interests at the expense of others, and that the Board shall protect the shareholders' values and interests.

If deemed necessary, the Board shall also ensure a valuation from an independent thirdparty. On this basis, the Board of Directors will make a recommendation as to whether the shareholders should accept the bid.

Auditor

The company's auditor, BDO AS, was appointed by the annual general meeting and is regarded as independent in relation to Techstep ASA. The Board of Directors receives an annual confirmation from the auditor that the requirements regarding independence and objectivity have been satisfied.

The Board of Directors requires the auditor to prepare an annual plan for the implementation of the audit, which is made known to the audit committee and the Board of Directors. The Board of Directors further requires an annual meeting with the auditor, in conjunction with the approval of the annual report. This meeting includes an opportunity for a review with the auditor, without the presence of the company's day-to-day management.

The Board of Directors has prepared separate guidelines for using the auditor for services other than auditing. As a guiding principle, the company's auditor cannot be contracted if the service rendered can be considered to compromise the auditor's independence in the eyes of an outside party.

The Board of Directors discloses the amount of remuneration to be paid to the auditor, distributed between auditing and other services, to the annual general meeting, which makes the final decision to approve the auditor's remuneration. The auditor shall attend the annual general meeting.

Executive Management

Jens Haviken - CEO

Mr. Haviken is an experienced executive within consulting, managed services, software and hardware distribution. He has a proven track record of developing, rebuilding and streamlining operations of companies in the ICT sector. Prior positions held by Haviken include VP Services and Solutions and Country Manager at Dustin Group AB (publ) and various Director roles at Microsoft and Accenture. Mr. Haviken has worked in the industry since 1991, and has experience ranging from start-ups to large international corporations, such as Microsoft and Accenture.

Marius Drefvelin – CFO

Mr. Drefvelin has both operational and transactional experience from his current and previous work, including driving operational improvements, restructuring and integration. Mr. Drefvelin came from the position as Group CFO of Creuna, a leading Nordic technology and communications consultancy firm with 350 employees. Mr. Drefvelin also has experience with transactions and investments both as an advisor and investor at Deloitte, Jebsen Asset Management and KPMG.

Mr. Drefvelin has a BSc in Finance and a BSc in Economics from the University of Utah, USA. Moreover, he is a Certified European Financial Analyst from the Norwegian School of Economics.

Inge Paulsen – Managing Director Norway

Mr. Paulsen is an experienced executive manager with a proven track record from companies such as Clear Channel, Eltel Networks/Sønnico Tele, Infratek/Hafslund, Implement (formerly known as MarkUp Consulting) and Accenture. Mr. Paulsen's core competencies are within business development and change management combined with handling daily operations. His broad experience comes from heading strategic business development projects in venture businesses or turnaround cases, as well as holding various executive positions with profit & loss responsibility.

Mr. Paulsen holds a MSc in Business Management (Siviløkonom) from the Norwegian School of Economics and Business Administration (NHH). He also graduated from The Royal Norwegian Air Force Academy.

Fredrik Logenius – Managing Director Sweden

Mr Logenius has been Managing Director of the Swedish company Optidev AB, which Techstep ASA acquired in 2020, since 2015. Thanks to business achievements with Optidev AB, he was awarded Entrepreneur of the Year 2020 in his hometown Borås where Optidev AB has its head office. Mr Logenius has also been nominated for the EY Entrepreneur of the Year award, a programme which spans more than 60 countries around the world.

Erik Haugen – Chief Commercial Officer

Mr Haugen is an international business professional, bringing with him broad commercial experience in finance, telecommunications, consumer electronics, the entertainment licencing industry, and IT. Following his business administration studies at BI Norwegian Business School, Mr Haugen spent 12

years in London, working with sales, marketing and business management for companies like Pioneer and Sony Ericsson, before moving into international movie and music licensing, joining The Licensing Agency Ltd. in 2005.

Since returning to Norway in 2009, Mr Haugen first joined Norwegian Air Shuttle ASA to implement their mobile communications initiative. He subsequently moved into finance and professional service sales with Lindorff AS (now Intrum) in 2011, where he has was responsible for strategic sales, key account management and business development for a large portfolio of clients within telecoms, utilities, trade, SME and the public sector.

Mads Vårdal – Chief Product Officer

Mr. Vårdal is an experienced business developer and executive with a proven track record from previous positions at Nordialog, Smartworks and Teki Solutions. His long experience from the industry covers sales, strategy, business development, M&A processes, product development and executive manager roles. Mr. Vårdal has since 2007 been operating in several central executive roles within sales, business development and daily management with a build- and turnaround focus.

Board of Directors

Jens Rugseth – Chairman of the board

Jens Rugseth has served on the Board of Techstep since February 2019. Mr. Rugseth is a co-founder and Chairman of the Board of Crayon Group ASA and Link Mobility Group ASA. He has been a serial founder of a number of companies within the IT sector over the past 30 years. Mr. Rugseth has also held the position of Chief Executive Officer with some of the largest IT companies in Norway, including ARK ASA, Cinet AS and Skrivervik Data AS. Mr. Rugseth studied business economics at the Norwegian School of Management. Jens Rugseth is a Norwegian citizen, currently residing in Oslo, Norway.

Einar J. Greve – Vice chairman

Mr. Greve has served on the Board of Techstep since November 2016. Mr. Greve works as a strategic advisor at Cipriano AS and has previously worked as a partner of Wikborg Rein & Co and as a partner of Arctic Securities ASA. Mr. Greve has held, and holds, various positions as Chairman or director of several listed and unlisted companies. He holds a degree in law (cand.jur.) from the University of Oslo.

Ingrid E. Leisner - Board member

Ms. Leisner has served on the Board of Techstep since January 2016. Ms. Leisner's directorships include current board positions for Self Storage Group ASA, Norwegian Air Shuttle ASA, Maritime and Merchant ASA. Ms. Leisner has a background as a trader of various oil and gas products in her 15 years with Statoil ASA. Her years of experience of, and expertise in, business strategy, M&A, management consulting and change management have been very valuable when serving on the boards of several companies listed on Oslo Stock Exchange. She holds a Bachelor of Business degree with honours from the University of Texas in Austin.

Anders Brandt - Board member

Mr. Brandt has served on the Board of Techstep since April 2018. Mr. Brandt has more than 20 years of experience in international entrepreneurship, technology, venture capital and digital services. He is managing partner in the venture capital fund Idekapital, and has co-founded and exited numerous companies, including DinSide, OMG, Viken Fibernett, Mytos, Meshtech and Bubbly Group. Brandt has 14 years of board experience for listed companies on Oslo Stock Exchange and Nasdaq Stockholm, including several tech companies.

Toril Nag - Board member

Ms. Nag has served on the Board of Techstep since April 2018. Ms. Nag is Group Executive Vice President, responsible for customer service and the telecommunications business area of the Lyse Group. She has extensive experience in telecom and digital services, as well as banking and finance. She has held a number of board positions in technology, energy and R&D-related companies, and her directorships include Dolphin Group ASA, IKT-Norge, Kolumbus AS and Altibox AS. Ms. Nag is a qualified civil engineer in Computer Science from the University of Strathclyde and has further education in management from the Norwegian Business School BI.

Board of Directors' Report

Techstep is on a journey transforming itself into a software-driven Managed Mobility Services (MMS) provider. Techstep's growth and acquisition strategy has enabled the company to become a leading enabler of the digital workplace in the Nordic region through its own IP, software and mobility expertise. Together with customers, Techstep is developing to be an everything-as-a-service provider with customised solutions for the mobile workplace.

Business activities and strategy

New technology is transforming the way people live and work. People expect easy access to tools and services across devices, both at home and at work. In a world going mobile, Techstep is purpose-built to service the mobility needs of public and private enterprises and their workforce. Techstep enables enterprise customers to use mobile devices as true work tools through a well-developed service stack, materially improving productivity and employee engagement.

Techstep has extensive experience as a leading enterprise mobile solutions provider serving 550+ enterprise customers across various industries in the private and public sectors in the Nordics. Since late 2016, Techstep has consolidated primarily the Norwegian and Swedish market through 10 acquisitions, with the focus on integration and transition to a software and services-led company. These acquisitions have made Techstep wellpositioned for Nordic leadership in the highly attractive mobility market which is emerging in the Nordics.

Covid-19 impact on Techstep

Techstep's business is to enable enterprises and employees to do their work across mobile devices and locations, with a high degree of security and operational stability. Techstep has been well equipped to deal with the Covid-19 situation and ensure business continuity and efficient operations.

Throughout 2020, Techstep monitored the effect Covid-19 had on the macroeconomic development and the related risks for Techstep's operations, employees, customers and partners.

Immediately after the outbreak, Techstep established business contingency plans and a dedicated task force. Since 12 March 2020, Techstep has run core operations remotely by utilising mobile office solutions. Furthermore, Techstep restricts physical meetings and all unnecessary travel. Techstep has operated via decentralised locations with focus on maintaining its client services in a best possible manner throughout 2020 and going into 2021.

Market conditions are still somewhat affected by the Covid-19 pandemic but have improved since the first outbreak. The majority of Techstep's customers are operating as normal, but some have longer lead time on sales and implementation processes. This is expected to revert to normal with the roll-out of vaccinations and reduction in outbreaks.

Techstep continues to monitor the effect Covid-19 is having on the macroeconomic development and risk. See Note 21 of this report for a more detailed review of financial risk factors.

Main developments in 2020

With two additional acquisitions, both closed in the fourth quarter, Techstep continued its strategy of building a leading MMS provider in the Nordic region. Going forward, Techstep will focus on building its MMS offering by leveraging its service stack and continue creating a bundle of recurring services, in turn driving valuecreation for its customers, growth in managed devices and gross profit per managed device.

Techstep's MMS offering is a purpose-built mobility solution for enterprises either entering or enhancing their mobility journey. Techstep offers quality solutions that utilise mobile phones and similar devices as true work tools through a broad customised service stack to best fit individual needs. Techstep combines device management, software, hardware and connectivity into one managed service. The offering benefits workers, enterprises, society and the planet by improving productivity and skills development, as well as enhancing employee engagement, while at the same time reducing the enterprises' environmental footprint.

Techstep will grow managed devices and gross profit by ensuring that existing and new customers adopt the current MMS offering and by adding value through new services, as well as reinvesting parts of near-term profits to capture market opportunities. To improve profitability over time, the company will leverage operations and streamline the organisation. In addition, the company will continue to invest in IP, software and mobility expertise, in addition to pursuing M&A opportunities in order to strengthen the managed mobility services offering and Techstep's Nordic position.

Making work mobile through value-adding services

Techstep continuously develops its offerings to become a leader in the Nordic MMS market. Techstep has over the last year increased its service stack-offering and strengthened its onestop-shop with developments within Advisory Services, Platform Management and Asset Management.

The Advisory Services consist of a highly experienced team of Mobility experts that help customers enable the power of the Asset- and Platform Management services, in addition to ongoing support and advice for development. Platform Management is made up of services designed to manage all types of mobile devices at the enterprise level. These services manage user profiles, apps, OS updates and security. Asset Management provides services tied to the lifecycle of each individual device, comprising of Techstep's software solution 'Origo Business Cloud' and the mobile-as-a-service concept, 'Flow'.

'Flow' is one of Techstep's bundles of Managed Mobility Services consisting of hardware, software and services. 'Flow' includes a mobile device, Origo software, device lifecycle management, service, support and financing. Origo is Techstep's proprietary software-as-aservice solution, and a core value driver going forward. Techstep Finance is Techstep's own leasing solution that adds customer benefits like lower total cost of ownership and a residual value at the end of the leasing period.

The Optidev TrueMobile platform is a cloudbased mobile software solution that creates work traceability for deskless workers. The software can be paired with certified hardware and tailored to the customer's specific needs, e.g to develop a specific work-related app for use by the customer's employees.

Strategic initiatives to transform Techstep to a leading MMS provider in the Nordic region

Techstep has over the past five years acted as a market consolidator in Norway and Sweden, and thus continuously evaluate potential M&A opportunities. In line with its growth strategy, Techstep made strategic initiatives to strengthen its position within MMS during 2020.

In April 2020, Techstep Norway AS sold its IT Operations and Support business unit to Crayon AS for a total consideration of NOK 8 million. This agreement follows a series of measures to transform Techstep towards an IP, software and mobility expertise driven company.

In September, Techstep signed a share purchase agreement to acquire Optidev AB, a developer and provider of enterprise mobility software and solutions in Sweden, Norway and Denmark, predominantly to customers within the transportation, logistics and public safety sectors. Optidev has been developing and supplying business-critical mobility solutions since 2000, and the company has 85 employees. The transaction was concluded on 1 October.

In December, Techstep acquired Gothenburgbased eConnectivity through its fully owned subsidiary Optidev. eConnectivity is a specialised developer and provider of strategic enterprise services related to mobility and digitalisation. eConnectivity offers solutions within SAP mobility, project management, enterprise app development, and mobility business analysis. The company's six mobility experts provide services to large enterprises customers in Sweden such as Volvo, SKF and City of Gothenburg. The transaction was concluded on 18 December 2020.

These two acquisitions complement Techstep's offering in the growing Nordic MMS market and strengthens the company's position and capabilities to achieve its long-term goals.

Positioning for growth in Sweden

Techstep launched the MMS solution 'Flow' in Sweden during the second half of 2020, marking a milestone in the geographical expansion. Techstep Sweden continued its operational progress by onboarding new and existing customers throughout 2020.

The acquisition of Optidev was another important milestone for Techstep Sweden. Optidev has continued to perform well and has a good foundation for integration with Techstep Sweden. Going forward, Techstep Sweden is well positioned for operational improvements and further growth, including a planned expansion in the Stockholm area.

Sales activity

Since 'Flow' was launched in late 2019, Techstep has signed a total of 24 customers with a total value potential of NOK 116 million. 17 of the contracts were signed in 2020, with an estimated value of NOK 107 million.

Furthermore, Origo Business Cloud, a key component of the 'Flow' offering, is also sold independently of 'Flow'. Total Origo users were ~43,000 at the end of the year, up from ~27,000 users at year-end 2019.

The largest Flow-contracts signed in 2020 were with Sveriges Radio, Mesta, BAMA, Eltel and Sykehuset i Vestfold. Many of the new contracts represent upselling and repeat wins on existing agreements. Going forward, it will be even more important to develop Techstep together with its customers to find unique and specialised solutions that are tailored to individual needs, in turn creating value for customers and Techstep shareholders.

Recurring revenue base

Techstep's annual recurring revenue base (ARR¹ ) was NOK 63 million at the end of 2020, including ARR from Optidev. Optidev's contribution amounted to NOK 24 million at the end of the year. Techstep's recurring revenue relates to the sale of own software with ~98% gross margin comprising Mobile Expense Management, Origo Business Cloud and TrueMobile - sold either as a white-label service through partners or directly by Techstep.

¹ Refer to alternative performance measures

Financial review

Profit and loss

Full-year revenue amounted to NOK 1,142.9 million for 2020, compared to NOK 1,132.1 million in 2019. In 2020, Own Software accounted for NOK 43.4 million (NOK 34.4 million), whereas leasing revenue accounted for NOK 105.3 million (NOK 1.8 million). Advisory & Services amounted to NOK 200.9 million (NOK 213.2) and related commissions were NOK 31.3 million (NOK 43.2). Hardware sales (including bonus from vendors) remain the largest revenue generator with NOK 758.1 million (NOK 835.2 million).

The acquisition of Optidev and eConnectivity contributed with NOK 70.8 million in revenue in 2020, consolidated from the fourth quarter.

Gross profit was NOK 378.3 million for the full year 2020 (NOK 279.3 million). This mainly relates to an increase in the leasing portfolio and the inclusion of the acquisitions in the fourth quarter 2020.

The gross margin increased to 33% for 2020, up from 25% in 2019. In 2020, Own Software accounted for 11% (12%), advisory, services and third-party software accounted for 28% (35%) and operating commission for 8% (15%) of gross profit. The remaining relates to leasing 22% (0%), Hardware for 30% (35%) and Other 0% (2%).

Total net operating expenses in 2020 were NOK 1,171.5 million, compared with NOK 1,212.3 million in 2019. Salaries and personnel costs increased by 11% to NOK 208.2 million, mainly related to the acquisitions. Options costs were NOK 1.9 million (NOK 2.6 million) for 2020. Other operational costs were NOK 74.4 million (NOK 63.4 million).

EBITDA for 2020 came to NOK 104.5 million, and includes NOK 16 million from Optidev, a NOK 4.8 million gain on the sale of the office building in Karlstad, Sweden, proceeds from the sale of the IT business of NOK 8 million, an earnout reversal of NOK 4.9 million, as well as oneoff costs related to M&A of NOK 9 million. EBITDA for 2019 was NOK 27.0 million and included M&A costs of NOK 2 million.

The ordinary operating loss (EBIT) amounted to NOK 10.8 million for 2020, compared to an operating loss of NOK 80.2 million in 2019. EBIT for 2019 included a goodwill impairment of NOK 70 million.

The net financial result amounted to negative NOK 6.1 million in 2020, compared to NOK 17.8 million in 2019. The higher financial result in 2019 is a consequence of the increase in ownership of Techstep Finance AS from 50% to 80%, resulting in a remeasurement on previous equity interests in the acquired company of NOK 18.2 million.

The net loss for 2020 was NOK 23.6 million, compared to a net loss of NOK 64.3 million in 2019.

Financial position

In 2020, Techstep issued 20,500,135 new shares in connection with the acquisitions of Optidev and eConnectivity.

As at 31 December 2020, total assets were NOK 1,199.1 million, compared with NOK 817.2 million as at 31 December 2019.

Intangible assets account for NOK 733.3 million (NOK 480.3 million). Intangible assets include goodwill of NOK 571.4 million and customer relations and technology of NOK 161.9 million.

Total tangible assets were NOK 173.6 million (NOK 111.8 million) as at 31 December 2020 including NOK 125.4 million (NOK 72 million) in hardware leased out to customers and NOK 40.2 million (36.6 million) in leased assets.

Total inventories and receivables were NOK 264.8 million as at 31 December 2020. The increase of NOK 89.5 million year-on-year relates mainly to the Optidev acquisition.

Total equity at the end of 2020 was NOK 563.5 million (NOK 456.0 million), corresponding to an equity ratio of 47% (56%).

Non-current interest-bearing debt of NOK 108.5 million (NOK 0.2 million) includes an acquisition loan of NOK 50.0 million and seller's credits of NOK 50.8 million. Other non-current debt of NOK 54.5 million (NOK 47.7 million) primarily relates to leasing commitments of NOK 26.3 million and a buy-back obligation for leased hardware of NOK 25.3 million.

Current interest-bearing liabilities amounted to NOK 85.5 million (NOK 46.4 million) in 2020. This includes net bank overdraft accounts of NOK 43.3 million, as well as a short-term seller's credit of NOK 24.1 million and a short-term part of the acquisition loan of NOK 13.3 million related to the Optidev acquisition.

Other current liabilities of NOK 166.0 million (NOK 116.8 million) as at 31 December 2020 mainly include payables to employees of NOK 39.8 million, deferred revenue of NOK 78.8 million, leasing commitments of NOK 14.1 million and a buy-back obligation for leased hardware of NOK 1.9 million.

Net interest-bearing debt was NOK 166.8 million at the end of 2020, compared to NOK 2 million at the end of the preceding year. The increase is mainly due to new interest-bearing debt related to financing of the Optidev acquisition.

Cash flow

The net cash flow generated from operating activities was NOK 71.1 million in 2020, compared with NOK 51.1 million in 2019. In 2020, Techstep had improved cash generation from own operations. Negative change in net working capital from the Optidev acquisition where the main operating cash outflow in 2020.

Net cash flow used for investment activities was a negative NOK 170.4 million. This is largely due to acquisition expenditure of NOK 61.4 million net of cash acquired, as well as capital expenditures related to leased out hardware of NOK 108.7. Techstep also invested NOK 21.4 million in own software and IT development and gained NOK 21.1 in proceeds from sales of property and the IT business-unit in the year. The net cash flow used for investment activities in 2019 was NOK 18.3 million, mainly related to software and IP development investments and payment for hardware leased out through Techstep Finance.

Net cash flow from financing activities was NOK 36.5 million in 2020. This includes proceeds from borrowings of NOK 66.7 million, lease repayments of NOK 17.5 million and repayment of bank loans of NOK 12.7 million. The net cash flow from financing activities in 2019 was

negative at NOK 27.5 million, relating to repayment of borrowings and lease obligations.

Cash and cash equivalents decreased by NOK 62.7 million during 2020, to negative NOK 15.9 million at the end of the year. Refer to note 14.

Going concern

Based on the aforementioned comments about Techstep ASA's accounts, the Board of Directors confirms that the annual financial statements for 2020 have been prepared on the basis of a going concern assumption, and that this assumption has been made in accordance with Section 3-3a of the Norwegian Accounting Act.

Allocation of the profit/loss for the parent company, Techstep ASA

Loss for the year 2020 attributable to owners of the parent was NOK 23.5 million, compared to a loss of NOK 64.3 million for 2019. The Board has proposed that the loss be covered by other reserves.

Financial risk and risk management

Techstep is exposed to various types of risks. Market-, operational- and financial risks are the most relevant and are subject to risk management. The Group's risk management aims to support value creation and ensure a continued, solid financial platform through transparent and strategic management of both financial and operational risk factors. The Group's risk management is coordinated by the head office in cooperation with the Board of Directors, and is continuously monitored, so that appropriate actions can be taken when required, to eliminate or mitigate any potentially negative impact on operational or financial performance.

In the short and intermediate term, Techstep's focus is on developing its business platform and maintaining efficient daily operations to secure the Group's cash flow by reducing financial market exposure. Long-term financial investments have been made to generate longterm financial returns.

Techstep's operations, revenues and profits are dependent on the Group's ability to generate sales through existing and new customers.

Techstep operates in a competitive market segment, and the Group's success depends on its ability to meet changing customer preferences, to anticipate and respond to market and technological changes, and develop effective and competitive relationships with its customers and partners.

Techstep believes that being an early mover in the Nordic MMS market provides a solid fundament to retain and strengthen its market position going forward. The operational risk mainly relates to major projects and the composition of Techstep's value chain, which are continuously reviewed by the corporate management.

Techstep's activities involve various types of financial risk: credit risk, liquidity risk and market risk (currency risk and interest rate risk). The primary focus of the Group's capital structure is to ensure sufficient free liquidity, to ensure that the Group can service its obligations on an ongoing basis, and at the same time be able to make strategic acquisitions.

The credit risk relates to customers being unable to settle their obligations as they mature. Techstep has a well-diversified customer portfolio, mainly comprising medium-sized and enterprise companies in the private and public sectors. The Group has established mitigating procedures including credit rating of major private customers, and the credit risk is considered satisfactory.

Techstep's liquidity risk is related to a mismatch between cash flows from operations and financial commitments. Historically, the Group's liquidity has been satisfactory. The consolidated cash flows from operations were positive in 2020, and net change in cash and cash equivalents was negative. Short-term cash outflow from investments is an investment in increasing long-term cash inflow from operations. In addition, due to the discontinuance of factoring, previously included in cash flow from operations, and the Group's main credit facility being included in Group cash pool, the cash flow is still deemed sufficient to cover financial commitments. The Group's liquidity is satisfactory and management's liquidity budget models show sufficient liquidity throughout the budget period.

Techstep's market risk is related to fluctuations in currencies and interest rates. As the Group's operations are conducted in Norway and Sweden, Techstep is only to a limited extent affected by currency fluctuations other than between NOK and SEK. There is limited trade between Norway and Sweden, and the currency risk is generally considered to be low. Group values related to foreign operations are subject to currency fluctuations. As such, there may be variations in the "exchange differences on translating foreign operations" in the consolidated statement of comprehensive income. Interest rate changes have only a marginal direct effect on consolidated operating income and cash flows from operating activities. Techstep's interest rate risk is related to floating interest rates on bank accounts and deposits, in addition to floating rate debt in borrowings from credit institutions. Techstep does not use any hedging instruments for currency or interest rate fluctuations.

Techstep monitors and evaluates risks related to the current macroeconomic development including the effects from the Covid-19 pandemic. Initially, during the wake of the Covid-19 pandemic in March, Techstep experienced a reduction in demand for hardware as private enterprises were affected by the outbreak. The decline was partly offset by an increased demand for Solutions from the public sector. Market conditions are still affected by the Covid-19 pandemic but has improved since the first outbreak. The majority of Techstep's customers operate as normal, but some have longer lead time on sales and implementation processes. This is expected to revert to normal with the rollout of vaccinations and reduction in outbreaks. However, with the possibility for new and more contagious mutations of the Covid-19 virus emerging and delays in the vaccination programme, Techstep must be prepared for lower economic activity and continued longer lead times on sales. The length and scale of the Covid-19 situation remains uncertain, and thus, represents a risk of lowered activity and profitability long into 2021. Furthermore, the company has operational, cost and capital expenditure flexibility and will adapt to the market conditions as they evolve. Operationally, Techstep is able to operate via decentralised locations and mobile home office solutions with focus on maintaining its client services in a best possible and efficient manner.

Transactions with related parties

Jens Rugseth, a member of the Board of Techstep ASA also holds a position as chairman of the Board in Crayon Group Holding ASA. Trade between Techstep and all Crayon Group companies is disclosed in Note 23.

There were no other material transactions with related parties during the period.

Corporate governance

Techstep observes the Norwegian Code of Practice for Corporate Governance (NUES) of 17 October 2018. A statement on Techstep's corporate governance principles and practices is provided in the separate environmental, social and governance (ESG) section of this annual report. In the company's own assessment, Techstep did not deviate from any sections of the Code of Practice as at year end 2020.

Corporate social responsibility

Techstep aims to be a responsible company which respects people, society, and the environment. The company plays a central role in workplace digitalisation, and its primary corporate responsibility is to help ensure that modern enterprises can digitalise their operations in a safe and efficient manner.

Techstep has developed a CSR policy, committing the company to responsible business practices in the areas of human rights, labour, anti-corruption and the environment. Further details on Techstep's CSR activities are included in the separate ESG section of this annual report.

Shareholder information

As at 31 December 2020, Techstep had 183,295,472 shares outstanding, an increase from 162,795,337 shares one year earlier. The company had 3,211 shareholders. At the end of 2020, Techstep held 1,914 treasury shares. The shares have a par value of NOK 1.0.

The company's largest shareholder, Datum AS, held 17.6% of the shares at year end, with the 20 largest shareholders holding 80.2% of the shares outstanding.

During 2020, Techstep's share price fluctuated between NOK 2.00 and NOK 6.35 per share. The final price at the close of the year was NOK 5.15 per share, up from 3.39 per share in the previous year.

For detailed shareholder information, see Note 25 in the consolidated financial statements for 2020.

Outlook

Techstep will continue to build and strengthen its position as a leader in the Nordic MMS market. Techstep will pursue investments in its own software as well as M&A opportunities to further expand its Nordic position and its highly scalable recurring bundled MMS offering.

In late 2020 Techstep held a Capital Markets Update to anchor its strategy of being a leader in the early-stage and highly attractive Nordic MMS market. Techstep is making work mobile through value-creating bundled MMS solutions, as well as by continuously adding new services to its stack. Techstep aims to convert existing customers and on-board new customers to its MMS solution, as well as pursuing attractive M&A possibilities. Techstep will focus on increasing the service stack through investments in IP, software and mobility expertise and by growing the customer base and geographical market position.

In a world going mobile, Techstep is purposebuilt to service the mobility needs of enterprises and their workforce with value-adding MMS solutions. MMS provides benefit for workers, enterprises, society and the planet by reducing IT complexity and costs, increase employee productivity and satisfaction, while improving resource efficiency. The relevance of workplace mobility offerings is higher than ever. Digital transformation has accelerated, and the longterm fundamentals for the mobility market are solid.

In the medium term, 12 to 18 months, Techstep's ambition is to enter into 30 new MMS contracts as well as increase the number of Origo business cloud users by 100%. Moreover, the company targets a gross profit growth of 20-25% and EBITDA to gross profit conversion of 20- 25% in the same period. Development capex is expected to be NOK 30-35 million medium term.

Techstep's long term ambition is to manage more than 1 million devices and increase gross profit per managed device to more than NOK 1,200 by 2025. Techstep will reach these ambitions by continuously driving value creation for new and existing customers by ensuring the adoption of its current MMS offering, as well as by adding customer value through new services

and by customising its MMS offering to best fit customer mobility needs.

In addition, Techstep will streamline the organisation and leverage operations to improve profitability over time, and the goal is to reach an EBITDA to gross profit conversion of more than 30% by 2025.

Responsibility statement

Oslo, 19 March 2021

From the Board of Directors and CEO of Techstep ASA

We confirm, to the best of our knowledge, that the financial statements for the period 1 January to 31 December 2020, the comparative figures presented for the period 1 January to 31 December 2019 have been prepared in accordance with current applicable accounting standards, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the entity and the Group taken as a whole. We also confirm that the Board of Directors' Report includes a true and fair review of the development and performance of the business and the position of the entity and the Group, together with a description of the principal risks and uncertainties facing the entity and the Group.

Jens Rugseth Chairman

Einar J. Greve Board member

Ingrid Leisner Board member Anders Brandt Board member

Toril Nag Board member Jens Haviken CEO

Consolidated income statement

(amounts in NOK 1 000)	Note	2020	2019

Revenue		1 138 943	1 127 763
Other revenue		3 923	4 296
Total revenue	2, 3	1 142 866	1 132 059

Cost of goods sold	2	(764 579)	(852 722)
Salaries and personnel costs	5, 28	(208 243)	(187 994)
Other operational costs	6, 27	(74 405)	(65 363)
Share of profit (loss) in joint ventures		-	1 059
Depreciation	4, 10	(87 332)	(15 214)
Amortisation	11	(27 892)	(22 018)
Impairment	19	-	(70 000)
Other income	7	17 843	-
Other expenses	7	(9 028)	-
Operating profit (loss)		(10 770)	(80 192)

Remeasurement of equity interests	22	-	18 206
Financial income	8	5 760	5 546
Financial expense	8	(11 822)	(5 948)
Profit before tax		(16 832)	(62 388)
Income tax	9	(6 725)	(1 941)
Net income		(23 557)	(64 329)

Net income attributable to
Non-controlling interests	22	1 188	(1)
Shareholders of Techstep ASA		(24 746)	(64 328)

Earnings per share in NOK:
Basic	24	(0.15)	(0.40)
Diluted	24	(0.13)	(0.40)

Consolidated statement of comprehensive income

(amounts in NOK 1 000)	2020	2019
Net income	(23 557)	(64 329)

Items that may be reclassified to profit and loss
Exchange differences on translation of foreign operations	22 346	(7 613)
Income tax related to these items	(730)	923
Total comprehensive income for the period	(1 941)	(71 019)

Total comprehensive income for the period attributable to
Non-controlling interests	1 188	-
Shareholders of Techstep ASA	(3 130)	(71 019)

Consolidated statement of financial position

ASSETS	Note	31.12.2020	31.12.2019
Non-current assets
Goodwill	11, 18, 19, 22	571 372	418 385
Customer relations and technology	11, 18, 19, 22	161 892	61 901
Sum intangible assets		733 263	480 285
Right of use assets	4, 10	40 233	36 590
Property, plant and equipment	10	133 384	75 197
Sum tangible assets		173 617	111 787
Shares and investments	20	44	44
Other non-current assets	20	169	181
Sum financial assets		213	225
Total non-current assets		907 093	592 298
Inventories	12	28 158	11 828
Accounts receivable	13, 20	203 083	147 411
Other receivables	13, 20	33 594	16 104
Total inventories and receivables		264 836	175 343
Cash and cash equivalents	14	27 203	44 588
Assets classified as held for sale	10	-	4 962
Total current assets		292 039	224 893

Total assets		1 199 131	817 191

EQUITY AND LIABILITIES Share capital	Note 25	31.12.2020 183 295	31.12.2019 162 795
Other equity		379 272	293 478
Total equity attributable to the owners of Techstep ASA		562 568	456 273
Non-controlling interests	22	884	(304)
Total equity		563 451	455 970
Deferred tax	9	27 659	4 483
Non-current interest-bearing borrowings	15, 20	108 539	162
Other non-current debt	16, 20, 22	54 488	47 688
Total non-current liabilities		190 686	52 333
Current interest-bearing borrowings	14, 15, 20	85 502	46 423
Accounts payable	15, 20	154 442	122 328
Tax payable	15, 20	(750)	936
Public duties	15, 20	39 756	22 381
Other current liabilities	15, 17, 20	166 044	116 820
Total current liabilities		444 994	308 888
Total liabilities		635 680	361 221

Oslo, 19 March 2021, signatures from the Board of Directors and the CEO of Techstep ASA:

Jens Rugseth Chairman

Einar J. Greve Board member

Ingrid Leisner Board member Anders Brandt Board member

Toril Nag Board member Jens Haviken CEO

Statement of changes in equity

						Non
		Other		Trans		control	Total
	Share	paid-in	Other	lation		ling	equity
(amounts in NOK 1 000)	capital	capital	equity	reserve	SUM	interest	capital

Equity as at 1 January 2019	159 057	497 096	(143 670)	1 296	513 780	-	513 780

Profit for the period	-	-	(64 328)	-	(64 328)	(1)	(64 329)
Other comprehensive income	-	-	-	(6 690)	(6 690)	-	(6 690)
Total comprehensive income for
the period	-	-	(64 328)	(6 690)	(71 018)	(1)	(71 019)

Transactions with owners in their
capacity as owners:
Issue of ordinary shares as
consideration for a business	3 738	7 178	-	-	10 916	(305)	10 611
combination, net of transaction costs
and tax
Share-based payments	-	-	2 597	-	2 597	-	2 597
Equity as at 31 December 2019	162 795	504 273	(205 402)	(5 394)	456 273	(304)	455 970

Equity as at 1 January 2020	162 795	504 273	(205 402)	(5 394)	456 273	(304)	455 970

Profit for the period Other comprehensive income	- -	- -	(24 746)	21 616	(24 746) 21 616	1 188 -	(23 557) 21 616
Total comprehensive income for
the period	-	-	(24 746)	21 616	(3 130)	1 188	(1 941)

Transactions with owners in their
capacity as owners:
Issue of ordinary shares as
consideration for a business
combination, net of transaction costs	20 500	87 088	-		107 588	-	107 588
and tax
Share-based payments	-	-	1 834		1 834	-	1 834

Equity as at 31 December 2020	183 295	591 361	-228 311	16 222	562 568	884	563 451

Consolidated statement of cash flows

(amounts in NOK 1 000)	Note	2020	2019

Profit before tax		(16 832)	(62 388)
Profit from joint venture		-	(1 059)
Depreciation and amortisation	10	72 590	4 281
Depreciation right-of-use assets	10	14 743	10 933
Amortisation	11	27 892	22 018
Share-based payments		1 834	2 597
Dividend reclassified to investment activities	8	-	(2 103)
Gain on sale of business reclassified to investment activities	7	(8 000)	-
Gain from sale of PPE reclassified to investment activities	7	(4 795)	-
Impairment	19	-	70 000
Remeasurement of contingent liability	7	4 859	-
Remeasurement of equity interest	22	-	(18 206)
Net exchange differences		923	1 451
Taxes paid		(5 514)	(2 508)
Changes in net operating working capital		(30 107)	2 681
Changes in other net operating working capital		13 528	23 382
Net cash flow from operational activities		71 120	51 079

Payment for acquisition of subsidiaries net of cash acquired	22	(61 414)	5 184
Payment for equipment and other fixed assets	10	(108 650)	(16 221)
Payment for intangible assets	11	(21 386)	(17 389)
Repayment of invested capital	8	-	8 073
Proceeds from dividends received	8	-	2 094
Proceeds from sale of property, plant and equipment	7	13 089	0
Proceeds from sale of business	7	8 000	0
Net cash used on investment activities		(170 361)	(18 259)

Proceeds from issuance of shares		-	-
Proceeds from borrowings	22	66 665	-
Repayment of borrowings		(12 686)	-
Lease repayments		(17 459)	(15 350)
Net exchange differences in finance		-	(12 145)
Net cash flow from financing activities		36 520	(27 494)

Net change in cash and cash equivalents		(62 721)	5 326

Cash and cash equivalents as at 1 January	14	44 588	39 716
Effects of exchange rate changes on cash and cash equivalents		2 236	(453)
Cash and cash equivalents as at 31 December	14	(15 896)	44 588

Notes to the Group accounts

General information and summary of significant accounting policies

How the figures are calculated

1. Business segments
1. Revenues from contracts with customers
1. Leases
1. Payroll
1. Other operational costs
1. Other income
1. Financial income and expenses
1. Tax
1. Tangible Assets
1. Intangible assets
1. Inventories
1. Trade receivables and other receivables
1. Cash and cash equivalents
1. Borrowings
1. Other non-current liabilites
1. Current liabilities

Risk

1. Critical estimates
1. Impairment of intangible assets
1. Financial risk management
1. Legal disputes and contingencies

Group structure

Changes in Group structure and business combinations

Other

1. Related parties transactions
1. Earnings per share
1. Shares, capital structure and shareholders
1. Group structure
1. Remuneration to auditor
1. Remuneration to the board and executive management
1. Events after the reporting period

Notes to the consolidated financial statements

Note 1. General information and summary of significant accounting policies

Techstep ASA (the Company or Company) is a public limited liability company domiciled in Norway. The address of its registered office is Brynsalléen 4, NO-0667 Oslo. The shares are listed on the Oslo Stock Exchange under the TECH ticker. The Techstep Group (Group) consists of Techstep ASA and its subsidiaries.

Techstep Group is a Nordic enabler of the mobile workplace, delivering a full range of hardware and services to facilitate mobile workplaces.

The consolidated financial statements for Techstep Group for the year 2020 were approved by the Board of Directors on 19 March 2021 and will be presented for approval by the Annual General Meeting on 22 April 2021.

Rounding differences may occur in summations and between the notes and the financial statements.

Basis for preparation

The consolidated financial statements have been prepared and presented in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU. The financial statements have been prepared on a historical cost basis.

Change in accounting principles

There are no new or amended accounting standards that required the Group to change its accounting policies for the 2020 financial year

Functional and presentation currency

The Group presents its accounts in Norwegian Kroner (NOK), which is also Techstep ASA's functional currency. The figures presented in the annual accounts are in NOK thousand unless otherwise stated.

1.4 Consolidation principles and subsidiaries

i) Subsidiaries

The consolidated financial statements incorporate the financial statements of Techstep ASA (the Company) and entities controlled by the Company (its subsidiaries). The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

The income and expenses of Group subsidiaries acquired or disposed of during the year, are included in the consolidated income statement from the effective date of acquisition and up to the effective date of disposal, as appropriate.

Intercompany transactions, balances and gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated, unless the transaction provides evidence of an impairment of the transferred asset.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, the consolidated statement of comprehensive income, statement of changes in equity, and the consolidated statement of financial position, respectively.

ii) Joint arrangements

Under IFRS 11 - Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. Techstep's holding in Techstep Finance AS was accounted for as a joint venture until the step acquisition 13 December 2019. Refer to note 22 for details.

Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the consolidated balance sheet. Thereafter the balance sheet value is adjusted with the Group's share of the post-

acquisition profits or losses of the investee in the consolidated income statement, and the Group's share of movements in other comprehensive income of the investee in other comprehensive income.

1.5 Transactions in foreign currencies

i) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured in the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in NOK, which is Techstep ASA's functional and presentation currency.

ii) Transactions and balances

Foreign currency transactions are converted into the functional currency, using the exchange rates on the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the conversion of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates, are recognised in the consolidated income statement.

Foreign exchange gains and losses are presented in the consolidated income statement, as financial expenses.

iii) Group companies

The results and financial position of foreign operations that have a functional currency that is different from the presentation currency, are converted into the presentation currency as follows:

Assets and liabilities for each balance sheet presented are translated at the closing rate on the date of that balance sheet.
income and expenses for the consolidated income statement and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are converted on the dates of the transactions).
all resulting exchange rate differences are recognised in other comprehensive income.

When consolidated, translation differences arising from the translation of net investment in foreign entities are recognised in other comprehensive income.

Goodwill and fair value adjustments arising from the acquisition of a foreign operation are treated as the assets and liabilities of the foreign operation and converted at the closing rate.

1.6 Revenue recognition

Revenue from contracts with customers is recognised when a performance obligation in the contract is satisfied. The amount recognised reflects the consideration to which the Group expects to be entitled in exchange for those goods and services. For contracts with several performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis.

Revenue from hardware sales

A major part of the Group's revenue arises from the sale of hardware to its customers. The delivery of the hardware in question is identified as the performance obligation. The customers obtain control of the hardware when the item is shipped to the customers. Revenue is recognised at the time of shipment as the performance obligations are then satisfied.

The sale of certain items of hardware triggers a right to a bonus from partners and suppliers. Bonuses accounted for as revenue are driven by volumes sold of the underlying item. Bonuses are recognised as revenue when the performance obligations for the sale of hardware are satisfied.

Revenue from licence sales

The Group provides various software licenses to its customers. Management has assessed the customer contracts related to software licenses and have found the sale of software licenses to be distinct performance obligations as software licenses. Customers can benefit from the license on its own and it can be a stand-alone delivery with no other goods or services.

The Group provides both right-to-use licenses and right-to-access licenses.

For right-to-use licenses, the performance obligation is satisfied when the customer gains access to the software license, and revenue from the sale of licenses is thus recognised at the point in time when the software is transferred to the customer.

For right-to-access licences the performance obligation is satisfied over time.

The sale of certain of licenses triggers a right to a commission from partners and suppliers. The commissions accounted for as revenue are driven by volumes sold of the underlying item. Commissions are recognised as revenue when the performance obligations for the sale of the license is satisfied.

Revenue from the sale of services

Techstep offers support and maintenance services to its customers. These services are organised as subscription programmes where the customers have access to support and maintenance for a monthly fee. The performance obligations related to support and maintenance are satisfied on an ongoing basis, and revenue related to the sales of services are thus recognised on a linear basis over time.

The sale of support and maintenance that exceed the subscription programme is recognised as revenue based on time and material.

Flow

As a part of the Flow-offering and as a stand-alone product, the Group offers a leasing alternative to customers. The Group uses external funding to finance the transactions. The Group sells the devices to an external funder and receives payment in full. The devices are delivered to the end-users, and the end users are invoiced over the contract period from the funder. The Group has no credit risk related to the end user. The funder is in the following description the customer.

The Group has contracts with customers whereupon the customer can, at the end of the contract period, require that the Group repurchases the devices at a predetermined price. This price is always lower than the original selling price.

When contracts containing repurchase options are entered into, management assesses whether or not the customer has a significant economic incentive to utilise the option. Where it is determined that the customer has a significant economic incentive to utilise the option, the contract is determined to be a lease and the transaction is accounted for as a lease in accordance with IFRS 16.

Leasing - Lessor accounting

For each leasing contract the Group enters into with customers, management assesses whether the contract shall be classified as an operational or financial lease based on the substance of the transaction. As at the balance sheet date, the Group only has operational lease contracts with customers.

Entered contracts sold devices and repurchase agreements are accounted for as operating leases with rentals payable up front at the inception of the lease. There are no other variable lease payments. The repurchase obligation is fixed at the inception of the lease. At the end of the lease period the Group expects to repurchase the devices from the customer.

Payment received from the customer is accounted for as deferred revenue and recognised as revenue on a straight-line basis over the lease term, less the agreed-upon residual value (repurchase amount).

The respective leased assets are included in the balance sheet based on their nature and depreciated over the lease term to the expected second-hand market value.

1.7 Other income and other expenses

Other income and expenses of a special nature are presented in the separate line items "Other income and other expenses within operating profit (loss)". Such items will be characterised by being of a non-recurring nature and not being reliable indicators of underlying operations. Other income and expenses will include items such as restructuring costs related to executive management, acquisition-related costs, gains or losses on the both sale and remeasurement of assets or liabilities. Acquisition-related costs may include both costs related to acquisitions closed and transactions that were not completed.

1.8 Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair value of the assets transferred by the Group, liabilities incurred by the Group in relation to the former owners of the acquiree, and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are expensed as incurred.

On the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value, except for:

Deferred tax assets or liabilities are recognised and measured in accordance with IAS 12 Income taxes.
Liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 19 - Employee benefits.

The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis, at the non-controlling interest's proportionate share of the acquired entity's net identifiable assets.

Goodwill is measured as the excess of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any), over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

Where settlement of any part of a cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, i.e. the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Changes in the fair value of the contingent consideration that qualify as measurement period adjustments, are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (the measurement period cannot exceed one year from the acquisition date), about facts and circumstances that existed on the acquisition date.

Changes in the fair value of contingent consideration not classified as equity that does not qualify as a measurement period adjustment are remeasured at subsequent reporting dates. The corresponding gain or loss is recognised in the consolidated income statement.

When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured at fair value on the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in the consolidated income statement. Amounts arising from interests in the acquiree prior to the acquisition date that have been previously recognised in other comprehensive income, are reclassified to the consolidated income statement where such treatment would be appropriate.

1.9 Intangible assets

Intangible assets with finite useful lives that are acquired separately, are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method is reviewed at the end of each reporting period, with the effect of any changes on estimates being accounted for on a prospective basis.

Intangible assets with indefinite useful lives that are acquired separately, are carried at cost less accumulated impairment losses.

The costs of intangible assets acquired through acquisitions are recorded at fair value as at the date of acquisition.

Software expenses related to the purchase of new computer programmes are accounted for as an intangible asset if these expenses are not part of hardware acquisition costs. Costs incurred due to updates and general maintenance of the software, are expensed, unless the changes in the software increase the future economic benefits from the software.

1.10 Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses.

The cost of the asset, less its residual value, is depreciated on a straight-line basis over the estimated useful life of the asset. Estimate of residual values are applicable for the Group's leasing offering where assets are

repurchased at the end of the lease. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal, or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss that arises on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.

1.11 Impairment of intangible assets and property, plant and equipment

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that the carrying amount might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised as the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal, and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or Groups of assets (cash-generating units). Non-financial assets, other than goodwill, that have historically been impaired are reviewed for possible reversal of the impairment at the end of each reporting period.

1.12 Inventories

Inventories are measured at the lower of cost and net realisable value. Cost is determined using the FIFO or weighted average method, depending on the nature of the inventories.

1.13 Trade receivables

Trade receivables are initially measured at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. For trade receivables the loss allowance is measured at the lifetime expected credit loss.

1.14 Cash and cash equivalents

Cash and cash equivalents in the consolidated statement of financial position comprise all cash and bank deposits not included in the Group's cash pool. The Group's cash pool comprise bank deposits included in the cash pool and the Group's main credit facility. If the net amount of the cash pool is positive, the cash pool is classified as cash and cash equivalents in the consolidated statement of financial position. If the net amount is negative, the cash pool is classified as current interest-bearing debt in the consolidated statement of financial position.

For the purpose of presentation in the statement of cash flows cash and cash equivalents comprise all bank deposits and drawn down credit facilities.

1.15 Financial instruments

Financial assets and liabilities include investment in shares, trade receivables, other receivables, borrowings, trade payables, other current and non-current liabilities.

Financial assets and financial liabilities) are recognised initially on the date when the Group becomes a party to the contractual provisions of the instrument.

The Group classifies, at initial recognition, its financial instruments in one of the following categories:

Financial assets or financial liabilities at fair value through profit or loss,
Financial asset at amortised cost,
Financial liabilities at amortised cost

The classification depends on the Group's business model for managing them and the contractual cash-flow characteristics of the instrument.

Financial assets or financial liabilities at fair value through profit or loss are financial assets held for trading and acquired primarily with a view of selling in the near term.

Financial assets at amortised cost are financial assets held to collect the contractual cash flow and where the cash flows are solely payment of principal and interest on the outstanding principal. The category is included in the consolidated statement of financial position financial line items Other non-current assets, Trade receivables, Other receivables and Cash and cash equivalents. Financial assets at amortised cost are recognised initially at fair value plus directly attributable transaction costs. Subsequently, if the asset is non-current it is measured at amortised cost using the effective interest method, reduced by any impairment loss. The carrying amounts of line items classified as current are assumed to be the same as their fair values, due to their short-term nature. Shortterm loans and receivables are for practical reasons not amortised unless the effect is material.

The category financial liabilities at amortised cost is included in the consolidated statement of financial position line items Non-current interest-bearing borrowings, Other non-current debt, Current interest-bearing borrowings, Trade payables, Tax payables, Public duties and Other current liabilities. Items in the Other financial liabilitiescategory are recognised initially at fair value. Subsequently, if they are non-current, other financial liabilities are measured at amortised cost using the effective interest method. Effective interest is recognised in the income statement as financial expenses. Current items in the category are for practical reasons not amortised unless the effect is material.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire and the Group has transferred substantially all the risks and rewards of ownership. Financial liabilities are derecognised when the obligation is discharged, cancelled, or expires. Any rights and obligations created or retained in such a transfer are recognised separately as assets or liabilities. The Group assesses quarterly whether there is objective evidence that a financial asset or Group of financial assets is impaired.

For trade and other receivables, default in payments, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or debt settlement negotiations are considered to be indicators that the Group will not be able to collect all amounts due according to the original terms of the receivables. For trade receivables the loss allowance is measured at the lifetime expected credit loss. The loss is recognised as other operating expenses in the income statement, while impairment of other financial assets is recognised under financial expenses.

The fair value of financial instruments is based on quoted prices as at the balance sheet date in an active market, if such markets exist. If an active market does not exist, fair value is established by using valuation techniques that are expected to provide a reliable estimate of the fair value. The fair value of unlisted securities is based on cash flows discounted using an applicable risk-free market interest rate and a risk premium specific to the unlisted securities.

Financial assets and liabilities measured at fair value are classified according to the valuation method:

Level 1: Valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Valuation based on inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 3: Valuation based on inputs for the asset or liability that are unobservable market data.

If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3. Changes in fair value recognised in other comprehensive income is recognised in the line-item Exchange differences on converting foreign operations. Changes in fair value recognised in profit or loss are presented in the line item, Financial expenses and Other income and expenses.

1.16 Accounts payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts comprise both secured factoring debt and unsecured payables and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities, unless payment is not due within 12 months of the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

1.17 Dividend and interest income

Dividend income from investments is recognised when the shareholder's right to receive payment has been established (provided it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably).

1.18 Income tax

The income tax expense or credit for the period is the tax payable on the current period's taxable income, based on the applicable income tax rate for each jurisdiction, adjusted for changes in deferred tax assets and liabilities attributable to temporary differences, and for unused tax losses.

i) Tax payable

The current income tax charge is calculated based on the tax laws enacted, or substantively enacted, at the end of the reporting period in Norway, Sweden and Denmark, where subsidiaries generate taxable income. Management periodically evaluates positions taken in tax returns, with respect to situations in which applicable tax regulation is subject to interpretation. Management establishes provisions where appropriate, based on amounts expected to be paid to the tax authorities.

ii) Deferred tax

Deferred income tax is provided on temporary differences arising between the tax bases of assets and liabilities, and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is determined using tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting period, and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise the temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities, and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends to either settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income, or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

1.19 Equity

The nominal value of holdings of the Company's own shares is reported in the balance sheet, as a deduction to other equity.

Transaction costs in relation to equity transactions are charged to equity after deducting tax.

Treasury shares are presented as a reduction of equity.

1.20 Share-based payments

Share-based payments are part of the remuneration to executive management and other key personnel.

The fair value of options granted is recognised as an employee benefit expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted.

The total expense is recognised over the vesting period, which is the period over which the vesting conditions are satisfied. At the end of each period, the estimate of the number of options that are expected to vest based on the non-market vesting and service conditions is revised. The revision, if any, of the original estimates is recognised in the income statement, with a corresponding adjustment to equity.

Social security tax is provided for at each balance sheet date based on the intrinsic value of the options.

1.21 Retirement benefit plan

The Group has defined contribution plans. A defined contribution plan is a retirement plan in which the Group pays fixed contributions to a separate legal entity. The Group has no legal or other obligation to pay additional contributions if the entity does not have sufficient assets to pay all employee benefits associated with earnings in present and previous periods. Pre-paid contributions are recorded in the accounts as an asset, to the extent the contribution may be refunded or may reduce future contributions.

1.22 Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.

1.23 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, and considers the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

When some or all the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably.

1.24 Cash flow statement

The cash flow statement is presented using the indirect method. The Group's activities are divided into operational, investment and financing activities. Cash investment in new business is classified as payment for the acquisition of subsidiaries, net of cash acquired in the cash flow statement.

1.25 Segment information

The division into operating segments corresponds to the management structure and the internal reporting to the Group's chief operating decision maker (CODM), defined as the CEO. Companies are allocated to a segment based on the geographical location of the company. Optidev has been included as a stand alone segment in accordance with internal reporting.

1.26 Leasing

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

Leases of low value assets; and
Leases with a duration of 12 months or less

The Group has chosen to apply the standard to leases of intangible assets.

Lease liabilities:

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease. If the inherent interest rate is not readily determinable, the Group's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will be regulated throughout the lease term. The estimate is based upon management judgement. On initial recognition, the carrying value of the lease liability will include the following if applicable:

the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to exercise that option;
any penalties payable for terminating the lease, if the term of the lease has been estimated based on the termination option being exercised.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.

Right-of-use assets

Right-of-use assets are initially measured at the amount of the lease liability.

Right-of-use assets are depreciated on a straight-line basis over the remaining term of the lease. The remaining term of the lease is for all leases held by the Group assessed to be equal to the economic life of the asset.

Leases of low value assets and short-term leases

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss on the financial statement line item Other operational costs. Short-term leases are leases with a lease term of 12 months or less.

1.27 Use of estimates in the preparation of financial statements

Management has used estimates and assumptions that affect the assets, liabilities, revenues, expenses and information regarding potential liabilities. Future events may lead to the estimates changing. Estimates and underlying assumptions are assessed continuously. Changes in accounting estimates are recognised in the period when the change occurs.

See Note 20 for a description of assets and liabilities subject to significant estimation uncertainty.

1.28 Earnings per share

i) Basic earnings per share

Basic earnings per share are calculated by dividing:

The profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares.
By the weighted average number of ordinary shares outstanding during the financial year, excluding treasury shares.

ii) Diluted earnings per share

Diluted earnings per share adjust the figures used in the determination of basic earnings per share, to take into account:

The after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
The weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary shares.

As at year end 2020 the Group has options outstanding that are in the money. Basic earnings per share and diluted earnings per share therefore differ.

1.29 New standards and interpretations not yet effective

The Group has elected not to early-adopt any standards or interpretations that have an effective date after the balance sheet date. Standards and amendments that are issued, but not yet effective, are not expected to have a material effect on the Group's financial statements.

Note 2. Business segments

Techstep has three business segments, which are represented by the two geographic locations where the Group's entities are incorporated and the newly acquired Optidev Group. The entities are controlled and owned by the Techstep Group. Other companies are included in the segment Headquarters and other.

Eliminations comprise intersegment sales. Transactions between operating segments are conducted on normal commercial terms.

1) Norway

Techstep Norway AS: The offerings of the company are mobile hardware, servicing, support and mobility consultancy services. The company is located in Oslo and Sandefjord.
Mytos AS: A Norwegian-based software as a services company with mainly recurring revenue. Mytos offers a full range of mobile expense management (TEM) modules, all with proprietary software and highly userfriendly implementation and operation. The company is located in Oslo.
Techstep Denmark ApS: Established to invoice Danish customers. The company is fully supported from Norway and does not have any employees.
Techstep Finance AS: Provides financing and remarketing services.

2) Sweden

Techstep Sweden AB: The company offers mobile hardware, industry leading cloud-based (UCaaS) PBX solutions, Mobility consultancy services and Enterprise Mobility Management (EMM) services, including Mobile Security, system design, implementation, mobile device management. The company is located in Karlstad, Gothenburg and Stockholm.
Techstep Finance AB: Provides financing and remarketing services.

3) Optidev

Optidev AB, Optidev AS and Optidev ApS: The companies develop and provide enterprise mobility software and solutions, predominantly to customers in the transportation, logistics and public safety sectors in Sweden, Norway and Denmark.
eConnectivity CC AB: the company is a specialised developer and provider of enterprise strategic services related to mobility and digitalisation.

4) Headquarters and other

• Techstep ASA, Techstep Nordic AS and Techstep Holding AB.

				HQ and
FY 2020	Norway	Sweden	Optidev	other	Eliminations	Total
Operating revenues from external customers	760 611	310 577	70 692	986	-	1 142 866
Operating revenues from other segments	6 397	4 202	112	32 204	(42 916)	-
Operating revenues	767 007	314 779	70 805	33 190	(42 916)	1 142 886
Cost of goods sold	(511 798)	(224 774)	(34 788)	-	6 782	(764 579)
Salaries and personnel costs	(112 736)	(49 604)	(15 716)	(31 652)	1 465	(208 243)
Other operational costs	(53 544)	(21 928)	(4 324)	(25 580)	30 971	(74 405)
Share of profit (loss) of joint venture	-	-	-	-	-	-
Depreciation	(61 479)	(11 422)	(5 990)	(8 442)	-	(87 332)
Amortisation	(7 816)	(7 770)	(4 161)	(8 145)	-	(27 892)
Impairment	-	-	-	-	-	-
Other income	8 150	4 835	-	4 859	-	17 843
Other expenses	(105)	-	-	(8 923)	-	(9 028)
Operating profit (loss)	27 679	4 116	5 826	(44 694)	(3 698)	(10 770)

Remeasurement of equity	-	-	-	-	-	-
interests
Financial income	1 370	2 055	363	3 388	(1 416)	5 760
Financial expenses	(3 487)	(2 670)	(223)	(6 694)	1 252	(11 822)
Profit (loss) before tax	25 563	3 502	5 966	(48 000)	(3 862)	(16 832)

			HQ and
FY 2019	Norway	Sweden	Optidev other	Eliminations	Total
Operating revenues from external customers	824 119	307 940	-	-	1 132 059
Operating revenues from other segments	6 057	3 172	22 567	(31 796)	-
Operating revenues	830 176	311 112	22 567	(31 796)	1 132 059
Cost of goods sold	(622 397)	(238 273)	(35)	7 984	(852 722)
Salaries and personnel costs	(114 929)	(42 444)	(31 587)	965	(187 994)
Other operational costs	(55 118)	(12 888)	(18 577)	23 187	(63 396)
Share of profit (loss) of joint venture	-	-	1 059	-	1 059
Depreciation	(7 094)	(2 600)	(5 519)	-	(15 214)
Amortisation	(13 298)	(7 068)	(1 653)	-	(22 018)
Impairment	(70 000)	-	-	-	(70 000)
Other income	-	-	-	-	-
Other expenses	-	-	(1 967)	-	(1 967)
Operating profit (loss)	(52 660)	7 839	(35 712)	340	(80 192)

Remeasurement of equity interests	-	-	- 18 206	-	18 206
Financial income	3 821	497	- 3 331	(2 134)	5 546
Financial expenses	(3 963)	(1 930)	(1 849)	1 794	(5 948)
Profit (loss) before tax	(52 802)	6 406	- (16 024)	-	(62 388)

Operating revenues and non-current assets by geographical area

In the presentation of geographical information, the operating revenues are attributed according to the location of Group companies. There are no significant differences between the attribution of operating revenues based on the locations of the Group companies, and an attribution based on the customers' location. Non-current assets are attributed based on the geographical location of the assets.

Non-current assets	2020	2019
Norway	735 768	475 527
Sweden	171 325	115 841
Total	907 093	591 368

Note 3. Revenues from contracts with customers

In the following tables, Total revenue is disaggregated by major revenue streams divided into the reportable segments as shown in Note 2.

Hardware revenue comprises hardware and related bonuses and commissions.

Solutions revenue comprises own software, third party licenses, consulting services and related bonuses and commissions.

				Headquarter
2020	Norway	Sweden	Optidev	and other	Eliminations	Group
Total revenues	767 007	314 779	70 805	33 190	(42 916)	1 142 866

Hardware
Hardware revenues	492 315	210 373	24 662	-	(3 399)	723 950
Leasing	79 494	14 929	10 883	-	-	105 305
Bonus	31 040	3 138	-	-	-	34 179
Total	602 849	228 440	35 544	-	(3 399)	863 434

Solutions
Advisory & Services	102 351	75 905	29 867	-	(7 199)	200 924
Own Software	38 420	-	4 956	-	-	43 376
Commission	21 031	10 291	-	-	-	31 322
Total	161 802	86 196	34 823	-	(7 199)	275 622

Other revenues
Other	2 356	143	438	33 190	(32 317)	3 811
Total	2 356	143	438	33 190	(32 317)	3 811

				Headquarter
2019	Norway	Sweden	Optidev	and other	Eliminations	Group
Total revenues	830 176	311 112	-	22 567	(31 796)	1 132 059

Hardware
Hardware revenues (Restated)	605 596	203 723	-	-	(5 266)	804 053
Leasing (Restated)	1 540	263	-	-		1 804
Bonus	28 380	2 807	-	-		31 187
Total	635 516	206 793	-	-	(5 266)	837 044

Solutions
Advisory & Services (Restated)	121 390	95 765	-	-	(3 963)	213 192
Own Software (Restated)	34 361	-	-	-		34 361
Commission	34 388	8 780	-	-		43 167
Total	190 139	104 545	-	-	(3 963)	290 720

Other revenues
Other	4 521	(225)	-	22 567	(22 567)	4 296
Total	4 521	(225)	-	22 567	(22 567)	4 296

The 2019 disaggregation of revenues has been restated to give more detailed and relevant information.

The line-item Leasing has been split out from the line-item Hardware revenues.

The line-item Own software has been split out from the line item Advisory and Services (renamed from Solutions revenues in 2019)

Contract assets and contract liabilities

Most of the Group's solution revenues are annual. The majority of the contracts runs in the calendar year. The contract assets and liabilities related to Solutions as per the balance sheet date are therefore immaterial. This also applies to the unfulfilled performance obligations.

Sale of hardware and licences does not lead to material contract assets or liabilities.

Contract assets and liabilities originate from sale of support. Customers are invoiced in advance for monthly or quarterly support subscriptions. The Group also has customers who are invoiced after the services are rendered, monthly or annually. Contracts assets and liabilities vary to an extent throughout the reporting period.

Other arrangements with customers do exist but are deemed immaterial.

Deferred revenue

The Group's revenue from sale of hardware is divided into two streams: The customer purchases the hardware and the performance obligation is settled when the hardware is delivered, or the customer enters into a leasing agreement, where the hardware will be returned at the end of the lease.

The contracts where the Group acts as a lessor last from 18 - 36 months. Revenue is recognised linearly over the contract period as the performance obligation is settled.

The Group receives cash settlement in full at the start of the lease period from its financing partner. When settlement is received from the financing partner the corresponding deferred revenue is recognised in the consolidated statement of financial position.

Changes in deferred revenue during the year

	2020	2019
Opening balance deferred revenue as at 1 January	63 836	3 204
Additions from business combinations	13 005	49 974
Net movement	743	10 653
Translation differences	1 199	5
Closing balance deferred revenue as at 31 December	78 783	63 836

Of the total deferred revenue as at 31 December 2020, NOK 42.7 million will be recognised in 2022 or later.

The material amount in deferred revenue is related to contracts with customers where the customer has a return option and management's assessment is that this option will be utilised. Such contracts are accounted for as operational leases, where the Group is the lessor.

Payment terms and customer base

Customers have payment terms varying from 15-90 days.

Of the Group's total customer base as at 31 December 2020, the five largest customers represent approximately 17 % (11 %) of total revenue in 2020, and the ten largest customers represent approximately 24 % (16 %) of total revenue.

Unsatisfied performance obligations

The Group has unsatisfied performance obligations resulting from fixed price long-term contracts such as Flow and True-Mobile. The unsatisfied performance obligations are satisfied through passage of time. As at the balance sheet date the Group's unsatisfied performance obligations were NOK 86.7 million og which NOK 47.0 million will be accounted for as revenue in 2021. The remaining NOK 37.9 million will be accounted for as revenue in 2022 or later.

The amounts disclosed does not include variable considerations.

The Group's Annual Recurring Revenue metric, refer to Alternative performance measures, is a part of the unsatisfied performance obligations disclosed above until earliest possible cancellation date for the customer. The disclosed ARR figure and the unsatisfied performance obligations are therefore not directly comparable.

Management assessments

Recognition of revenue from combined customer contracts

Consolidated operating revenues include both sales of hardware and IT-related services, often derived from recognition of multiple elements in the same customer contract. Revenue is recognised when control over the goods and services have been transferred to the customer.

Determining the transaction price for combined contracts

The Group determines the transaction price in respect of each performance obligations within its contracts with customers when the stand-alone selling price for each performance obligation is not readily available by assessing the stand-alone selling prices based on the Group's customer contracts for comparable products and services. This relates to contracts with customers where third-party licenses are bundled with support and maintenance services. The income related to the third-party license is determined based on the abovementioned stand-alone selling prices. The residual income is allocated to support and maintenance. The revenue recognition is either at a point in time or over time depending on the services rendered.

Variable considerations such as commissions, vendor discounts, rebates and other contractual bonus elements may arise based on contracts with vendors and partners. Variable considerations requiring management assessment are related to achieving certain thresholds in the agreement. In determining the impact of variable considerations, the Group uses the most likely amount prescribed in IFRS 15 whereby the transaction price is determined by reference to the single most likely amount in a range of possible consideration amounts.

Note 4. Leases

Amounts recognised in the balance sheet

The balance sheet shows the following amounts relating to leases:

Right-of-use assets

	Buildings	Equipment	Vehicles	Licences	Total
As at 1 January 2020	26 111	2 296	2 037	5 403	35 846
Additions	3 925	-	1 714	4 819	10 457
Additions from business combinations	7 731	-	1 029	-	8 761
Depreciation	(9 227)	(483)	(2 257)	(4 069)	(16 037)
Variable lease payment adjustment	855	-	-	-	855
Translation differences	76	-	274	-	349
As at 31 December 2020	29 471	1 812	2 796	6 153	40 233

Lease liabilities

	Buildings	Equipment	Vehicles	Licences	Total
As at 1 January 2020	33 936	2 306	2 582	4 555	43 379
Additions	3 925	-	1 714	4 819	10 457
Additions from business combinations	2 174	-	600	-	2 774
Interest expense	1 213	74	154	162	1 603
Lease payments	(10 414)	(527)	(2 373)	(5 530)	(18 844)
Variable lease payment adjustment	855	-	-	-	855
Translation differences	80	-	145	-	225
As at 31 December 2020	31 769	1 853	2 822	4 005	40 450

Lease liabilities	2020	2019
Non-current	26 184	26 249
Current	14 266	11 998
Total	40 450	38 248

Maturity analysis nominal payments of lease liabilities 2020

	Up to 3 months	Between 3 and 12 months	between 1 and 2 years	between 2 and 5 years	over 5 years
Lease liabilities	3 972	11 501	12 742	14 809	-

Maturity analysis nominal payments of lease liabilities 2019

		Between 3
	Up to 3 months	and 12 months	between 1 and 2 years	between 2 and 5 years	over 5 years
Lease liabilities	2 872	9 805	8 684	17 823	-

Amounts recognised in the statement of profit or loss

The statement of profit or loss shows the following amounts relating to leases:

	2020	2019
Depreciation charge
Buildings	9 227	6 462
Equipment	483	191
Vehicles	2 257	1 587
Licences	4 069	2 722
Total	16 042	10 962

Interest charge	1 603	1 102
Other charges*	6 155	7 198

*Other charges comprise office expenses such as electricity, cleaning, security, shared costs and miscellaneous.

Description of the Group's leasing activities

The Group leases offices, equipment, vehicles and licenses. Rental contracts are typically made for fixed periods of 12 months to 5 years but may have extension options.

Incremental borrowing rate:

To determine the incremental borrowing rate, the Group:

where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received

uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have recent third-party financing, and makes adjustments specific to the lease, e.g. term, country, currency and security.

Extension and termination options

Currently the Group has not included any extension or termination options in the liabilities. The options are most widely used in rental of office buildings. All the Group's contracts have from 1-4 years left of the rental period. The Group assesses that premises with less than 2 years will be vacated at end of lease. For premises with longer contracts it is assessed that whether the extension or termination options will be utilised is uncertain.

The majority of extension and termination options held are exercisable only by the Group and not by the respective lessors.

Critical judgements in determining the lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The lease term is reassessed if an option is actually exercised (or not exercised) or the Group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee. During the current financial year such an event has not occurred.

Other information:

Leased assets may not be used as security for borrowing purposes.

The Group companies have not received any rent concessions during the pandemic. The amendment made to IFRS 16 regarding rent concessions is not applicable for the Group.

Note 5. Payroll

	2020	2019
Salaries and holiday pay	160 975	146 866
Social security tax	30 718	26 897
Pension costs including social security tax	12 204	10 003
Other personnel costs	4 346	4 228
Total personnel costs	208 243	187 994

Number of employees at year end	289	211

All companies in the Group have defined contribution pension plans covering all employees.

Regarding remuneration to executive management, please refer to Note 28 Remuneration to management.

Note 6. Other operational costs

	2020	2019
Office rental and operations	5 312	6 146
Human resources	4 574	2 933
Sales and marketing	7 681	7 379
IT expenses	27 082	16 395
Fees for external services	16 729	11 989
Factoring expenses	1 611	1 971
Communication	1 732	2 310
Travel expenses	3 772	6 539
Other costs	5 913	7 734
Total operating costs	74 405	63 396

Note 7. Other income and other expenses

Other income	2020	2019
Derecognition of contingent consideration	4 859	-
Gain on sale of business unit (IT)	8 000	-
Gain on sale of office building	4 835	-
Other non-recurring income	150	-
Total	17 843	-

In relation to the acquisition of Wizor AS (now a part of Techstep Norway AS), a contingent consideration was recognised. The payment of the contingent consideration was dependent on the company reaching an accumulated Gross profit target ending in December 2020. the target was not reached. The contingent consideration is reversed in full in 2020.

Techstep entered into an agreement to transfer its IT Operations and Support business unit to Crayon AS for a total consideration of NOK 8 million. The transaction was structured as an asset purchase and took place 1 April 2020.

Techstep Sweden sold its office building in Karlstad in 2020. The premises were sold for NOK 12.9 million. The book value of the premises was NOK 8.1 million at the transaction date.

Other expenses	2020	2019
Acquisition related costs	(9 028)	(1 967)
Total	(9 028)	(1 967)

Note 8. Financial income and expenses

	2020	2019
Interest income	(488)	549
Dividends from equity investments	7	-
Reversal of impairment of equity investment	-	2 103
Other financial income	6 240	2 893
Total financial income	5 760	5 546

Interest expenses interest bearing debt	(5 350)	(2 913)
Interest expenses leasing	(1 603)	(1 102)
Other financial expenses	(5 079)	(1 933)
Total financial expenses	(11 822)	(5 948)

Other financial income and expenses mainly comprises agio and disagio, respectively.

Kjedehuset AS was liquidated in 2019. Techstep received total proceeds amounting to NOK 10.2 million from the liquidation, of which NOK 8.1 reduced book value of the shares and NOK 2.1 has been accounted for as reversal of impairment of equity investment.

Note 9. Tax

Income tax expense	2020	2019
Current tax	(11 017)	(6 716)
Change in deferred tax	4 292	4 775
Tax expense	(6 725)	(1 941)

Reconciliation of relationship between accounting profit and tax expense
Profit before tax	(16 832)	(62 388)
Tax at the Norwegian tax rate of 22%	3 716	13 549
Tax effect permanent differences	(7 593)	(15 749)
Difference in tax rates	(254)	-
Tax related to change in tax rates	-	-
Previously unrecognised tax losses not recouped	-	246
Other	(2 594)	13
Income tax expense	(6 725)	(1 941)
Effective tax rate	40%	3%

Amounts recognised directly in equity
Deferred tax arising in the reporting period directly debited to equity:
Deferred tax: Share issue cost	(37)	-
Total	(37)	-

Tax losses
Unused tax losses for which no deferred tax asset has been recognised, see note 18	(442 017)	(446 955)
Potential tax asset at 22% tax rate	(101 664)	(102 800)

Deferred tax
The balance comprises temporary differences attributable to:
Property, plant and equipment	134 765	44 132
Inventories	(102)	(202)
Trade receivables and other receivables	(120)	(375)
Leasing	(69)	(1 532)
Other current liabilities	24 644	(10 801)
Tax loss carried forward	(33 416)	(13 186)
Carry forward interest	(3 779)	(3 779)
for which no deferred tax asset has been recognised	5 053
Total basis for deferred tax	126 976	14 257

Tax rate deferred tax	22%	22%

Net deferred tax with applicable year's tax rate	29 101	3 137
Change in deferred tax due to change in tax rate	13	-
Difference in tax rates	(1 596)	366
Adjustment, prior years	-	980
Net deferred tax (+)/ deferred tax asset (-)	27 518	4 483

Net deferred tax related to Norway	657	1 867
Net deferred tax related to Sweden	26 860	2 616
Total deferred tax (+)/ deferred tax asset (-)	27 659	4 483

Tax on each component of other comprehensive income is as follows

Exchange gains on the translation of foreign operations	2020	2019
Before tax	3 320	(4 066)
Tax	(730)	923
After tax	2 590	(3 144)

Note 10. Tangible assets

		Right of		Other
	Land and	use	Equip	fixed
	buildings	assets	ment*	assets	Total

Accumulated cost as at 1 January 2020	-	47 552	105 865	19 966	173 383
Additions	-	9 287	105 340	3 836	118 462
Additions arising from business combinations	-	11 877	78 768	10 725	101 369
Disposals	-	-	(12 395)	99	(12 296)
Translation differences	-	330	1 679	425	2 434
Reclassified to asset classified as held for	-	-	-	-	-
sale
Accumulated cost as at 31 December	-	69 045	279 256	35 052	383 353
2020

Accumulated cost as at 1 January 2019	8 166	-	-	17 950	26 115
Additions	-	47 686	14 858	2 049	64 593
Additions arising from business combinations	-	-	91 007	-	91 007
Disposals	-	-	-	-	-
Translation differences	(133)	(135)	-	(32)	(300)
Reclassified to asset classified as held for	(8 032)	-	-	-	(8 032)
sale
Accumulated cost as at 31 December	-	47 552	105 865	19 966	173 383
2019


Accumulated depreciation as at 1 January	-	(10 962)	(33 871)	(16 703)	(61 536)
2020
Additions arising from business combinations	-	(3 639)	(47 936)	(6 969)	(58 544)
Current year depreciation	-	(14 361)	(71 560)	(1 411)	(87 332)
Reclassified to held for sale
Disposals	-	-	-	(1 971)	(1 971)
Translation differences	-	149	(538)	35	(353)
Reclassified to asset classified as held for sale	-	-	-	-	-
Accumulated depreciation as at 31
December 2020	-	(28 813)	(153 906)	(27 018)	(209 737)

Accumulated depreciation as at 1 January
2019	(3 056)	-	-	(13 682)	(16 739)
Additions arising from business combinations	-	-	(32 034)	-	(32 034)
Depreciation	(82)	(10 933)	(1 834)	(2 365)	(15 214)
Reclassified to held for sale	-	-	-	-	-
Disposals	-	-	-	-	-
Translation differences	68	(28)	(3)	(110)	(75)
Reclassified to asset classified as held for
sale	3 070	-	-	(605)	2 465
Accumulated depreciation as at 31
December 2019	-	(10 962)	(33 871)	(16 763)	(61 596)

Book value of assets 31 December 2019	-	36 590	71 994	3 203	111 787
Book value of assets 31 December 2020	-	40 233	125 350	8 033	173 617


	Not	2-10
Estimated economic life	applicable	years	2 years	3-5 years
Depreciation method		linear	linear	linear

Techstep Sweden AB relocated in Karlstad and sold the office building in Ramsgatan 2. The building was handed over in June 2020.

*Equipment comprise mobile phones, tablets and other equipment where the Group is the lessor.

Note 11. Intangible assets

	Goodwill	Customer relationships	Other intangible assets	Total
Accumulated cost as at 1 January 2020	562 067	288 034	42 084	892 185
Additions	-	-	21 426	21 426
Additions arising from business combinations	143 960	84 693	19 688	248 340
Translation differences	9 184	3 925	196	13 305
Accumulated cost as at 31 December 2020	715 211	376 652	83 394	1 175 257
Accumulated cost as at 1 January 2019	531 228	288 984	25 008	845 220
Additions	-	-	17 390	17 390
Additions arising from business combinations	32 640	-	-	32 640
Translation differences	(1 801)	(950)	(315)	(3 066)
Accumulated cost as at 31 December 2019	562 067	288 034	42 084	892 185

Accumulated amortisation and impairment as at 1 January 2020	(143 840)	(258 050)	(10 010)	(411 900)
Additions arising from business combinations	-	-	(175)	(175)
Current year amortisation	-	(16 541)	(11 352)	(27 892)
Current year impairment	-	-	-	-
Translation differences	-	(1 986)	(40)	(2 026)
Accumulated amortisation and impairment as at 31 December 2020	(143 840)	(276 577)	(21 577)	(441 993)
Accumulated amortisation and impairment as at 1 January 2019	(73 840)	(242 958)	(3 301)	(320 098)
Additions arising from business combinations	-	-	-	-
Amortisation	-	(15 104)	(6 914)	(22 018)
Impairment	(70 000)	-	-	(70 000)
Translation differences	-	12	204	216
Accumulated amortisation and impairment as at 31 December 2019	(143 840)	(258 050)	(10 010)	(411 900)

Book value as at 31 December 2019	418 228	29 984	32 074	480 285
Book value as at 31 December 2020	571 372	100 075	61 817	733 263
Estimated economic lifetime in years	Indefinite	5 years	3-5 years
Depreciation method	none	linear	linear

For a description of movement in the categories Goodwill and Customer relationships, refer to Note 19 Impairment of intangible assets and Note 22 Changes in Group structure and Business combinations.

Note 12. Inventories

Book value of inventories	2020	2019
Inventories	28 841	12 245
Less write-down of inventories	(683)	(417)
Total inventories	28 158	11 828

Increase in inventory is mostly related to the acquisition of Optidev.

Note 13. Trade receivables and other receivables

Trade receivables and other receivables shown at maturity per 31 December 2020:

		Days outstanding
	Book value	not over due	0-30 days over due	30-60 days over-due	60-90 days over-due	> 90 days over-due
Trade receivables	206 500	182 755	20 090	470	76	2 150
Other current receivables	33 594	33 594	-	-	-	-
Less provision for bad debt	(3 416)	(914)	(1 004)	(47)	(15)	(1 622)
Total trade receivables and other short-term receivables	236 678	215 436	19 085	423	61	528
Expected loss rate		0.5 %	5.0 %	10.0 %	20.0 %	75.0 %

Trade receivables and other receivables shown at maturity per 31 December 2019:

	Days outstanding
	Book value	not over due	0-30 days over- due	30-60 days over- due	60-90 days over- due	> 90 days over- due
Trade receivables	148 458	133 619	8 428	1 752	1 421	3 238
Other current receivables	16 104	16 104	-	-	-	-
Less provision for bad debt	(1 046)	-	-	-	(180)	(866)
Total trade receivables and other short-term receivables	163 515	149 723	8 428	1 752	1 241	2 371

Changes in the provision for bad debt during the year	2020	2019
Opening balance provision for bad debt as at 1 January	(1 046)	(1 030)
Net change in the provision during the year	(2 370)	(16)
Closing balance provision for bad debt as at 31 December	(3 416)	(1 046)

Other short-term receivables	2020	2019
Accrued revenues	16 063	7 567
Prepaid expenses	13 399	2 945
Other current receivables	4 133	5 592
Total	33 594	16 104

Note 14. Cash and cash equivalents

The Group's cash and cash equivalents consists of	2020	2019
Cash and bank deposits	27 203	44 588
Total	27 203	44 588
Of which is restricted	6 356	6 102

The Group's cash and cash equivalents consist in their entirety of short-term bank deposits.

The carrying amounts of the Group's cash and cash equivalents by currency	2020	2019
NOK	6 849	9 819
SEK	16 373	28 150
Other	3 982	6 620
Total	27 203	44 588


Reconciliation with cash flow statement	2020	2019
Balances above	27 203	44 588
Bank overdrafts in cash pool*	(69 555)	-

*Net bank overdrafts in cash pool comprise all bank accounts in the cash pool, including drawn on credit facility. Negative net bank overdrafts in cash pool are classified as current interest-bearing debt. Positive net bank overdrafts in cash pool are classified as cash and cash equivalents.

Balance as per cash flows (15 896) 44 588

The Group has a credit facility of NOK 80 million related to the cash pool.

Note 15. Borrowings

The group's interest-bearing liabilities consist of:

		2020	2019
	Current	Non-current	Current	Non-current
Seller credits related to business combinations	24 141	50 785	-	-
Factoring facilities	-	-	39 200	-
Bank loan	18 261	57 753	7 222	162
Net bank overdraft facility in cash pool*	43 100	-
Total interest-bearing debt	85 502	108 539	46 423	162

*refer to note 14. Net bank overdraft facility comprises of Bank overdrafts in cash pool and bank deposits in cash pool.

			Due within
	Total	1 year	1-5 years	over 5 years	Annual interest rate
Bank overdraft facilities*	69 555	69 555	-	-	1-month NIBOR + 2.25%
Bank acquisition loan	68 181	15 068	53 113	-	3-month NIBOR + 2.50%
Bank loan, other	13 273	4 930	8 343		1,52 % - 2,76%
Seller credits related with business combinations	78 453	25 725	52 729	-	3,00 % - 4,00%
Trade payables	154 442	154 442	-	-
Tax payable	(750)	(750)	-	-
Public duties	39 756	39 756	-	-
Other current liabilities	51 417	51 417	-	-
Total	588 954	474 769	114 185	-

The table below sets out expected nominal payments on borrowings:

*Refer to Note 14 for reconciliation of net cash position

The group discontinued its factoring facility in 2020. The factoring facility was replaced by an increased overdraft facility.

The group has three overdraft facilities.

The Norwegian overdraft facility has a credit limit of NOK 80 million. In addition to interest, a quarterly commission is charged in the amount of NOK 0.1 million.

The Swedish overdraft facilities have a total credit limit of SEK 14 million. The annual interest rate is 4.5 %. The facilities were not utilised as per year end 2020.

Pledges in relation to the loans to financial institutions

The Group's bank loans, overdraft facilities and factoring facility are secured borrowings.

Book value of assets pledged as collateral are as follows*:	2020	2019
Trade receivables	187 983	102 699
Inventories	43 258	2 062
Property, plant and equipment	8 033	1 055
Total book value of assets pledged as collateral:	239 275	105 815

*The table excludes assets pledged as collateral for the overdraft facility in Sweden as this facility is not utilised.

Note 16. Other non-current liabilites

Other non-current debt consists of the following:	2020	2019
Provision for restructuring	-	1 162
Contingent consideration	-	4 859
Lease liabilities	26 278	26 249
Residual obligations	25 330	14 111
Deferred revenue	2 880	1 308
Total non-current liabilities	54 488	47 688

Residual obligations are related to contracts with customers where the contract contains a buyback obligation. The buyback price is fixed at contract inception. The residual obligation is managements best estimate.

Note 17. Current liabilities

Current liabilities	2020	2019
Accrued personnel expenses (bonus, holiday pay etc.)	34 101	30 478
Accrued cost	10 113	1 169
Provision for onerous lease contracts	1 511	-
Deferred revenue	78 783	63 836
Prepaid revenue	21 672	-
Lease liabilities	14 172	11 998
Other current liabilities	5 691	9 338
Total current liabilities	166 044	116 820

Note 18. Critical estimates

The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies.

Changes in assumptions may have a significant impact on the consolidated financial statements in the period the assumptions are changed. Estimates and judgments are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors. Management believes the underlying assumptions are appropriate.

Management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates, assumptions and management judgments that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

Detailed information and judgement about each of these estimates in general and related to Covid-19 specifically is included in other notes together with information about the basis of calculation for each affected line item in the financial statements.

Impairment of intangible assets

Goodwill and customer relationship are recognised based on the acquisition method used to account for business combinations. Customer relationships acquired in previous periods were recognised at fair value at the acquisition date, have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses.

The recognised values of goodwill and customer relationships are material to the 2020 financial statements as a whole, and it is important that the user of the Group's financial statements understands the existence of an inherent uncertainty pertaining to the recognised values.

Impairment test related to goodwill and customer relationships is further described in Note 19.

Goodwill

The Group tests whether goodwill has suffered any impairment on an annual basis. For the 2020 and 2019 reporting period, the recoverable amount of the cash generating units (CGUs) was determined based on value-inuse calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated in Note 19. These growth rates are consistent with forecasts included in economic outlook reports specific to the area in which each CGU operates.

Customer relationships

The Group estimates the useful life of the customer relationship to be at least 5 years based on the expected future revenue generated from the customer base. However, the actual useful life may be shorter or longer than 5 years, depending on technical innovations, technical obsolescence of existing products and competitor actions.

Recognition of income tax

The Group is subject to income taxes in mainly two jurisdictions, and significant estimates are required in determining the provision for income taxes and related tax balances. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current tax and deferred tax provisions.

The deferred tax assets recognised as at 31 December 2020 have been based on future profitability assumptions, and the deferred tax assets are recognised to the extent that it is probable that the tax assets will be realised.

The Group has at the balance sheet date tax losses carried forward which are not included in the basis for the recognised deferred tax asset, as significant uncertainty pertaining to the possible utilisation of these losses has been identified.

Note 19. Impairment of intangible assets

For impairment testing goodwill and customer relationships acquired through business combinations are allocated to the CGUs as shown in the table below.

	Goodwill		Customer relationships		Technology
Current liabilities	2020	2019	2020	2019	2020	2019
Techstep Norway AS and
Techstep Finance AS	243 467	243 467	2 079	3 918	-	-
Techstep Sweden AB and
Techstep Finance AB	89 903	81 348	12 077	17 858	-	-
Mytos AS	93 570	93 570	4 268	8 208	-	-
Optidev	144 432	-	81 000	-	16 853	-
Total	571 372	418 385	99 424	29 984	16 853	-

Covid-19

The global pandemic has had a dual impact on Techstep's business and outlook.

The attention and demand for Group's value proposition is growing. The markets Techstep operate in have moved in terms of maturity for the Group's offerings. On the same time the Group companies experience longer lead times and implementation processes for some of their customers.

At the beginning of the pandemic, there were uncertainties regarding the Group's ability to source hardware. The operational issues were short term and the inbound value chains were up and running as normal for most of the year.

Liquidity has been impacted by the pandemic, even though the positive effect of the need for the Group's offering balances out some of the negative impacts in the market.

Overall Techstep has had a slight negative impact by the pandemic so far. It is managements assumption that the markets boost in maturity caused by the pandemic will give a positive impact for managed mobility in the years to come. Therefore, the impact on future cash flows caused by the pandemic is assessed to be limited

Cash generating units

The companies Techstep Norway AS and Techstep Finance AS are measured as one CGU. All initial input into Techstep Finance AS is created by Techstep Norway AS, and Techstep Finance AS is therefore not considered to be a Cash generating unit by itself. The same assessment applies to Techstep Sweden AB and Techstep Finance AB.

Mytos AS is a standalone cash generating unit,

The Optidev CGU also comprise eConnectivity CC AB as the business will be included in Optidev's consulting department.

In 2019 Techstep Finance was reported as a stand-alone CGU. After the acquisition, the two Techstep Finance companies have been more integrated with Techstep Norway AS and Techstep Sweden AB. The Techstep Finance companies require Techstep Norway AS and Techstep Sweden AB to supply input into the Techstep Finance processes. The Techstep Finance companies are therefore considered as part of the Techstep Norway AS (Techstep Finance AS) and Techstep Sweden AB (Techstep Finance AB) CGU.

Monitoring

Goodwill, Customer relationships and Technology are monitored by management at the level defined in the table above. These CGU represent the lowest level within the Group at which the goodwill and other intangible assets are monitored for internal management purposes.

Goodwill is initially recognised at the date of an acquisition of a business combination and represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value as at the acquisition date of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired. Other intangible assets are recognised at the fair value as at the acquisition date.

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Impairment reviews are undertaken by calculating the recoverable amount of the CGU containing goodwill and other intangible assets. The carrying amount of the CGU is then compared to the recoverable amount of the CGU, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.

The estimate of the recoverable amount of the CGU is largely based on management's assumption pertaining to the Group's future cash flow projections.

For the 2020 and 2019 reporting period, the recoverable amount of the cash generating units (CGUs) was determined based on value-in-use calculations which require the use of several key assumptions. The calculations use cash flow projections based on financial budgets and prognoses in the strategic plan approved by the Board of Directors covering a four-year period. Cash flows beyond the four-year period are calculated using the estimated growth rates stated below.

Please refer to the table "Key assumptions for estimating future performance" for further details.

Key assumptions for estimating future performance

	Techstep Norway AS and Techstep Finance AS	Techstep Sweden AB and Techstep Finance AB	Mytos	Optidev
Material factors that affect the cash flow from operations	The cash generating unit provides the customer with the entire managed mobility offering, comprising of Hardware with and without a leasing option, third party software within the mobility space, consultancy, maintenance and support, as well as being a reseller of the Origo platform. All of which can be bundled into the Flow offering. The CGU still retain some cash flows from the tradition hardware business, all expecting to decrease over the next years. The Cash flows are based upon expected future performance using the 2021 budget as a baseline. Free cash flows are expected to increase in the years to come as the organisation settles and becomes more effective.	The cash generating unit provides the market with a comprehensive service stack comparable to the Norwegian counterpart. The company is moving towards offering a full suite of managed mobility, including the Origo platform adapted to the Swedish market. The Cash flows are based upon expected future performance using the 2021 budget as a baseline. Free cash flows are expected to increase in the years to come as the organisation settles and becomes more effective.	The CGU main product "fakturakontroll" renders a stable recurring cash flow from operations. The cash flow is recycled into the business to build the organisation for supporting the managed mobility offering for all group companies, specifically Origo, a key component of the Group's Flow offering. The free cash flow is expected to increase in the following years.	The cash generating unit is a Nordic supplier of managed mobility with focus on transportation and logistics and public safety (Police, ambulance, fire trucks etc.) Optidev provides both its own True mobile software as well as third party software solutions and hardware equipment to ensure full connectivity in real time. The CGU has a steady positive cash flow.
Economic conditions and market outlook	The CGU operate in a stable economy with a high penetration of use of advanced mobile devices. The market related to other service offerings from the CGU is expected to grow in the future. Third party independent agencies have reported an expected compound average growth rate in the markets the CGU operates far above the growth estimates used in the impairment assessment.	The CGU operate in a stable economy with a high penetration of use of advanced mobile devices. The market related to other service offerings from the CGU is expected to grow in the future. Third party independent agencies have reported an expected compound average growth rate in the markets the CGU operates far above the growth estimates used in the impairment assessment.	The CGU operate in a stable economy with a high penetration of use of advanced mobile devices where the service offerings for both private and business purposes increase at a high rate. As users utilise their devices both for private and business purposes, the offering's from Mytos are highly relevant.	The CGU operate in a stable economy with a high penetration of use of advanced mobile devices. The market related to other service offerings from the CGU is expected to grow in the future.
Investments	Capital expenditure is assumed to be equal to depreciation in the terminal year.	Capital expenditure is assumed to be equal to depreciation in the terminal year.	Capital expenditure is assumed to be equal to depreciation in the terminal year.	Capital expenditure is assumed to be equal to depreciation in the terminal year.

Main budget assumptions	The budget is based on the continued transition from old to new revenue streams. The budget for 2021 is at the same level as results delivered in 2020, however there is an underlying shift from old to new revenue streams. There is a risk that there is a lag in the transition and that the result delivered will be lower. The budget is a building block in the long-term strategy plan, which has ambition of an increase in free cash flow. Refer to sensitivity analysis below regarding reductions in free cash flows and impact on impairment.	The budget in Techstep Sweden AB is based upon setting the company up for future growth. There are considerable investments in the budget, and the company is therefore not expected to deliver a free cash flow at the same level as in 2020. The planned scaling up of the company will have a positive impact on long term financial performance.	The budget in Mytos AS is based upon a steady inflow of users on the Origo business cloud solution. The CGU is recycling much of its free cash flow into developing its Origo business cloud solution, limiting short term free cash flow. The initiative will give the company the possibility to expand further once completed.	The budget aims to continue on the trajectory Optidev has been on for the last few years. Expansion and sharpening at all levels of the organisation. At the same time the company will work closely with Techstep Sweden and Techstep Norway to start build synergies.

The calculations of the CGU carrying amount use cash flow projections are based on financial budgets and forecasts approved by management covering a four-year period. From year five and beyond, a terminal value is calculated.

Discount rates

"The pre-tax discount rate applied for the impairment testing is set at 11.9%. This rate of return is calculated based on the weighted average of required rates of return on the Group's equity and debt (WACC) using the capital asset pricing model (CAPM).

The required rate of return on debt is estimated based on a long-term risk-free interest rate, to which a premium is added to reflect the creditors' risk when lending funds to the Group. The discount rate includes a small business premium (operational risk) and the expected future levels of inflation. For impairment reviews performed at yearend 2019, these assumptions have been applied consistently across the Group."

	2020	2019
Equity ratio	47%	56%
Growth in terminal value	0.5 %	0.5 %
WACC	11.9 %	11.9 %

Sensitivity

A sensitivity analysis would result in the following impairment indications. The sensitivities are applied in all years throughout the forecasting period.

	Impact on impairment
	Techstep Norway	Techstep
	AS	Sweden AB	Mytos AS	Optidev
10 % decline in free cash flow	No impairment	No impairment	No impairment	No impairment
1 % increase in WACC	No impairment	No impairment	No impairment	No impairment

Recognition of Impairment 2019

Based on the testing performed the Group recognised an impairment charge in 2019 amounting to NOK 70 million. The impairment was wholly related to the CGU Techstep Norway AS and was booked as a reduction in Goodwill. The underlying reasons were related to the reduction in hardware margins and operator commissions. Moreover, it was a consequence of the Group's strategic direction and the ongoing transformation of the business. Management's assessment is that the impairment is an effect of replacing legacy cash flows with the inherent uncertainties in future cash flows from new products.

Note 20. Financial risk management

The Group's financial risk is related to credit risk, liquidity risk, currency risk and interest rate risk. The Group's risk management aims to support value creation and ensure a solid financial platform, through transparent and strategic management of both financial and operational risk factors. Operational risk relates mainly to major projects, which are continuously reviewed by corporate management.

The ongoing global pandemic has had a negative, but limited effect on the Group's financial risk

The Group's capital consists of net interest-bearing debt (NIBD) and equity:	2020	2019
Non-current interest-bearing borrowings	108 539	162
Current interest-bearing borrowings	85 502	46 423
Cash and cash equivalents*	27 203	44 588
NIBD	166 838	(1 996)
Group equity	563 451	456 175
Net gearing (NIBD/equity)	30%	-3 %
Undrawn credit facilities	25 054	29 611

*Cash and cash equivalents 2019 are restated to include utilised credit facility.

A) Capital management

The Group's capital structure's primary focus is to ensure sufficient free liquidity in the form of cash and cash equivalents along with bank overdraft facilities to ensure that the Group can continually service its obligations and at the same time being able to make strategic acquisitions.

B) Credit risk

Credit risk is the risk that customers are unable to settle their obligations as they mature. Credit risk is considered part of the business risk and is included in ongoing operations. The Group has established procedures for credit rating major private customers, and the risk that customers do not have the financial means to meet their obligations is considered low. Historically, only minor losses have been realised as a result of customers experiencing financial difficulties.

The customer base comprises many medium-sized customers, along with a few larger customers. The customer portfolio is considered to be well diversified across industries, as well as private and public customers. The risk level is considered satisfactory. The bulk of the Group's customers are Norwegian and Swedish, which constitutes a geographic concentration of risk.

The ongoing pandemic has not materially impacted the credit risk of the Group. The exposure to high-risk customers is limited. Relevant customers with a higher risk rating due to the pandemic are followed closely to manage the risk.

No single customer represents 10% or more of trade receivables as at 31 December 2020 or as at 31 December 2019. No single customer represents 10% or more of the Group's revenues in 2020 or 2019.

The maximum credit exposure consists of the carrying value of receivables and cash and cash equivalents. All receivables are due within one year. Normally, payment is 14 days after invoicing.

Long-term receivables consist of smaller holdings, with no fixed maturity.

Provisions for losses on trade receivables are based on portfolio assessment of Trade receivables as disclosed in note 13.

Historically, actual losses on trade receivables have been immaterial, as was also the case in 2020. It is management's assessment that The Group's overall credit risk is satisfactory. Please also refer to Note 14, Trade receivables and other receivables.

C) Liquidity risk

Liquidity risk is the risk of not being able to pay the Group's financial obligations upon maturity. Liquidity risk arises from a mismatch between cash flows from operations and financial commitments. Liquidity budgets are prepared based on the Group's financial budgets. The budgets are prepared annually and are updated with new forecasts throughout the year. The Group's liquidity is satisfactory and management's liquidity budget models

show satisfactory liquidity throughout the budget period.

The ongoing pandemic has not materially impacted the Group's ability to pay its financial obligations, nor limited the access to capital.

The consolidated cash flows from operations in 2020 is positive due to an improvement in working capital.

For details regarding the Group's interest-bearing borrowings refer to Note 15. Interest-bearing borrowings.

D) Currency risk

The Group's operations are conducted in Norway and Sweden. The Group is thus not materially affected by operational currency fluctuations other than fluctuations between NOK and SEK. The bulk of the Group's goods and services is billed in NOK or SEK as appropriate. To a minor extent, some solutions revenue and expenses are invoiced in EUR and USD. The Group does not hedge cash flows in foreign currencies. The Group has low cash holdings, trade receivables and trade payables in currencies other than NOK and SEK.

Therefore, consequences on the Group's profit and equity from changes in exchange rates between NOK and foreign currencies, and SEK and foreign currencies is limited and deemed acceptable. There is limited trade between Norway and Sweden and currency risk is considered to be low overall. Group values related to foreign operations are subject to currency fluctuations. As such, there may be variations in the financial statement line item exchange differences on translating foreign operations in the consolidated statement of comprehensive income.

E) Interest rate risk

Interest rate changes have only a marginal direct effect on consolidated operating income and cash flows from operating activities. The Group's interest rate risk is related to floating interest rates on bank accounts and deposits, in addition to floating rate debt in credit institutions. The Group has no fixed-rate deposits or debt, and is therefore not exposed to fair value interest rate risk. The Group assesses its capital structure on an ongoing basis.

F) Categories of financial instruments

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level is included in note 1 accounting principles.

The fair value of all financial assets and financial liabilities are assessed to, for all material purposes, be equal to book value. To assess the fair value of shares and investments held by the Group management assesses the underlying values in the companies where the Group holds shares. The change in fair value is accounted for over profit and loss.

The Group has the following categories of financial instruments as at 31 December 2020:	Financial assets at fair value through profit or loss	Financial assets at amortised cost	Total	Level in fair value hierarchy
ASSETS
Shares and investments	44	-	44	3
Other non-current assets	-	169	169	3
Trade receivables	-	203 083	203 083	3
Other receivables	-	20 196	20 196	3
Cash and cash equivalents	-	27 203	27 203	1
Total assets	44	250 651	250 695

	Financial liabilities at fair value through profit or loss	Financial liabilities at amortised cost	Total	Level in rating hierarchy
LIABILITIES
Non-current interest-bearing debt	-	57 753	57 753	3
Non-current lease liabilities	-	26 278	26 278	3
Non-current repurchase obligation	-	25 330	25 330	3
Other non-current debt	-	53 665	53 665	3
Current interest-bearing debt	-	61 361	61 361	3
Trade payables	-	154 442	154 442	3
Tax payable	-	(750)	(750)	3
Public duties	-	39 756	39 756	3
Current lease liabilities	-	14 172	14 172	4
Other current liabilities	-	89 789	89 789	3
Total liabilities	-	521 796	521 796

The Group has the following categories of financial instruments as at 31 December 2019:	Financial assets at fair value through profit or loss	Financial assets at amortised cost	Total	Level in fair value hierarchy
ASSETS
Shares and investments	44	-	44	3
Other non-current assets	-	181	181	3
Trade receivables	-	147 411	147 411	3
Other receivables	-	16 104	16 104	3
Cash and cash equivalents	-	58 754	58 754	1
Total assets	44	222 450	222 495

	Financial liabilities at fair value through	Financial liabilities at amortised		Level in rating
	profit or loss	cost	Total	hierarchy
LIABILITIES
Non-current interest-bearing debt	-	162	162	3
Non-current lease liabilities	-	26 249	26 249	3
Non-current repurchase obligation	-	14 111	14 111	3
Other non-current debt	-	7 328	7 328	3
Current interest-bearing debt	-	46 423	46 423	3
Trade payables	-	122 328	122 328	3
Public duties	-	22 381	22 381	3
Current lease liabilities	-	11 998	11 998	3
Other current liabilities	-	40 985	40 985	3
Total liabilities	-	291 965	291 965

Note 21. Legal disputes and contingencies

The Group has no ongoing legal disputes.

Note 22. Changes in Group structure and business combinations

2020

In 2020, Techstep invested NOK 73.2 million in cash (net of cash acquired NOK 61.4 million) related to the acquisition of subsidiaries and businesses (business combinations). Furthermore, the Group issued consideration shares amounting to NOK 107.6 million in 2020. In addition, seller credits amounting to NOK 74.0 million have been recognised. All investments have been accounted for as business combinations.

Techstep acquired 100 % of the shares in Optidev AB 1 October 2020. The transaction was settled partly by 19,744,177 consideration shares in Techstep ASA. At the time of completion, this corresponded to NOK 103.7 million.

On 18 December 2020 Techstep acquired 100 % of the shares in eConnectivity AB. The transaction was settled partly in 755,958 consideration shares in Techstep ASA. At the time of completion this corresponded to NOK 3.9 million."

Acquisition-related costs amounting to NOK 7.0 million are recognised in the consolidated income statement in the line item Other expenses.

The tables below summarise the consideration transferred and the amounts recognised for assets acquired and liabilities assumed on the date of respective business combinations:

Consideration and amount recognised	Optidev	eConnectivity	Total
Cash payments	69 706	3 893	73 599
Consideration shares	103 657	3 893	107 550
Seller credit	70 092	3 893	73 985
Total	243 455	11 680	255 135

Net assets	Optidev	eConnectivity	Total
Intangible assets	1 829	-	1 829
Property plant and equipment	43 052	325	43 377
Other non-current assets	38	-	38
Inventories	13 608	-	13 608
Trade and other receivables	65 184	3 772	68 956
Cash and cash equivalents	11 110	299	11 409
Deferred tax liabilities	(3 118)	-	(3 118)
Other non-current liabilities	(19 949)	(153)	(20 101)
Current liabilities	(69 487)	(3 664)	(73 151)
Net assets	42 268	580	42 848
Excess value	201 187	11 100	212 287

Purchase price allocation	Optidev	eConnectivity	Total
Technology	17 683	-	17 683
Customer relations	56 379	5 464	61 843
Customer contracts	9 882	-	9 882
Deferred tax	(19 965)	(1 126)	(21 091)
Goodwill	137 208	6 761	143 969
Total	201 187	11 100	212 287

The goodwill of NOK 144.0 million relates to the know-how within the mobility space. The acquired companies broaden the Group's scope on Managed mobility in specific verticals. There are synergies with existing Group companies by cross selling of products. None of the goodwill recognised is expected to be deductible for income tax purposes. The business combinations are carried out as part of the Group's growth strategy.

The companies acquired in business combinations completed through purchase of shares have since the acquisition dates contributed NOK 70.8 million to operating revenues and NOK 4.9 million to consolidated net profit. If the acquisition date of all business combinations completed through purchase of shares was as at 1 January 2020, the operating revenues of the Group would have increased by NOK 184.0 million and the effect on the consolidated net profit would have been positive NOK 21.0 million.

2019

In Q4 2019, Techstep acquired 30% of the shares in Techstep Finance AS, increasing the total ownership to 80%. The transaction was settled in 3,738,317 consideration shares in Techstep ASA. At the time of completion, this corresponded to NOK 10.9 million.

As a consequence of the acquisition, Techstep Finance AS and its subsidiary Techstep Finance AB were consolidated as a subsidiary in the Techstep Group accounts. Up until 31 December 2019, Techstep Finance AS was accounted for as a joint venture.

Acquisition-related costs amounting to NOK 0.3 million were recognised in the consolidated income statement in the line item Other operational costs.

The tables below summarise the consideration transferred, and the amounts recognised for assets acquired and liabilities assumed after the business combinations:

Calculation of remeasurement of previously held equity interest
Techstep Finance valuation	40 000
Techstep's share	50 %
Value of previously held equity interest	20 000
Book value of previously held equity interest	1 794
Remeasurement gain	18 206

Consideration and amount recognised

Consideration shares	10 916
Book value of previously held equity interest	1 794
Remeasurement of previously held equity interest	18 206
Total	30 916

Net assets

Property plant and equipment	58 973
Trade and other receivables	3 535
Cash and cash equivalents	5 169
Other non-current liabilities	(2 360)
Current liabilities	(67 042)
Net assets	(1 724)
Excess value	32 640

Purchase price allocation

Goodwill	32 640
Total	32 640

The goodwill of NOK 32.6 million recognised is the systems, back-to-back contracts, work practices and know-how in the company for efficient execution of transactions as well as proven synergies with other companies in the Group. None of the goodwill recognised is expected to be deductible for income tax purposes. The business combination was carried out as part of the Group's growth strategy.

The companies acquired in business combinations completed through purchase of shares have since the acquisition dates contributed NOK 1.8 million to operating revenues and NOK 0.0 million to consolidated net profit. If the acquisition date of all business combinations completed through purchase of shares was as at 1 January 2019, the 2019 operating revenues of the Group would have increased by NOK 36.2 million and the effect on the consolidated net profit would have been positive NOK 0.6 million.

Note 23. Related parties transactions

The following are considered related parties to the Group:

All the members of the Board of Directors and Group management, including close family members, as defined by the Norwegian Accounting Act and associated regulations.

The following companies are considered as related parties to the Group during 2019 and 2020:

Company	Relationship	Role
Crayon Holding ASA and subsidiaries	Jens Rugseth	Chairman of the Board
Techstep Finance AS*	Techstep ASA	Control was obtained through acquisition of shares 13 December 2019. The company seizes to be a related party at the acquisition date.

The Group has recognised a gain of NOK 8.0 million related to the sale of the IT division to Crayon in 2020. Refer to note 7 for details.

Consolidated income statement	Revenue from Expenses to				Lease down payments
	2020	2019	2020	2019	2020	2019
Techstep Finance	-	49 592	-	474	-	45
Crayon	2 641	342	6 826	9 428	-	-

		Receivables	Payables
Balance as at 31 December	2020	2019	2020	2019
Techstep Finance	-	-	-	-
Crayon	-	32	208	174

All transactions with related parties are carried out at the arm's length principle.

Note 24. Earnings per share

	2020	2019
Weighted average number of shares outstanding	182 646 564	159 209 128
Weighted average number of shares outstanding (Diluted)	185 986 434	159 209 128

Profit attributable to owners of the parent	(24 746)	(64 328)
Earnings per share	(0.15)	(0.40)
Earnings per share (Diluted)	(0.13)	(0.40)

The Group has issued stock options to all member of the executive management Group. The options are in the money.

For details regarding the issuance of shares in 2019 and 2020, refer to note 25 Shares, capital structure and shareholders.

Note 25. Shares, capital structure and shareholders

Share capital

The company's share capital as at 31 December 2020 was NOK 183,295,472 based on 183,295,472 ordinary shares with a par value of NOK 1.00.

Each share gives the right to one vote at the company's general meeting. At the date of this report, Techstep holds 1,914 treasury shares.

The development in share capital and other paid-in equity is set out in the consolidated statement of changes in equity.

Development in the number of issued and outstanding shares:

	Shares outstanding	Treasury shares*	Issued
Number of shares 1 January 2020	162 793 423	1 914	162 795 337
Consideration shares	20 500 135		20 500 135
Number of shares 31 December 2020	183 293 558	1 914	183 295 472

Number of shares 1 January 2019	159 055 106	1 914	159 057 020
Consideration shares	3 738 317		3 738 317
Number of shares 31 December 2019	162 793 423	1 914	162 795 337

*Treasury shares are included in the column Other equity in the statement of changes in equity.

2020

Techstep has issued considerations shares in relation to the following acquisitions:

19 744 177 new shares related to the Optidev acquisition
755 958 new shares related to the eConnectivity acquisition

2019

Techstep issued considerations shares in relation to the following acquisition:

• 3,738,317 new shares related to the acquisition of additional 30 % share of Techstep Finance AS

Shareholder	Number of shares	Ownership
DATUM AS1	32 317 975	17.63%
MIDDELBORG INVEST AS	30 617 764	16.70%
KARBON INVEST AS2	19 448 795	10.61%
SWEDBANK AB	19 000 430	10.37%
TIGERSTADEN AS	5 000 000	2.73%
CIPRIANO AS3	4 968 835	2.71%
VERDIPAPIRFONDET DNB SMB	4 206 320	2.29%
ZONO HOLDING AS4	4 000 007	2.18%
TVENGE	3 800 000	2.07%
BRIDGE CAPITAL AS	3 738 317	2.04%
SÅ&HØSTE AS	2 925 936	1.60%
NORDHOLMEN AS	2 206 512	1.20%
ADRIAN AS	2 038 851	1.11%
SKANDINAVISKA ENSKILDA BANKEN AS	1 969 703	1.07%
PIKA HOLDING AS	1 956 512	1.07%
NORDIALOG ENSJØ AS	1 946 253	1.06%
UNIFIED AS	1 849 457	1.01%
IDEKAPITAL AS5	1 797 532	0.98%
DATUM VEKST AS	1 600 000	0.87%
SPIRALIS AS	1 580 864	0.86%
Total number owned by top 20	146 970 063	80.18 %
Total number of shares	183 295 472	100.00 %

As at 30 December 2020, Techstep's 20 largest shareholders were as follows:

1) Datum AS is controlled by deputy board member Jan Haudemann-Andersen.

2) Karbon Invest AS is owned by chairman of the board Jens Rugseth.

3) Cipriano AS, owned by vice chairman of the Board of Directors Einar J. Greve.

4) Zono Holding AS owned by Middelborg Invest AS 50.44%, Cipriano AS 4.65%, Duo Jag AS 0.93%.

5) Idekapital AS, which is controlled by board member Anders Brandt, owns 1,797,532 shares in Techstep ASA.

Duo Jag AS, which is partly owned by board member Ingrid Leisner, owns 554,834 shares in Techstep ASA.

Share option grant

Techstep established one share option scheme in 2017 and one share option scheme in 2018, both subject to the same terms and conditions (except for different grant dates and therefore also different vesting and expiry dates). The 2017 share option scheme has expired. 6,600,000 share options were issued under the 2018 share option scheme, of which 5,200,000 share options were issued to certain members of the Executive Management.

At the Annual General meeting 22 June 2020, it was resolved to terminate 5,200,000 share options previously granted to certain members of the Executive Management under the 2018 share option scheme, and to replace these share options with a new long-term share option scheme for all of the members of the Executive Management.

4,269,883 share options (2.5% of existing shares) were granted under the programme in 2020-2021. The share options will become exercisable (vest) on 22 June 2021 and must be exercised by 22 June 2024. The exercise price is NOK 3.00. The exercise price will be adjusted for any dividends paid or accrued before exercise. Each

option holder's aggregated gross profit from exercising the options shall be limited to the amount equal to 3 years' gross base salary at the time of exercising the options. The exercise of share options can be settled in cash, and/or with new or existing treasury shares. The Board intends to propose the adoption of a similar option programme in 2021 and 2022.

As at 31 December 2020, the total number of outstanding share options was 4,910,274 (2.7%) which includes 1,200,000 share options from the 2018 grant (in 2017 programme) to other key employees and 200,000 share options from the 2020 grant to other key employees.

Name	Position	Shares	Share Options
Jens Haviken	CEO	100 000	1017 471
Marius Drefvelin	CFO	40 000	813 976
Mads Vårdal	CPO	5 019	559 609
Erik Haugen	CCO	-	559 609
Inge Paulsen	Managing Director Norway	150 000	559 609

Note 26. Group structure

As at 31 December 2020 the Group consisted of the following companies:

Company	Location	Segment	Ownership
Techstep ASA	Oslo	Headquarters and others	100%
Techstep Nordic AS	Oslo	Headquarters and others	100%
Techstep Norway AS	Oslo	Norway	100%
Mytos AS	Oslo	Norway	100%
Techstep Finance AS	Oslo	Norway	80%
Optidev AS	Son	Optidev	100%
Techstep Holding AB	Karlstad	Headquarters and others	100%
Techstep Sweden AB	Karlstad	Sweden	100%
Techstep Finance AB	Karlstad	Sweden	80%
Mytos AB	Stockholm	Sweden	100%
Optidev AB	Borås	Optidev	100%
Optidev Integration AB	Borås	Optidev	100%
eConnectivity AB	Gothenburg	Optidev	100%
Techstep APS	Denmark	Norway	100%
Optidev APS	Vejle	Optidev	100%

Note 27. Remuneration to auditor

Auditor remuneration

(amounts in NOK 1 000)	2020
	Audit Services	Other attestation services	Tax advisory services	Other non audit services	Total
BDO	1 667	109	-	-	1 776
KPMG	279	-	-	-	279
Total	1 946	109	-	-	2 055

	2019
	Audit Services	Other attestation services	Tax advisory services	Other non audit services	Total
BDO	1 802	172	-	-	1 975
Other auditing firms	29	-	-	-	29
Total	1 831	172	-	-	2 004

Note 28. Remuneration to the board and executive management

	Position	Period	2020	2019
Jens Rugseth*	Chairman	From 3 March 2019	500	365
Einar J. Greve**	Deputy chairman	Whole year	400	433
Ingrid Leisner	Member, Chairman of audit committee	Whole year	300	300
Anders Brandt	Member	From 19 June 2018	250	250
Toril Nag	Member, Member of audit committee	From 19 June 2018	285	285
Stein Erik Moe	Member	Until 29 April 2019	0	83
Kristian Lundkvist	Member	Until 3 March 2019	0	63
Total remuneration			1 835	1 779

Total remuneration to the Board of Directors

*Jens Rugseth became Chairman of the Board 29 April 2019.

**Einar J. Greve resigned as Chairman of the board 29 April 2019 and took the position as Deputy Chairman of the Board at the same date.

Total remuneration to management in 2020

Name	Position	Period	Salary	Bonus	Pension and other remun.	Options programme*
Jens Haviken	CEO	Whole year	2 700	459	115	620
Marius Drefvelin	CFO	Whole year	2 233	460	128	395
Mads Vårdal	CPO	Whole year	1 625	315	108	288
Inge Paulsen*	Managing director TS Norway	Whole year	1 735	245	43	268
Erik Haugen	CCO	Whole year	1 291	300	112	268
Bartek Regerqvist	Managing director TS Sweden	Until 11 November 2020	1 052	-	299	38
Fredrik Logenius*	VD Optidev	From 1. Oct.2020	226	-		-
Total remuneration			10 862	1 779	805	1 878

* The expense recognised in the consolidated income statement, not gain on options for the beneficiary.

*Fredrik Logenius started 1 October 2020 as part of the Optidev acquisition. After Bartek Regerqvist's resignation, Fredrik Logenius was appointed Managing director in Techstep Sweden.

The CEO is entitled to severance payment equivalent to 6 months' salary in addition to pay during the six-month notice period.

Criteria for bonus to management are based on group and individual performance.

Name	Position	Period	Salary	Bonus	Pension and other remun.	Options programme*
Jens Haviken	CEO	Whole year	2 463	551	129	806
Marius Drefvelin	CFO	Whole year	2 260	579	153	419
Mads Vårdal	CIO Managing	Whole year	1 659	386	129	419
Inge Paulsen*	director Norway	Whole year	1 527	437	96	269
Erik Haugen	CCO	Whole year	1 218	262	129	269
Bartek Regerqvist	Managing director Sweden	Whole year	1 189	322	355	38
Total remuneration			10 317	2 537	990	2 219

Total remuneration to management in 2019

*Accounted for as cost in the consolidated income statement, not gain on options for the beneficiary.

Criteria for bonuses to management are based on Group and individual performance.

Shares and Share options 2020 program

			Granted during	Forfeited during	Closing		Shares held
Name	Grant date	OB	the year	the year	balance	Expiry date	31.12.20
Jens Haviken	22 June 2020	-	1 017 471	-	1 017 471	22 June 2024	100 000
Marius Drefvelin	22 June 2020	-	813 976	-	813 976	22 June 2024	40 000
Mads Vårdal	22 June 2020	-	559 609	-	559 609	22 June 2024	5 019
Inge Paulsen	22 June 2020	-	559 609	-	559 609	22 June 2024	150 000
Erik Haugen	22 June 2020	-	559 609	-	559 609	22 June 2024	-
Bartek Regerqvist*	22 June 2020	-	559 609	(559 609)	-	22 June 2024	-
Total remuneration to management		-	4 069 883	(559 609)	3 510 274
Other employees	11 Dec 2020	-	200 000	-	200 000	22 June 2024	N/A
Total options		-	4 269 833	(559 609)	3 710 274
Average weighted exercise prices per option			3.00

*Bartek Regerqvist resigned as managing director of Sweden during the year.

The share options will become exercisable on 22. June 2021 and must be exercised within 22. June 2024. The exercise price is NOK 3.00. The exercise price will be adjusted for any dividends paid before exercise and similar.

Each option holder's aggregated gross profit from exercising the options shall be limited to the amount equal to three years' gross base salary at the time of exercising the options. The company is entitled to settle the exercise of share options in cash, and/or with new or existing treasury shares.

All options are granted for no consideration.

There are 1.2 million share options granted to key personnel who are not a part of executive management. The Vesting dates and exercise prices are equal to the executive management's options in the 2017 programme, refer to below.

Fair value of options granted

The assessed fair value at grant date of options granted is 0,7690 per option.

The fair value at grant date is independently determined per tranche using the Black Scholes Model.

"As option gains are taxed with personal income tax (higher) and gains on ordinary shares are taxed with capital gains tax (lower), the assessment is that the participants will exercise early. Hence, exercise is assessed to occur before full lifetime has lapsed. The options are "non-transferable" it is also likely that participants will tend to realise the gain on the options by exercising early as soon as exercise is possible.

Due to the arguments above, it is management's best estimate that using the term from the grant date until 1 years after vesting date as estimated lifetime on the options is a fair assumption".

The expected volatility of the company's share price is 63 %. To estimate the volatility of the Techstep share, the Company's historic volatility over the expected lifetime of the options has been used.

The risk-free interest rate used in the B&S model is the zero-coupon government bond issues of the country in whose currency the exercise price is expressed, with the term equal to the expected term of the option being valued. Since the exercise price is expressed in Norwegian Krone, the "Norges Bank Statskasseveksler" and "Obligasjoner"-rate is used as input. The interest rates used for the options with term structures outside of the quoted terms of Norges Banks Interest rates are calculated with the use of a linear interpolation between the two closest quoted rates.

		Opening	Granted during	Other move	Closing
Name	Grant date	balance	the year	ments	balance	Expiry date
Jens Haviken	26 April 2018	5 000 000	-	5 000 000	-	Replaced 2020
Marius Drefvelin	27 April 2017	1 500 000	-	1 500 000	-	Lapsed 2020
Mads Vårdal	27 April 2017	1 500 000	-	1 500 000	-	Lapsed 2020
Inge Paulsen	16 August 2027	1 000 000	-	1 000 000	-	Lapsed 2020
Erik Haugen	16 August 2017	1 000 000	-	1 000 000	-	Lapsed 2020
Bartek Regerqvist*	26 April 2018	200 000	-	200 000	-	Replaced 2020
Total remuneration to management		10 200 000	-	10 200 000	-
Other employees	26 April 2018	1 200 000	-	-	1 200 000	15. April 2021
Total options		11 400 000	-	10 200 000	1 200 000
Average weighted exercise prices per option		5.00			-

Shares and Share options 2017 program

*Bartek Regerqvist resigned as managing director of Sweden during the year

This option program was replaced in April 2020 for Marius Drefvelin, Mads Vårdal, Inge Paulsen and Erik Haugen. For Jens Haviken, the program was terminated and replaced with a new program.

Name	Vesting date first tranche	Vesting date second tranche	Vesting date third tranche	Exercise price first tranche	Exercise price second tranche	Exercise price third tranche
Jens Haviken	01 Mar 2019	01 Mar 2020	01 Mar 2021	4.5	5	5.5
Marius Drefvelin	01 Mar 2018	01 Mar 2019	01 Mar 2020	4.5	5	5.5
Mads Vårdal	01 Mar 2018	01 Mar 2019	01 Mar 2020	4.5	5	5.5
Inge Paulsen	01 Mar 2018	01 Mar 2019	01 Mar 2020	4.5	5	5.5
Erik Haugen	01 Mar 2018	01 Mar 2019	01 Mar 2020	4.5	5	5.5

All options are granted for no consideration. The share option amount granted are divided equally over 3 tranches.

There are 3.6 million share options granted to key personnel who are not a part of executive management. The Vesting dates and exercise prices are equal to the executive managements' options.

Fair value of options granted

The assessed fair value at grant date of options granted ranges from NOK 0.42 to NOK 1.67 per option.

The fair value at grant date is independently determined per tranche using the Black Scholes Model. An estimated 50 % of options are assumed to be exercised at the vesting date and 50 % to be exercised at the expiry date.

The expected volatility of the company's share price is 45 %. The volatility is based on historical volatility, a peer Group review and management judgement. The risk-free interest rate used is a 3-year government bond interest rate of 0.78% per year.

Note 29. Events after the reporting period

There are no subsequent events to report after the reporting period.

Techstep ASA - income statement

(amounts in NOK 1 000) Note	2020	2019

Other revenue	6 069	4 636
Total revenue	6 069	4 636

Salaries and personnel costs	2 (15 457)	(16 711)
Other operational costs 2, 3	(9 183)	(5 273)
Share of profit (loss) in joint ventures	6 -	1 059
Depreciation	(30)	(41)
Impairment	6 -	(145 354)
Other income	8 4 859	-
Other expenses	8 (8 687)	(1 967)
Operating profit (loss)	(22 429)	(163 652)

Remeasurement on equity interests 4, 6	-	18 206
Financial income	4 20 086	18 601
Financial expense	4 (5 697)	(4 758)
Profit before taxes	(8 040)	(131 603)
Income taxes	5 (321)	(18)
Net income	(8 361)	(131 621)

Techstep ASA – Consolidated statement of comprehensive income

(amounts in NOK 1 000) Note	2020	2019
Net profit (loss) for the period	(8 361)	(131 621)

Items that may be reclassified to profit and loss
Exchange differences on translation of foreign operations	3 159	-
Income tax related to these items	(695)	-
Total comprehensive income for the period	(5 897)	(131 621)

Techstep ASA - Statement of financial position

ASSETS Note	31.12.2020	31.12.2019
Non-current assets
Deferred tax asset 5	305	1 283
Sum intangible assets	305	1 283
Property, plant and equipment	6	36
Sum tangible assets	6	36
Shares and investments 6	635 794	392 339
Other non-current assets 7	119 801	114 231
Sum financial assets	755 595	506 570
Total non-current assets	755 907	507 889
Receivables from Group companies 7	71 662	18 721
Trade receivables	1 943	644
Other receivables	210	202
Total inventories and receivables	73 815	19 567
Cash and cash equivalents 10	435	1 674
Total current assets	74 250	21 241
Total assets	830 157	529 130

Note EQUITY AND LIABILITIES	31.12.2020	31.12.2019
Share capital	183 295	162 795
Other equity	373 963	291 071
Total equity	557 258	453 866
Other non-current debt	96 934	4 859
Total non-current liabilities	96 934	4 859
Current interest-bearing liabilities 9	106 985	-
Trade payables	2 517	1 982
Current liabilities to Group companies 7	62 666	63 537
Public duties	760	636
Other current liabilities	3 037	4 252
Total current liabilities	175 965	70 406
Total liabilities	272 899	75 264
Total equity and liabilities	830 157	529 130

Oslo, 19 March 2020, from the Board of Directors and the CEO of Techstep ASA, signatures on the following page:

Jens Rugseth Chairman

Einar J. Greve Board member

Ingrid Leisner Board member Anders Brandt Board member

Toril Nag Board member Jens Haviken CEO

Techstep ASA - Statement of changes in equity

(amounts in NOK 1 000)	Share	Other paid-in	Other	Reva. reserve	Total
	capital	capital	equity		equity

Equity as of 1 January 2019	159 057	523 984	(111 067)	-	571 974

Profit for the period			(131 621)		(131 621)
Total comprehensive income for the period	-	-	(131 621)	-	(131 621)

Transactions with owners in their capacity
as owners: Contributions of equity net of transaction
costs Issue of ordinary shares as consideration for
a business combination, net of transaction costs and tax	3 738	7 178			10 916
Share-based payments			2 597		2 597
Equity as of 31 December 2019	162 796	531 161	(240 091)	-	453 866

Equity as of 1 January 20120	162 796	531 161	(240 091)	-	453 866

Profit for the period			(8 361)		(8 361)
Other comprehensive income				2 464	2 464
Total comprehensive income for the period	-	-	(8 361)	2 464	(5 897)

Transactions with owners in their capacity
as owners: Issue of ordinary shares as consideration for
a business combination, net of transaction	20 500	87 088	(133)		107 455
costs and tax
Share-based payments			1 834		1 834
Equity as of 31 December 2021	183 295	618 249	(246 751)	-	557 258

Techstep ASA - statement of cash flows

(amounts in NOK 1 000)	Note	2020	2019

Profit before tax		(8 040)	(131 603)
Share-based payments		1 834	2 597
Profit from joint venture	6	-	(1 059)
Remeasurement of contingent liability	8	4 859	-
Depreciation and amortisation		30	41
Impairment	6	-	145 354
Remeasurement on equity interests	4, 6	-	(18 206)
Dividends from subsidiaries		-	-
Changes in net operating working capital	11	(63 112)	(3 430)
Net cash flow from operational activities		(64 430)	(6 305)

Payment for acquisition of subsidiaries		(69 202)	-
Net cash used on investment activities		(69 202)	-

Repayment of borrowings		(3 826)
Proceeds from issuance of shares		66 665	-
Net cash flow from financing activities		62 839	-

Net change in cash and cash equivalents		(70 794)	(6 305)

Cash and cash equivalents at 1 January		1 674	7 978
Effects of exchange rate changes on cash and cash equivalents		-	-
Cash and cash equivalents as of 31 December	11	(69 120)	1 674
of which is restricted		425	429

Techstep ASA - Notes to the annual accounts

1. General information, basis for preparation
1. Salaries and personnel cost
1. Other operational costs
1. Finance income and expenses
1. Income tax
1. Shares in subsidiaries and joint ventures
1. Receivables and liabilities to Group companies
1. Other income and other expenses
1. Borrowings
1. Cash and cash equivalents
1. Events after the reporting period

Note 1. General information, basis for preparation

Techstep ASA is a public limited company incorporated and domiciled in Norway. The address of its registered office is Brynsalléen 4, 0667 Oslo, Norway. The shares of Techstep ASA are listed on the Oslo

Stock Exchange under ticker TECH.

Techstep ASA is the parent company of the Techstep Group, with business in Norway, Sweden and Denmark. For more information see the consolidated financial statements.

The financial statements were approved by the Board of Directors on 19 March 2020 and will be proposed to the General Meeting 22 April 2020.

The financial statements for the company Techstep ASA have been prepared and presented in accordance with simplified IFRS pursuant to § 3-9 in the Norwegian Accounting Act.

For the accounting principles used to prepare and present the financial statements refer to note 1 General information and summary of significant accounting policies in the Group financial statement.

Accounting principles applicable to the company not presented in the Group financial statements:

Shares in subsidiaries and joint ventures

Subsidiaries are all entities controlled, either directly or indirectly, by Techstep ASA. Techstep ASA controls an entity when it is exposed to, or has rights to, variable returns from the involvement with the entity and has the ability to affect those returns through power over the entity. Power over an entity exists when Techstep has power to direct the activities in which significantly affect the entity's returns. Generally, there is a presumption that a majority of voting rights results in control. Techstep considers all relevant facts and circumstances in assessing whether control exist, including contractual arrangements and other potential voting rights to the extent that these are substantive.

Shares are classified as investment in subsidiaries from the date Techstep ASA effectively obtains control of the subsidiary (acquisition date).

A joint venture is an entity over which Techstep ASA directly, or indirectly through subsidiaries, has joint control. Joint control is normally presumed to exist when Techstep controls 50% of the voting power of the investee.

Shares are measured at cost, and impairment loss is recognised if the carrying amount exceeds the recoverable amount. The impairment is reversed if the basis for the write-down is no longer present.

Group contributions received are included in financial income provided that they do not represent a repayment of capital invested. Group contributions that represent a repayment of capital are accounted for as a reduction in the cost of investments. Net Group contributions payable (gross Group contributions less tax effect) are accounted for as cost of investments in subsidiaries.

Dividends from subsidiaries and associates are included in financial income.

Note 2. Salaries and personnel cost

	2020	2019
Salary and holiday pay	12 690	14 185
Social security tax	1 756	1 911
Pension costs including social security tax	450	548
Other personnel costs	561	68
Total salaries and personnel cost	15 457	16 711

Number of employees at year end	4	4

The Company's pension plans meet the requirements of the Act on Mandatory occupational pensions (OTP).

Please refer to note 27 Remuneration to management in the consolidated Group financial statements for details regarding executive management remuneration and note 24 Share, capital structure and shareholders in the consolidated Group financial statements for information about share option grant.

Auditor remuneration

(amounts in NOK 1 000)		2020
	Audit Services	Other attestation services	Tax advisory services	Other non-audit services	Total
BDO	892	-	-	-	892
Total	892	-	-	-	892

	2019
	Audit Services	Other attestation services	Tax advisory services	Other non-audit services	Total
BDO	725	132	-	-	857
Total	725	123	-	-	857

Note 3. Other operational costs

	2020	2019
Office rental and operations	9	290
Sales and marketing	17	8
Computers and software	269	282
Fees for external services	6 814	3 257
Communication	31	48
Travel expense	40	238
Other costs*	2 004	1 151
Total operating costs	9 183	5 273

*Restated from 2019. Refer to note 8.

Note 4. Finance income and expenses

	2020	2019
Remeasurement on equity interests	-	18 206
Interest income	2 371	3 466
Group contributions received	15 136	13 296
Other financial income	2 578	1 839
Total financial income	20 086	36 807

Interest expenses	2 785	2 020
Other financial expenses	2 912	2 738
Total financial expenses	5 697	4 758

The company acquired a 30% share of Techstep Finance AS in 2019, bringing the total ownership up to 80 %. The remeasurement on the previously held equity interest is recognised on the line item with the same name. Refer to note 22 in the Group financial statement for details.

Note 5. Income tax

Income tax expense	2020	2019
Change in deferred tax	321	(18)
Tax expense	321	(18)

Reconciliation of relationship between accounting profit and tax expense
Profit before tax	(8 040)	(131 603)
Tax at the Norwegian tax rate of 22 % (2019 - 22%)	(1 769)	(28 953)
Tax effect permanent differences	2 242	28 802
Tax related to change in tax rates		-
Other	(153)	133
Income tax expense	321	(18)

Amounts recognised directly in equity
Deferred tax arising in the reporting period directly debited to equity:

Deferred tax: Share issue cost	(37)	-
Total	(37)	-
Tax losses	22%	22%
Unused tax losses for which no deferred tax asset has been recognised	(441 901)	(441 901)
Potential tax asset at 22 % tax rate	(97 218)	(97 218)
Deferred tax

The balance comprises temporary differences attributable to:
Property, plant and equipment	(796)	(975)
Accounting accruals	(592)	(4 859)
Tax loss carried forward	-	-
Total basis for deferred tax	(1 387)	(5 833)

Tax rate deferred tax	22%	22%
Net deferred tax with applicable year's tax rate	(305)	(1 283)
Change in deferred tax due to change in tax rate	-	-
Adjustment prior years	-	-
Net deferred tax (+)/ deferred tax asset (-)	(305)	(1 283)

Shares in subsidiaries 2019	Location	Ownership/ voting rights	Book value	Equity 31.12.2020	Net income 2020
Techstep Nordic AS	Oslo	100%	35 000	30 604	(13 775)
Techstep Holding AB	Karlstad	100%	49	29 937	(1 375)
Techstep Norway AS	Oslo	100%	204 780	79 557	19 687
Mytos AS	Oslo	100%	121 530	15 122	(300)
Techstep Finance AS	Oslo	80%	30 916	4 856	6 072
Techstep APS	Denmark	100%	65	193	(120)
Optidev AB*	Borås	100%	243 455	17 286	4 547
Total			635 794	177 555	10 190

Note 6. Shares in subsidiaries and Joint ventures

*Reported net income relates to the ownership period from 1. October 2020 - 31. December 2020.

		Ownership/		Equity	Net income
Shares in subsidiaries 2019	Location	voting rights	Book value	31.12.2019	2019
Techstep Nordic AS	Oslo	100%	35 000	37 596	(13 089)
Techstep Holding AB	Karlstad	100%	49	20 544	(921)
Techstep Norway AS	Oslo	100%	204 780	76 797	12 164
Mytos AS	Oslo	100%	121 530	15 422	8 547
Techstep Finance AS	Oslo	80%	30 916	(1 319)	38
Techstep APS	Denmark	100%	65	47	(71)
Total			392 339	149 088	6 668

To simplify the Group structure the following changes occurred in 2019:

Wizor AS was merged into Techstep Norway AS

Mytos IPR AS was merged into Mytos AS

The company acquired a 30 % share of Techstep Finance AS in 2019, bringing the total ownership up to 80 %. Refer to note 23 in the Group financial statement for details.

Impairment

An impairment charge is booked towards the company's shares in Techstep Norway AS. Refer to note 20 in the Group financial statement for details.

	2020	2019
Non-current receivables	119 801	114 231
Total non-current receivables	119 801	114 231

	2020	2019
Group contribution received	15 136	14 590
Other current receivables	71 662	4 775
Trade receivables	1 943	644
Total current receivables	88 741	19 365

	2020	2019
Other current liabilities	62 666	63 537
Total current liabilities	63 537	63 537

Note 7. Receivables and liabilities to Group companies

2020:

Non-Current receivables are related to investments in the Swedish operations. The receivable is interest bearing and considered a part of the Group's net investment in Sweden.

2019:

Non-current receivables are related to investments in the Swedish operations. The receivable is interest bearing and considered a part of the Group's net investment in Sweden. The non-current receivables were reported as current in the 2018 financial statements.

Note 8. Other income and other expenses

(amounts in NOK 1 000)	2020	2019
Derecognition of contingent consideration	4 859	-

	2020	2019
Acquisition related costs	(8 687)	(1 967)
Total	(8 687)	(1 967)

Note 9. Borrowings

The company has acquired Optidev AB in 2020. The transaction was partly financed by borrowings. Refer to Note 15 in the Group financial statements regarding borrowings and note 22 in the Group financial statements regarding the acquisition of Optidev AB.

The company entered as the head of a cash pool for the Group companies in 2020. The cash pool includes a credit facility presented net with cash deposits as current interest-bearing liabilities. Refer to note 15 in the Group financial statement for details.

Note 10. cash and cash equivalents

The Company's cash and cash equivalents consists of:

(amounts in NOK 1 000)	2020	2019
Cash and bank deposits	435	1 674
Total	435	1 674
Of which is restricted	435	429


Reconciliation with cash flow statement	2020	2019
Balances above	435	1 674
Bank overdrafts in cash pool	(69 555)	-
Bank deposits included in cash pool	-	-

Note 11. Events after the reporting period

Please refer to note 29 Events after the reporting period in the consolidated Group financial statements.

Alternative performance measures

Techstep Group's financial information is prepared in accordance with international financial reporting standards (IFRS). In addition, it is management's intention to provide alternative performance measures that are regularly reviewed by management to enhance the understanding of Techstep's performance, but not instead of the financial statements prepared in accordance with IFRS. The alternative performance measures presented may be determined or calculated differently by other companies. The principles for measuring the alternative performance measures are in accordance with the principles used both for segment reporting in Note 2 and internal reporting to Group Executive Management (chief operating decision makers) and are consistent with financial information used for assessing performance and allocating resources.

Gross profit

Gross profit is defined as Total revenue less Cost of goods sold. Gross profit reflects the profitability contribution of revenue growth, and therefore describes the Group's potential for sustainable value creation. The metric is used for internal performance analysis.

Gross margin

Gross margin is defined as Total revenue less Cost of goods sold divided by Total revenue. The metric is included in the report as it enables comparison between segments and to competitors.

EBITDA

Earnings before interest, tax, depreciation, amortisation and impairment (EBITDA) is a key financial parameter for Techstep. This measure is useful to users of Techstep's financial information in evaluating operating profitability on a more variable cost basis as it excludes depreciation and amortisation expense related primarily to leases, capital expenditures and acquisitions that occurred in the past. The EBITDA margin presented is defined as EBITDA divided by total revenues.

EBITA and EBITDA rep. is the same.

Adjusted EBITDA

Adjusted Earnings before interest, tax, depreciation, amortisation and impairment (EBITDA) is based on EBITDA but adjusted for transactions of a non-recurring nature. Such non-recurring transactions include, but are not limited to restructuring costs, gains or losses related to sale of subsidiaries, acquisition related costs and other non-recurring income and expenses.

EBITA

Earnings before interest, tax and amortisation (EBITA) is a key financial parameter for Techstep. This measure is useful to users of Techstep's financial information in evaluating operating profitability on a more variable cost basis as it excludes depreciation related primarily to leases and capital expenditures and acquisitions that occurred in the past. The EBITA margin presented is defined as EBITA divided by total revenue.

EBIT

Earnings before interest and tax (EBIT) is useful to users with regard to Techstep's financial information in evaluating operating profitability on the cost basis as well as the historic cost related to past business combinations and capex. The EBIT margin presented is defined as EBIT divided by total revenue.

Total net operating expenses

Total net operating expenses includes the line items Cost of goods sold, Salaries and personnel costs, Other operating costs, Share of profit (loss) in joint venture, Depreciation, Amortisation, Impairment and Other income. The metric facilitates access to information of the total cost base.

Hardware revenue

Hardware revenue is defined as revenue from sales of tangible goods and related discounts from suppliers and partners. Hardware share of revenue is the hardware revenue divided by total revenues. The metric is useful as it is descriptive of the nature of the Group's revenues.

Solutions revenue

Solutions revenue is defined as revenue from sales of licenses, support and other non-tangible items to customers. Also included are discounts from suppliers and partners. Solutions share of revenue is the solutions revenue divided by total revenue." The metric is useful as it is descriptive of the nature of the Group's revenues.

Net interest-bearing debt (NIBD)

Net interest-bearing debt is non-current interest-bearing debt plus current interest-bearing liabilities less cash and cash equivalents. The measure is useful as it includes both the Group's cash position and indebtedness.

Equity ratio

Equity ratio is defined as Total equity divided by total equity and liabilities. The equity ratio is useful as it describes how the Group's assets are financed.

Capital Expenditure (Capex)

Capital expenditure is the same as payment for property, plant and equipment and intangible assets. Capex is useful as it describes the capital intensity of the Group's operations.

Annual Recurring Revenue (ARR)

ARR is calculated as the revenue the following 12 months from own software as at the balance sheet date. The ARR is calculated by multiplying the number of users of own software with the price per product and in turn annualized. The measure is useful as it describes the Group's expected revenues in the years to come.

APM's in the income statement	2020	2019

Total revenue	1 142 866	1132 059
Cost of goods sold	(764 579)	(852 722)
Gross profit	378 287	279 338
Gross margin	33%	25%
Salaries and personnel costs	(208 243)	(187 994)
Other operational costs	(74 405)	(63 396)
Share of profit (loss) in joint ventures	-	1 059
Other income	17 843	-
Other expenses	(9 028)	(1 967)
EBITDA	104 455	27 040
Depreciation	(87 332)	(15 214)
Impairment	-	(70 000)
EBITA	17 122	(58 174)
Amortisation	(27 892)	(22 018)
EBIT	(10 770)	(80 192)

Adjusted EBITDA
EBITDA	104 455	27 040
Other income	(17 843)	-
Other expense	9 028	1 967
Adjusted EBITDA	95 640	29 007

Total net operating expenses
Cost of goods sold	(764 579)	(852 722)
Salaries and personnel costs	(208 243)	(187 994)
Other operational costs	(74 405)	(63 396)
Share of profit (loss) in joint ventures	-	1 059
Depreciation	(87 332)	(15 214)
Amortisation	(27 892)	(22 018)
Impairment	-	(70 000)
Other income	(9 028)	(1 967)
Total net operating expenses	(1 171 479)	(1 212 252)

Revenue splits
Revenue	1142 866	1132 059
Hardware revenue	867 244	841 340
Solutions revenue	275 622	290 720
Hardware share of revenue	76%	74%
Solutions share of revenue	24%	26%

NIBD
Cash and cash equivalents	27 203	44 588
Non-current interest-bearing borrowings	108 539	162
Current interest-bearing borrowings	85 502	46 423
NIBD	(166 838)	(1 996)

Equity ratio
Total equity	563 451	455 970
Total equity and liabilities	1 199 131	817 191
Equity ratio	47%	56%

Debt to equity ratio
Total liabilities	635 680	361 221
Total equity	563 451	455 970
Debt to equity ratio	1.13	0.79

ARR
Number of users (1 000)	249	201
Average price own software	254	182
ARR	63 329	36 628

Independent Auditor's Report

To the General Meeting in Techstep ASA

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Techstep ASA.

The financial statements comprise:

The financial statements of the parent company, which comprise the balance sheet as at 31 December 2020, income statement, statement of comprehensive income, statement of changes in equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and
The financial statements of the group, which comprise the balance sheet as at 31 December 2020, and income statement, statement of comprehensive income, statement of changes in equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion:

The financial statements are prepared in accordance with the law and regulations.
The accompanying financial statements give a true and fair view of the financial position of Techstep ASA as at 31 December 2020, and its financial performance and its cash flows for the year then ended in accordance with simplified application of international accounting standards according to section 3-9 of the Norwegian Accounting Act.
The accompanying financial statements give a true and fair view of the financial position of the group Techstep ASA as at 31 December 2020, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU.

Basis for Opinion

We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by laws and regulations, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of 2020. These matters were addressed in the context of our

audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of the key audit matter	How the key audit matter was addressed in the audit
Intangible assets Under IFRS, the Group is required to test the carrying value of intangible assets for impairment annually. Impairment testing of intangible assets is a key aspect of our audit due to the complexity of the assessments and the significance of assumptions related to future market and/or economic conditions that underlie the assessment.	Our audit procedures have included a detailed review of management's impairment test for each business unit to which intangible assets are allocated. We have also assessed management's assumptions underlying the valuation and taken into account management's historical accuracy in determining the estimates. Internal specialists have assisted us in this process. We have also considered the assumptions described in note 19 and assessed the adequacy of the information provided in the notes against the requirements of IAS 36.
Investments in subsidiaries The company has significant investments in subsidiaries that are measured at cost. Investments in subsidiaries are tested for impairment if indications of impairment are present. An impairment loss is recognized if the carrying amount exceeds the recoverable amount. The significant amounts involved, and the complexity of the valuation of the assets, lead us to classify the valuation of investments in subsidiaries as a key audit matter, as described in note 19.	Our audit procedures included a detailed review, testing, and assessment of management's impairment tests, including the calculation of recoverable amounts. We have also assessed management's assumptions underlying the valuation and taken into consideration the historical accuracy in determining the estimates. Internal specialists have assisted us in this process. We have also considered the assumptions described in note 19.
Acquisition of Optidev AB On October 1st, 2020, the Group acquired a 100 percent interest in Optidev AB for a purchase price of NOK 243,5 million on an enterprise value basis. Acquisitions of subsidiaries are accounted for using the purchase method. Hence, identifiable assets acquired, and liabilities assumed are initially measured at fair value at the transaction date. Any consideration in excess of the net identifiable assets, is recorded as goodwill. In relation to the acquisitions, the Group has prepared a purchase price allocation. The purchase price allocation requires the application of	Our audit procedures included an evaluation of the key assumptions applied in the valuation model, such as revenue growth, EBITDA margin, churn rate and remaining useful life. We involved our internal valuation specialists to assist us with our assessment of the discount rates, expected inflation rates, and the appropriateness of the methodology and valuation model used. In addition, we performed the following audit procedures: • we compared Sale and Purchase Agreement (SPA) and Purchase Price Allocation (PPA) with respect to allocation of the purchase price.

significant judgment by management, in particular with respect to identification and valuation of intangible assets such as customer relations, customer contracts and technology. Due to the materiality, complexity and estimation uncertainty, we consider accounting for business combinations to constitute a key audit matter in the audit of the group. The Group's accounting policy regarding acquisitions is disclosed in note 22 to the consolidated financial statements.

we focused on the opening balances and evaluated the related fair value adjustments.
we tested the mathematical accuracy of the calculations derived from the forecast model

Furthermore, we have evaluated the adequacy of the disclosures provided in the notes covering business combinations.

Other information

Management is responsible for the other information. The other information comprises the Board of Directors' report and other information in the Annual Report, but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and the Managing Director for the Financial Statements

The Board of Directors and the Managing Director (management) are responsible for the preparation and fair presentation of the financial statements for the parent company in accordance with simplified application of international accounting standards according to section 3-9 of the Norwegian Accounting Act, and for the preparation of the group in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or Group or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

For further description of Auditor's Responsibilities for the Audit of the Financial Statements reference is made to:

https://revisorforeningen.no/revisjonsberetninger

Report on Other Legal and Regulatory Requirements

Opinion on the Board of Directors' report

Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors' report concerning the financial statements, the going concern assumption, and the proposal for the coverage of the loss is consistent with the financial statements and complies with the law and regulations.

Opinion on Registration and Documentation

Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements (ISAE) 3000, «Assurance Engagements Other than Audits or Reviews of Historical Financial Information», it is our opinion that management has fulfilled its duty to produce a proper and clearly set out registration and documentation of the Company's and the Group's accounting information in accordance with the law and bookkeeping standards and practices generally accepted in Norway.

BDO AS

Yngve Gjethammer State Authorised Public Accountant (This document is signed electronically)

Independent Auditor's Report Techstep ASA - 2020 Page 4 of 4

TECHSTEP ASA

Brynsalléen 4 0667 Oslo, Norway +47 915 233 37

www.techstepasa.no

Interim report Q1 2021

Making work mobile

Highlights Q1 2021

● Revenue was NOK 306 million, up from NOK 293 million in the first quarter of 2020
● Gross profit was NOK 114 million, up from NOK 80 million in the first quarter of 2020
● EBITDA adjusted of NOK 13 million in the quarter vs NOK 12 million in the first quarter of 2020
● ARR increased to NOK 66 million, up from NOK 37 million in the first quarter of 2020
● Signed eight new managed mobility service contracts, with an estimated value of NOK 15 million and ~3,300 managed devices in the first quarter of 2021
● Announced acquisition of software provider Famoc S.A., strengthening Techstep's MMS capabilities and unlocking European expansion

CEO comment

"During the first quarter, we continued to pursue our growth strategy and progress our transformation into a leading Managed Mobility Services (MMS) provider in the Nordics. Our ambitions are rooted in true mobility expertise and capabilities. With ~300 employees and mobility experts based in Norway, Sweden and Denmark, serving more than 550 enterprise customers and 200,000 managed devices across industries in the private and public sector, we have a unique platform for growth.

With market conditions still impacted by the Covid-19 pandemic effects, we did see slower sales cycles, and customer onboarding and implementation timelines in the first quarter and we continue to see this in the second quarter. We signed eight new MMS contracts with a total estimated value of NOK 15 million and ~3,300 managed devices in the first quarter. Our ambition for the full year is 30 MMS contracts, and we have a sharp focus on addressing existing customers MMS needs and onboarding new customers. Looking ahead, we see indications of increasing activity as Covid-19 measures seem to be eased and we are happy to see that our core enterprise customers increasingly adopt our MMS solutions.

As a company purpose-built to become a specialised MMS provider, we are gaining experience and insights every day that we use to further develop our leadership in the Nordic MMS market with continuous improvement of our IP, service stack and software driven solutions. The execution of our organic and M&A driven growth strategy is generating gross profit growth: NOK 114 million in the first quarter, up from NOK 80 million in the first quarter of 2020. Including gross profit contribution from our latest acquisition announced today, Techstep has a last twelve months gross profit moving towards half a billion Norwegian kroner. Moving forward, we target strong value creation by increasing gross profit significantly and move gross profit to EBITDA conversion above 30% by 2025. This plan reflects the fact that our leading MMS solutions create material value for our customers – especially when deployed at scale.

Our ability to deliver value to our customers and other stakeholder is a result of the ongoing transformation journey taking place with investments in own software and IP, as well as M&A to further strengthen and expand our MMS-offering and reach.

Speaking of M&A and as mentioned earlier, we announced our latest and 11th acquisition today, and this is a very exciting one. We are acquiring the software provider Famoc, a company based in Poland with an attractive solution that strengthen Techstep's MMS capabilities and a customer based in Europe

that unlocks a European expansion opportunity. We look forward to start integrating Famoc as soon as possible and welcome their team to the Techstep family.

We are confident that our mobility services and MMS-solutions will be increasingly adopted across the Nordics and Europe, because we have clear and strong value propositions to our customers: Helping enterprises reduce cost, increase productivity, transform employee capabilities and enhance their engagement, driving business value and revenue growth, while at the same time delivering on their ESG goals", says Jens Haviken, Techstep CEO.

About Techstep

Techstep is purpose-built to become a leading Managed Mobility Services provider in the Nordics. Techstep combines device management, software, hardware and connectivity into a managed service. This enables enterprises and their employees to do their work across mobile devices and locations, with a high degree of security and operational stability. Techstep has 300 employees based in Norway, Sweden and Denmark, serving 550+ enterprise customers across various industries in the private and public sectors. The company is listed on the Oslo Stock Exchange. For more information, see www.techstepasa.no.

Key Figures

(amounts in NOK 1 000)	Q1 2021	Q1 2020	FY 2020

Revenues	305 930	292 677	1 142 866
Annual Recurring Revenue (ARR)	65 948	37 127	63 329

Gross profit	114 032	80 454	378 287

EBITDA adjusted1)	13 331	11 879	95 640
EBITDA	12 857	11 629	104 455
EBITA	(13 209)	(393)	17 122
EBIT	(23 999)	(5 431)	(10 771)
Net profit (loss) for the period	(24 696)	(3 391)	(23 557)

EBITDA adj. margin (%)	4.4 %	4.1 %	8.4 %
EBITDA rep. margin (%)	4.2 %	4.0 %	9.1 %
EBITA margin (%)	(4.3 %)	(0.1 %)	1.5 %
EBIT margin (%)	(7.8 %)	(1.9 %)	(0.9 %)
Net profit (loss) for the period (%)	(8.1 %)	(1.2 %)	(2.1 %)

Cash	62 796	19 996	27 203
Net interest-bearing debt	152 307	27 498	166 838
Capex2)	6 760	4 842	21 386

1) EBITDA adjusted in Q1 2021 excludes non-recurring items such as M&A related costs of NOK 0.5 million

2) Capex only includes development capex and not leased out hardware to customers, booked as capex after IFRS 16.

The Optidev acquisition is included in the financial statements from Q4 2020.

Operational review

Main developments

During the first quarter, Techstep continued to pursue it growth strategy and progress the company's transformation into a leading Managed Mobility Services (MMS) provider in the Nordic region. A core part of this journey is oriented around customer needs and continuous development and strengthening of Techstep's MMS offering. The MMs offering is a recurring services bundle that integrates market leading IP, software and mobility expertise with services including hardware device financing, support, service and lifecycle management.

With market conditions still impacted by the Covid-19 pandemic effects, Techstep saw slower and longer sales cycles, as well as customer onboarding and implementation timelines in the first quarter. Both driven by current market conditions, but also Techstep's ambition of ensuring great customer journeys and experience, the company focused on improving sales and marketing during the quarter and also reorganized the product team in Techstep Norway.

In Techstep Sweden, a new management team has been established after the acquisition of Sweden based Optidev in December 2020 and the integration of Optidev progressed well.

Sales

The company signed eight new MMS contracts with a total estimated value of NOK 15 million and ~3,300 managed devices in the quarter.

Among the MMS solutions sold in the quarter was 'Flow', a recurring services bundle consisting of software, hardware devices and services. More specific, 'Flow' includes the Origo software, mobile devices and device service, support, financing and lifecycle management. Origo is Techstep's proprietary cloud software-as-a-service solution, and a core value driver going forward. Techstep Finance is Techstep's own leasing solution that adds customer benefits like lower total cost of ownership and a residual value at the end of the leasing period.

In Sweden, the newly acquired The Optidev TrueMobile platform is a cloud-based mobile software solution. Through apps it creates traceability of work performed by deskless workers, for example tracking goods in supply chains, picking orders in warehouses, controlling tickets or documenting service done by field-service-technicians. The software application can be paired with a broad selection of certified hardware and can be tailored to the customer's specific needs. TrueMobile also supports back-office personnel by web-based functions such as transport planning and order handling. The solution includes a powerful integration platform enabling integration with the clients' business systems.

Techstep sees a reduction in order intake going into the second quarter of 2021,, but this is only expected to affect sales short term. However, key customers continue to expand their business with Techstep, and the pipeline is strong going in to the second quarter.

Techstep's annual recurring revenue base (ARR¹ ) was NOK 66 million per first quarter 2021 including Optidev. Techstep's recurring revenue relates to the sale of own software with ~98% gross margin comprising Mobile Expense Management, Origo Business Cloud and

¹Refer to alternative performance measures

TrueMobile - sold either as a white-label service through partners or directly by Techstep.

Total Origo users were ~48,000 at the end of the first quarter 2021, up from ~28,000 users at the end of first quarter 2020.

Strategic initiatives to strengthen mobility offering

Techstep has acted as a market consolidator in Norway and Sweden over the past five years and continuously evaluates potential M&A opportunities to further strengthen and expand its managed mobility service offering. After the close of the quarter, Techstep announced an acquisition of software provider Famoc, strengthening Techstep's MMS capabilities and unlocking European expansion.

Financial review

The interim financial information has not been subject to audit or review.

Techstep ASA acquired Optidev 1 October 2020 and eConnectivity 18 December 2020, and both are included in the Techstep Group financial statements for the first quarter 2021.

Profit and loss first quarter 2021

Techstep generated total revenue of NOK 305.9 million in the first quarter of 2021, up from NOK 292.7 million in the corresponding quarter last year.

Techstep's Own Software accounted for NOK 15.6 million (NOK 9.7 million), whereas leasing revenue accounted for NOK 30.5 million (NOK 12.2 million). Advisory & Services amounted to NOK 56.1 million (NOK 53.6) and related commissions were NOK 5.3 million in the first quarter (NOK 9.7 million). Customers continue to choose hardware as part of Techstep's managed mobility solutions. Hardware revenue (excluding leasing) was NOK 197.7 million (NOK 207.0 million) in the quarter.

Gross profit increased by 41.7% year-over-year to NOK 114.0 million. Gross margin for the quarter thus increased to 37.3%, up from 27.5% in the corresponding quarter of 2020. The improved gross margin relates to increased demand for Techstep's Own Software, hardware leasing, and Advisory & Services.

Salaries and personnel costs increased by 49.8% year-over-year to NOK 74.6 million (NOK 49.8 million), reflecting higher headcount due to acquisitions. Option costs for the quarter were NOK 0.8 million (NOK 0.4 million), and other operational costs were NOK 26.1 (NOK 19.0 million).

EBITDA amounted to NOK 12.9 million in the first quarter of 2021, and includes one-off costs related to M&A activities of NOK 0.5 million. EBITDA in the corresponding quarter last year was NOK 11.6 million.

Adjusted EBITDA margin increased to 4.4% from 4.1% in the corresponding quarter last year, which reflects the improved gross profit in the quarter.

Financial position

As at 31 March 2021, total assets were NOK 1,169.6 million, compared with NOK 1,199.1 million as at 31 December 2020.

Intangible assets account for NOK 704.7 million. Intangible assets include goodwill of NOK 556.3 million and customer relations and technology of NOK 148.5 million.

Total tangible assets were NOK 207.6 million as at 31 March 2021 including NOK 171.8 million in hardware leased out to customers and NOK 35.8 million in premises and leased assets.

Total inventories and receivables were NOK 194.2 million as at 31 March 2021. The decrease from NOK 264.8 million at the end of the preceding year primarily reflects a reduction in inventories and accounts receivables due to higher sale volume in the previous period.

Total equity at the end of the first quarter was NOK 512.1 million (NOK 563.5 million), corresponding to an equity ratio of 44% (47%).

Non-current interest-bearing debt of NOK 97.2 million (NOK 108.5 million) includes an acquisition loan of NOK 46.7 million and seller's credit of NOK 47.5 million. Other non-current debt of NOK 42.0 million mostly relates to leasing commitments of NOK 24.2 million and a buy-back obligation for leased hardware of NOK 17.6 million.

Current interest-bearing liabilities amounted to NOK 117.9 million. This includes net bank overdraft accounts of NOK 74.3 million, as well as a short-term seller's credit of NOK 22.6 million and the short-term part of the acquisition loan of NOK 13.3 million related to the Optidev acquisition.

Other current liabilities of NOK 222.1 million as at 31 March 2021 mainly include payables to employees of NOK 31.2 million, deferred revenue of NOK 127.8 million, leasing commitments of NOK 12.6 million and a buyback obligation for leased hardware of NOK 9.3 million.

Net interest-bearing debt was NOK 152.3 million at the end of the first quarter 2021, compared to NOK 166.8 million at the end of the preceding year.

Cash flow first quarter 2021

Net cash inflow from operating activities was NOK 93.7 million in the first quarter of 2021 and includes a positive effect of NOK 80.6 million from the decrease in working capital related to higher sales volumes in the previous quarter and an increase in deferred revenue from the leasing portfolio.

Net cash flow used for investment activities was a negative NOK 74.5 million. This is largely due to capital expenditures related to leased out hardware of NOK 74.2. Techstep also invested NOK 6.8 million in own software and IT development and received NOK 7.3 million from the sale of equipment in Techstep Finance in the quarter.

Net cash flow from financing activities was positive at NOK 19.4 million in the first quarter 2021. This includes lease repayments of NOK 4.4 million, proceeds from overdrafts in the

cash pool of NOK 31.0 million and repayments of borrowings of NOK 7.7 million.

Cash and cash equivalents increased by NOK 38.6 million in the first quarter to NOK 62.8 million.

Outlook

Techstep continue to pursue it growth strategy and progress the company's transformation into a leading Managed Mobility Services (MMS) provider in the Nordic region. With the acquisition of Famoc, Techstep has also unlocked a European expansion and growth opportunity.

As part of its transformation journey, Techstep invest in own software and IP and pursue M&A opportunities to further strengthen and expand its MMS-offering and market position.

Techstep has stated clear medium- and longterm goals. In the medium term, the ambition is to enter into 30 new MMS contracts annually and achieve a gross profit growth of 20-25% and gross profit to EBITDA conversion of 20- 25% in the same period. Annual development capex is expected to be NOK 30-35 million medium term.

Techstep's long term ambition is to manage more than 1 million devices with a gross profit above NOK 1,200 and to increase gross profit to EBITDA conversion to more than 30% by 2025.

To realize its ambitions, Techstep focuses on converting existing customers to MMS, onboarding new customers, M&A to acquire new software, IP and market positions and geographical expansion.

Techstep will reach these ambitions by streamlining the organisation and leveraging operations to improve profitability over time, and continuously driving value creation for new and existing customers by ensuring the adoption of its current MMS offering, as well as by adding customer value through new service and by customising its MMS offering to best fit customer mobility needs.

Consolidated income statement

(amounts in NOK 1 000)	Note	Q1 2021	Q1 2020	FY 2020

Revenue	2, 3	305 251	292 219	1 138 943
Other revenue		679	458	3 923
Total revenues		305 930	292 677	1 142 866

Cost of goods sold		(191 898)	(212 223)	(764 579)
Salaries and personnel costs		(74 593)	(49 781)	(208 243)
Other operational costs		(26 107)	(19 044)	(74 405)
Depreciation	5	(26 066)	(12 021)	(87 332)
Amortisation		(10 790)	(5 039)	(27 892)
Other income	8	-	-	17 843
Other expenses	8	(474)	-	(9 028)
Operating profit (loss)		(23 999)	(5 431)	(10 770)

Financial income		4 881	4 648	5 760
Financial expense		(5 146)	(5 576)	(11 822)
Profit before taxes		(24 263)	(6 359)	(16 832)
Income taxes		(433)	2 968	(6 725)
Net profit (loss) for the period		(24 696)	(3 391)	(23 557)

Net income attributable to
Non-controlling interests		120	95	1 188
Shareholders of Techstep ASA		(24 816)	(3 486)	(24 746)

Earnings per share in NOK:
Basic		(0.14)	(0.02)	(0.15)
Diluted		(0.13)	(0.02)	(0.13)

Consolidated statement of comprehensive income

(amounts in NOK 1 000)	Q1 2021	Q1 2020	FY 2020
Net profit (loss) for the period	(24 696)	(3 391)	(23 557)

Items that may be reclassified to profit and loss
Exchange differences on translating foreign operations	(26 156)	22 404	22 346
Income tax related to these items	(1 276)	(2 648)	(730)
Total comprehensive income	(52 128)	16 365	(1 941)

Total comprehensive income attributable to
Non-controlling interests	120	(6)	1 188
Shareholders of Techstep ASA	(52 248)	16 371	(3 130)

Consolidated statement of financial position

(amounts in NOK 1 000)
Note ASSETS	Q1 2021	FY 2020
Non-current assets
Goodwill	556 281	571 372
Customer relations and technology	148 467	161 892
Total intangible assets	704 748	733 263
Right-of-use assets	35 829	40 233
Property, plant and equipment 5	171 789	133 384
Total tangible assets	207 618	173 617
Shares and investments	44	44
Other non-current assets	166	169
Total financial assets	210	213
Total non-current assets	912 576	907 093
Inventories	15 188	28 158
Accounts receivable	148 753	203 083
Other receivables	30 296	33 594
Total inventories and receivables	194 237	264 836
Cash and cash equivalents 7	62 796	27 203
Total current assets	257 033	292 039
Total assets	1 169 609	1 199 131

Note EQUITY AND LIABILITIES	Q1 2021	2020
Share capital 4	183 295	183 295
Other equity	327 776	379 272
Total equity attributable to the owners of Techstep ASA 4	511 071	562 568
Non-controlling interests	1 002	884
Total equity	512 073	563 451
Deferred tax		27 659
	29 769
Non-current interest-bearing debt	97 181	108 539
Other non-current debt	42 029	54 488
Total non-current debt	168 979	190 686
Current interest-bearing liabilities	117 922	85 502
Accounts payable	109 625	154 442
Tax payable	(241)	(750)
Public taxes, provisions	39 105	39 756
Other current liabilities 5, 8	222 145	166 044
Total current debt	488 557	444 994
Total liabilities	657 536	635 680

Consolidated statement of changes in equity

(amounts in NOK 1 000)	Share capital	Other paid-in capital	Other equity	Reval. reserve	SUM	Minority interest	Total equity capital

Equity as at 1 January 2020	162 795	504 273	(205 402)	(5 394)	456 273	(304)	455 970
Profit for the period	-	-	(24 746)		(24 746)	1 188	(23 557)
Other comprehensive income	-	-		21 616	21 616	-	21 616
Total comprehensive income for
the period	-	-	(24 746)	21 616	(3 130)	1 188	(1 941)

Transactions with owners in their
capacity as owners:
Issue of ordinary shares as
consideration for a business
combination, net of transaction costs
and tax	20 500	87 088			107 588		107 588
Share-based payments	-	-	1 834		1 834	-	1 834
Equity as at 31 December 2020	183 295	591 361	(228 311)	16 222	562 568	884	563 451

Equity as at 1 January 2021	183 295	591 361	(228 311)	16 222	562 568	884	563 451

Profit for the period	-	-	(24 816)		(24 816)	120	(24 696)
Other comprehensive income	-	-		(27 432)	(27 432)	-	(27 432)
Total comprehensive income for
the period	-	-	(24 816)	(27 432)	(52 248)	120	(52 128)
Transactions with owners in their capacity as owners: Issue of ordinary shares as consideration for a business combination, net of transaction costs and tax	-	-	-	-	-	-	-
Share-based payments	-	-	752	-	752	-	752
Equity as at 31 March 2021	(183 295)	(591 361)	(252 375)	(11 210)	511 071	1 002	512 073

Consolidated statement of cash flow

(amounts in NOK 1 000)	Note	Q1 2021	Q1 2020	FY 2020

Profit before tax		(24 263)	(6 359)	(16 832)
Profit from joint venture		-	-	-
Depreciation equipment and other fixed assets	5	21 918	9 123	72 590
Depreciation right-of-use assets	5	4 149	2 898	14 743
Amortisation		10 790	5 039	27 892
Share-based payments		752	385	1 834
Dividend and other reclassified to investment activities	8	-	-	(8 000)
Gain from sale of property plant and equipment	5	40	-	(4 795)
reclassified to investment activities
Impairment		-	-	-
Remeasurement of contingent liability		-	-	4 859
Net exchange differences		-	11 287	923
Taxes paid		(329)	(1 037)	(5 514)
Changes in core net operating working capital		18 168	(23 405)	(30 107)
Changes in other net operating working capital		62 473	795	13 528
Net cash flow from operational activities		93 697	(1 274)	71 120
Payment for acquisition of subsidiaries net of cash
acquired		(811)	-	(61 414)
Payment for equipment and other fixed assets	5	(74 224)	(18 492)	(108 650)
Payment for intangible assets		(6 760)	(4 842)	(21 386)
Proceeds from sale of property, plant and equipment		7 324	-	13 089
Proceeds from sale of business		-	-	8 000
Net cash used on investment activities		(74 471)	(23 334)	(170 361)

Proceeds from issuance of shares		507	-	-
Proceeds from borrowings1)	7	31 087	-	109 764
Repayment of borrowings		(7 739)	(61)	(12 686)
Lease repayments		(4 439)	(3 186)	(17 459)
Net exchange differences finance		-	-	-
Net cash flow from financing activities		19 416	(3 247)	79 619
Net change in cash and cash equivalents1)		38 642	(27 855)	(19 622)

Cash and cash equivalents at beginning of period		27 203	44 588	44 588
Effects of exchange rate changes on cash and cash		(3 048)	3 264	2 236
equivalents
Cash and cash equivalents at end of period1)	7	62 796	19 996	27 203

1) Cash flow has been restated for FY2020. Bank overdraft and cash is no longer presented net in the consolidated statement of cash flow.

Notes to the consolidated financial statements

1. Accounting principles

Techstep (the Group) consists of Techstep ASA (the Company) and its subsidiaries. Techstep ASA is a limited liability company, incorporated in Norway. The consolidated interim financial statements consist of the Group and the Group's interests in a joint arrangement. As a result of rounding differences, numbers or percentages may not add up to the total.

1. ACCOUNTING PRINCIPLES

The interim consolidated financial statements are prepared under International Financial Reporting Standards (IFRS) for the periods presented. The interim financial report is presented in accordance with IAS 34 Interim Financial Reporting. The interim consolidated financial statements do not include all the information and disclosures required in the Annual Financial Statements and should be read in conjunction with the Group's Annual Financial Statements 2020. The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Group's Annual Financial Statements for the year ended 31 December 2020. The report has not been audited.

Note 2. Business segments

Techstep has three business segments, which are represented by the geographic locations where the Group's entities are incorporated and the newly acquired Optidev group. The entities are controlled and owned by the Techstep Group. Other companies are included in the segment Headquarters and other.

Eliminations comprise intersegment sales. Transactions between operating segments are conducted on normal commercial terms.

1) Norway

Techstep Norway AS: The offerings of the company are mobile hardware, servicing, support and mobility consultancy services. The company is located in Oslo and Sandefjord.
Mytos AS: A Norwegian-based software-as-a-services company with mainly recurring revenue. Mytos offers a full range of mobile expense management (TEM) modules, all with proprietary software and highly user-friendly implementation and operation. The company is located in Oslo.
Techstep Denmark ApS: Established to invoice Danish customers. The company is fully supported from Norway and does not have any employees.
Techstep Finance AS: Provides financing and remarketing services.

2) Sweden:

Techstep Sweden AB: The company offers mobile hardware, industry leading cloud-based (UCaaS) PBX solutions, Mobility consultancy services and Enterprise Mobility Management (EMM) services, including Mobile Security, system design, implementation, mobile device management. The company is located in Karlstad, Gothenburg and Stockholm.
Techstep Finance AB: Provides financing and remarketing services.

3) Optidev:

Optidev AB, Optidev AS and Optidev ApS: The companies develop and provide enterprise mobility software and solutions, predominantly to customers in the transportation, logistics and public safety sectors in Sweden, Norway and Denmark.
eConnectivity CC AB: the company is a specialised developer and provider of enterprise strategic services related to mobility and digitalisation.

4) Headquarters and other:

• Techstep ASA, Techstep Nordic AS and Techstep Holding AB.

Q1 2021	Norway	Sweden	Optidev	HQ and other	Elim inations	Total
Operating revenues from	189 459	67 221	49 003	246	-	305 930
external customers
Operating revenues from other	136	611	149	9 130	(10 025)	-
segments
Operating revenues	189 595	67 832	49 152	9 377	(10 025)	305 930
Cost of goods sold	(130 911)	(43 505)	(18 043)	(267)	829	(191 898)
Salaries and personnel costs	(32 463)	(15 478)	(16 071)	(10 981)	400	(74 593)
Other operational costs	(11 497)	(6 662)	(5 200)	(11 605)	8 856	(26 107)
Share of profit (loss) of joint venture	-	-	-	-	-	-
Depreciation	(14 149)	(4 234)	(5 347)	(2 336)	-	(26 066)
Amortisation	(2 430)	(1 964)	(4 391)	(2 004)	-	(10 790)
Impairment	-	-	-	-	-	-
Other income	-	-	-	-	-	-
Other expenses	-	-	-	(474)	-	(474)
Operating profit (loss)	(1 856)	(4 012)	99	(18 290)	60	(23 999)

Employees 31 March 2021	120	65	95	19		299

			HQ and	Elim
Q1 2020	Norway	Sweden	other	inations	Total
Operating revenues from external
customers	209 921	82 509	246	-	292 677
Operating revenues from other segments	2 671	1 161	8 274	(12 106)	-
Operating revenues	212 593	83 669	8 521	(12 106)	292 677
Cost of goods sold	(154 363)	(60 888)	(283)	3 312	(212 223)
Salaries and personnel costs	(29 923)	(11 580)	(8 528)	250	(49 781)
Other operational costs	(15 505)	(5 112)	(13 605)	15 178	(19 044)
Share of profit (loss) of joint venture	-	-	-	-	-
Depreciation	(8 222)	(1 879)	(1 921)	-	(12 021)
Amortisation	(2 697)	(1 862)	(480)	-	(5 039)
Impairment	-	-	-	-	-
Other income and expenses	-	-	-	-	-
Operating profit (loss)	1 883	2 348	(16 296)	6 634	(5 431)

Employees 31 March 2020	136	60	16		212

				HQ and
FY 2020	Norway	Sweden	Optidev	other	Eliminations	Total
Operating revenues from
external customers	760 611	310 577	70 692	986	-	1 142 866
Operating revenues from
other segments	6 397	4 202	112	32 204	(42 916)	-
Operating revenues	767 007	314 779	70 805	33 190	(42 916)	1 142 886
Cost of goods sold	(511 798)	(224 774)	(34 788)	-	6 782	(764 579)
Salaries and personnel costs	(112 736)	(49 604)	(15 716)	(31 652)	1 465	(208 243)
Other operational costs	(53 544)	(21 928)	(4 324)	(25 580)	30 971	(74 405)
Share of profit (loss) of joint
venture	-	-	-	-	-	-
Depreciation	(61 479)	(11 422)	(5 990)	(8 442)	-	(87 332)
Amortisation	(7 816)	(7 770)	(4 161)	(8 145)	-	(27 892)
Impairment	-	-	-	-	-	-
Other income	8 150	4 835	-	4 859	-	17 843
Other expenses	(105)	-	-	(8 923)	-	(9 028)
Operating profit (loss)	27 679	4 116	5 826	(44 694)	(3 698)	(10 770)

Note 3: Disaggregation of revenues

In the following tables, Total revenue is disaggregated by major revenue streams divided into the reportable segments as shown in note 2:

				HQ and
Q1 2021	Norway	Sweden	Optidev	other	Eliminations	Group
Total revenues	189 595	67 832	49 152	9 377	(10 025)	305 930

Hardware
Hardware revenues	128 005	44 838	12 723	-	(199)	185 368
Leasing	18 243	4 692	7 585	-	-	30 520
Kickback	8 070	3 627	655	-	-	12 352
Total	154 318	53 156	20 964	-	(199)	228 240

Solutions
Advisory & Services	20 945	13 736	21 955	-	(548)	56 089
Own Software	9 801	-	5 824	-	-	15 625
Commission	4 355	942	-	-	-	5 297
Total	35 101	14 679	27 779	-	(548)	77 010

Other revenues
Other	175	(3)	409	9 377	(9 279)	679
Total	175	(3)	409	9 377	(9 279)	679

				Headquarter
Q1 2020	Norway	Sweden	Optidev	and other	Eliminations	Group
Total revenues	212 593	83 669		8 521	(12 106)	292 677

Hardware
Hardware revenues	160 044	52 837		-	(2 671)	210 210
Leasing
Kickback	7 449	1 580		-	-	9 029
Total	167 493	54 417		-	(2 671)	219 238

Solutions
Advisory & Services	28 058	26 667		-	(1 161)	53 564
Own Software	9 714	-		-	-	9 714
Commission	6 973	2 729		-	-	9 702
Total	44 745	29 396		-	(1 161)	72 980

Other revenues
Other	354	(143)		8 521	(8 274)	458
Total	354	(143)		8 521	(8 274)	458

				HQ and
FY 2020	Norway	Sweden	Optidev	other	Eliminations	Group
Total revenues	767 007	314 779	70 805	33 190	(42 916)	1 142 866

Hardware
Hardware revenues	492 315	210 373	24 662	-	(3 399)	723 950
Leasing	79 494	14 929	10 883	-	-	105 305
Kickback	31 040	3 138	-	-	-	34 179
Total	602 849	228 440	35 544	-	(3 399)	863 434

Solutions
Advisory & Services	102 351	75 905	29 867	-	(7 199)	200 924
Own Software	38 420	-	4 956	-	-	43 376
Commission	21 031	10 291	-	-	-	31 322
Total	161 802	86 196	34 823	-	(7 199)	275 622

Other revenues
Other	2 356	143	438	33 190	(32 317)	3 811
Total	2 356	143	438	33 190	(32 317)	3 811

Note 4: Share capital and shareholders

The company's share capital as at 31 March 2020 was NOK 183,295,472 consisting of 183,295,472 ordinary shares with a par value of NOK 1.00.

Each share gives the right to one vote at the company's annual general meeting. At the time of this report, Techstep holds 1,914 treasury shares.

Techstep's 20 largest shareholders at 31 March 2021 were as follows:

Shareholder	# of shares	Ownership %
DATUM AS1	32 317 975	17.63%
MIDDELBORG INVEST AS	21 617 764	11.79%
KARBON INVEST AS2	19 448 795	10.61%
SWEDBANK AB	19 003 892	10.37%
SPAREBANK 1 MARKETS AS	9 000 000	4.91%
TIGERSTADEN AS	5 000 000	2.73%
CIPRIANO AS	4 968 835	2.71%
VERDIPAPIRFONDET DNB SMB	4 085 911	2.23%
ZONO HOLDING AS3	4 000 007	2.18%
BRIDGE CAPITAL AS	3 738 317	2.04%
TVENGE	3 000 000	1.64%
SÅ&HØSTE AS	2 925 936	1.60%
NORDHOLMEN AS	2 106 512	1.15%
ADRIAN AS	2 038 851	1.11%
PIKA HOLDING AS	1 956 512	1.07%
NORDIALOG ENSJØ AS	1 946 253	1.06%
UNIFIED AS	1 849 457	1.01%
IDEKAPITAL AS	1 797 532	0.98%
SABINUM AS	1 794 977	0.98%
DATUM VEKST AS	1 600 000	0.87%
Total number owned by top 20	144 197 526	78.67%
Total number of shares	183 295 472	100.00%

1) Datum AS is controlled by deputy board member Jan Haudemann-Andersen

2) Karbon Invest AS is owned by chairman of the board Jens Rugseth

3) Zono Holding AS owned by Middelborg Invest AS 50.44%, Cipriano AS 4.65%, Duo Jag AS 0.93%

Idekapital AS, which is controlled by board member Anders Brandt, owns 1,797,532 shares in Techstep ASA.

Duo Jag AS, which is partly owned by board member Ingrid Leisner, owns 554,834 shares in Techstep ASA. Refer to subsequent events.

Share option grant

At the Annual General meeting 22 June 2020, 4,069,883 share options (2.5% of existing shares) were granted under the 2020 program. The share options will become exercisable (vest) on 22 June 2021 and must be exercised by 22 June 2024. The exercise price is NOK 3.00. The exercise price will be adjusted for any dividends paid or accrued before exercise. Each option holder's aggregated gross profit from exercising the options shall be limited to the amount equal to 3 years' gross base salary at the time of exercising the options. The exercise of share options can be settled in cash, and/or with new or existing treasury shares. The Board intends to propose the adoption of a

similar option program in 2021 and 2022. As at 31 March 2020, the total number of outstanding share options was 3,710,274 (2.0%).

Overview of shares and share options held by members of the management group as at 31 March 2021:
---------------------------------------------------------------------------------------------------	--	--	--

Name	Position	Shares	Share options
Jens Haviken	CEO	100 000	1 017 471
Marius Drefvelin	CFO	40 000	813 976
Mads Vårdal	CPO	5 019	559 609
Erik Haugen	CCO	-	559 609
Inge Paulsen	Managing Director Norway	150 000	559 609

Note 5: Property, plant and equipment

	Land and	Right-of-use		Other fixed
	buildings	assets	Equipment1)	assets	Total

Accumulated cost as at 1 January 2021	-	69 045	279 431	35 018	383 494
Additions	-	3 125	73 836	391	77 352
Additions arising from business
combinations	-	-	-	-	-
Disposals	-	(5 100)	(65 724)	(3 699)	(74 523)
Translation differences	-	(970)	(8 023)	(995)	(9 989)
Reclassified to asset classified as held
for sale	-	-	-	-	-
Accumulated cost 31 March 2021	-	66 101	279 520	30 715	376 335

Accumulated cost as at 1 January 2020	-	47 552	105 865	19 966	173 383
Additions	-	9 287	105 340	3 836	118 462
Additions arising from business	-	11 877	78 768	10 725	101 369
combinations
Disposals	-	-	(9 677)	(2 618)	(12 296)
Translation differences	-	330	1 679	425	2 434
Reclassified to asset classified as held	-	-	-	-	-
for sale
Accumulated cost 31 December 2020	-	69 045	281 974	32 334	383 353

Accumulated depreciation as at 1
January 2021 Additions arising from business	-	(29 026)	(153 906)	(27 410)	(210 342)
combinations	-	-	-	-	-
Current year depreciation	-	(4 121)	(21 145)	(654)	(25 920)
Disposals	-	2 394	55 926	3 708	62 027
Translation differences	-	481	4 317	719	5 516
Reclassified to asset classified as held
for sale	-	-	-	-	-
Accumulated depreciation 31 March
2021	-	(30 272)	(114 808)	(23 637)	(168 718)

Accumulated depreciation as at 1
January 2020		(10 962)	(33 871)	(16 703)	(61 536)
Additions arising from business	-
combinations		(3 639)	(47 936)	(6 969)	(58 544)
Current year depreciation	-	(14 361)	(71 560)	(1 411)	(87 333)
Disposals	-	-	-	(1 971)	(1 971)
Translation differences	-	149	(538)	35	(353)
Reclassified to asset classified as held	-	-	-	-	-
for sale
Accumulated depreciation 31
December 2020	-	(28 813)	(153 906)	(27 018)	(209 737)

Book value of assets 31 December 2020	-	40 233	128 068	5 316	173 617
Book value of assets 31 March 2021	-	35 829	164 711	7 077	207 618

1) Equipment comprises mobile phones, tablets and other equipment where the Group is the lessor.

Note 6: Impairment

Management has assessed Covid-19 and the global pandemic to be an indicator for impairment. The group's assets have been assessed for impairment, and it is management's judgement that no impairment charge is necessary.

Note 7: Cash and cash equivalents

Current assets	Q1 2021	FY 2020
Cash at bank and in hand, not included in cash pool	62 796	27 203
of which is restricted	6 669	6 356

The Group has a credit facility of NOK 80 million related to the cash pool.

Note 8 Changes in Group structure and business combinations

2021

No changes in the first quarter 2021.

2020

In 2020, Techstep invested NOK 73.2 million in cash (net of cash acquired NOK 61.4 million) related to the acquisition of subsidiaries and businesses (Business combinations). Furthermore, the Group issued consideration shares amounting to NOK 107.6 million in 2020. In addition, seller credits amounting to NOK 74.0 million have been recognised. All investments have been accounted for as business combinations.

Techstep acquired 100% of the shares in Optidev AB 1 October 2020. The transaction was settled partly in 19,744,177 consideration shares in Techstep ASA. At the time of completion, this corresponded to NOK 103.7 million.

On 18 December 2020 Techstep acquired 100 % of the shares in eConnectivity CC AB. The transaction was settled partly in 755,958 consideration shares in Techstep ASA. At the time of completion this corresponded to NOK 3.9 million.

Acquisition-related costs amounting to NOK 7.0 million are recognised in the consolidated income statement in the line item Other expenses.

The tables below summarise the consideration transferred and the amounts recognised for assets acquired and liabilities assumed after the business combinations:

Consideration and amount recognised	Optidev	eConnectivity	Total
Cash payments	69 706	3 893	73 599
Consideration shares	103 657	3 893	107 550
Seller credit	70 092	3 893	73 985
Total	243 455	11 680	255 135

Net assets	Optidev	eConnectivity	Total
Intangible assets	1 829	-	1 829
Property plant and equipment	43 052	325	43 377
Other non-current assets	38	-	38
Inventories	28 753	-	-
Trade and other receivables	50 040	3 772	53 812
Cash and cash equivalents	11 110	299	11 409
Deferred tax liabilities	(3 118)	-	(3 118)
Other non-current liabilities	(19 949)	(153)	(20 101)
Current liabilities	(69 487)	(3 664)	(73 151)
Net assets	42 268	580	42 848
Excess value	201 187	11 100	212 287

Purchase price allocation	Optidev	eConnectivity	Total
Technology	17 683	-	17 683
Customer relations	56 379	5 464	61 843
Customer contracts	9 882	-	9 882
Deferred tax	(19 965)	(1 126)	(21 091)
Goodwill	137 208	6 761	143 969
Total	201 187	11 100	212 287

Note 9: Subsequent events

Acquisition of Famoc S.A.

Techstep announced on May 10, 2021 an agreement to acquire 100 percent of Famoc S.A. for a total enterprise value of NOK 103.4 million. Techstep will close the transaction of Famoc S.A. no later than 15 July 2021, and Famoc will be consolidated in Techstep Q2 results. The acquisition will strengthen Techstep's MMS capabilities and unlock European expansion opportunities. In 2020, Famoc S.A. had revenue of NOK 28.9 million, gross profit of NOK 23.9 million and EBITDA of NOK 6.6 million. The company has over 1,700 customers and three products in its portfolio: Famoc Manage, Famoc Defend and Famoc Lock. The company is located in Poland with 44 employees in Gdansk and Warsaw.

Employee share purchase program

Techstep ASA ("Techstep" and the "Company") has a share purchase program (the "ESPP") for all employees of the Techstep group and the board members of the Company (the "Eligible Participants"), as approved by the annual general meeting in 2020.

Under the ESPP, the Eligible Participants may, in certain periods, apply to subscribe for new shares in the Company, at a price corresponding to a 20% discount to the prevailing market price of the Company's shares as of the end of the application periods. An application period under the ESPP has recently been completed, and the Company received applications for a total of 432,925 new shares in the Company from the Eligible Participants.

In order to deliver new shares to the Eligible Participants, the Board of Directors of the Company has resolved a share capital increase of NOK 432,925 through issuance of 432,925 new shares, each share with a par value of NOK 1.00. The new shares are issued at a subscription price of NOK 4.28 per new share. The new shares have been issued based on an authorisation to increase the share capital granted to the Board of Directors on 22 June 2020.

Following completion of the share issuance, the share capital of the Company will be NOK 183,728,397 divided by 183,728,397 shares, each with a par value of NOK 1.00.

Overview of shares held by members of the management group as at 22 April 2021:

		Shares		Shares
Name	Position	31.03.2021	ESPP	22.04.2021
Jens Haviken	CEO	100 000	23 364	123 364
Marius Drefvelin	CFO	40 000	23 364	63 364
Mads Vårdal	CPO	5 019		5 019
Erik Haugen	CCO		4 672	4 672
Inge Paulsen	Managing Director Norway	150 000	5 841	155 841

Duo Jag AS, a close associate of board member Ingrid Leisner has applied for and been allocated 46,728 new shares in the ESPP, at a price per share of NOK 4.28. Following this, Duo Jag AS holds 601,562 shares in the Company.

Share option grant

At the Annual General meeting 22 April 2021, 4,593,208 share options were granted under the 2021 program. The share options will become exercisable (vest) on 22 August 2021 and must be exercised by 22 August 2026. The exercise price is NOK 5.80. The exercise price will be adjusted for any dividends paid or accrued before exercise. Each option holder's aggregated gross profit from exercising the options shall be limited to the amount equal to 3 years' gross base salary at the time of exercising the options. The exercise of share options can be settled in cash, and/or with new or existing treasury shares.

Overview of share options awarded, and total share options held by members of the management group as at 22 April 2021:

		Shares options	Share options	Total share
Name	Position	31.03.2021	22.04.2021	options
Jens Haviken	CEO	1 017 471	1 033 472	2 050 943
Marius Drefvelin	CFO	813 977	849 743	1 663 720
Mads Vårdal	CPO	559 609	597 117	1 156 726
Erik Haugen	CCO	559 609	597 117	1 156 726
Inge Paulsen	Managing Director Norway	559 609	597 117	1 156 726

Alternative performance measures

Gross profit

Gross profit is defined as Total revenue less Cost of goods sold.

Gross margin

Gross margin is defined as Total revenue less Cost of goods sold divided by Total revenue.

EBITDA

Adjusted EBITDA

Adjusted Earnings before interest, tax, depreciation, amortisation and impairment (EBITDA) is based on EBITDA but adjusted for transactions of a non-recurring nature. Such non-recurring transactions include, but are not limited to restructuring costs, gains or losses related to sale of subsidiaries, acquisition-related costs and other nonrecurring income and expenses.

EBITA

EBIT

Total net operating expenses

Hardware revenue

Hardware revenue is defined as revenue from sales of tangible goods and related discounts from suppliers and partners.

Hardware share of revenue is the hardware revenue divided by total revenues.

Solutions revenue

Net interest-bearing debt (NIBD)

Net interest-bearing debt is non-current interest-bearing debt plus current interest-bearing liabilities less cash and cash equivalents.

Equity ratio

Equity ratio is defined as Total equity divided by total equity and liabilities.

Capital Expenditure (Capex)

Capital expenditure is the same as payment for property, plant and equipment and intangible assets.

Annual Recurring Revenue (ARR)

APM's in the income statement	Q1 2021	Q1 2020	FY 2020
Total revenue	305 930	292 677	1 142 866
Cost of goods sold	(191 898)	(212 223)	(764 579)
Gross profit	114 032	80 454	378 287
Gross margin	37%	27%	33 %
Salaries and personnel costs	(74 593)	(49 781)	(208 243)
Other operational costs	(26 107)	(19 044)	(74 405)
Share of profit (loss) in joint ventures	-	-	-
Other income	-	-	17 843
Other expenses	(474)	-	(9 028)
EBITDA	12 857	11 629	104 455
Depreciation	(26 066)	(12 021)	(87 332)
Impairment	-	-	-
EBITA	(13 209)	(393)	17 122
Amortisation	(10 790)	(5 039)	(27 892)
EBIT	(23 999)	(5 431)	(10 771)

Adjusted EBITDA	Q1 2021	Q1 2020	FY 2020
EBITDA	12 857	11 629	104 455
Other income	-		(17 843)
Other expense	474	250	9 028
Adjusted EBITDA	13 331	11 879	95 640

Total net operating expenses	Q1 2021	Q1 2020	FY 2020
Cost of goods sold	(191 898)	(212 223)	(764 579)
Salaries and personnel costs	(74 593)	(49 781)	(208 243)
Other operational costs	(26 107)	(19 044)	(74 405)
Share of profit (loss) in joint ventures	-	-	(162)
Depreciation	(26 066)	(12 021)	(87 332)
Amortisation	(10 790)	(5 039)	(27 892)
Impairment	-	-	-
Other expenses	(474)	-	(9 028)
Total net operating expenses	(329 929)	(298 108)	(1 171 479)

Revenue splits	Q1 2021	Q1 2020	FY 2020
Revenue	305 930	292 677	1 142 866
Hardware revenue	228 920	219 696	867 244
Solutions revenue	77 010	72 980	275 622
Hardware share of revenue	75%	75 %	76 %
Solutions share of revenue	25%	25 %	24 %

NIBD	Q1 2021	FY 2020
Cash and cash equivalents	62 796	27 203
Non-current interest-bearing borrowings	97 181	108 539
Current interest-bearing borrowings	117 922	85 502
NIBD	(152 307)	166 838

Equity ratio	Q1 2021	FY 2020
Total equity	512 073	563 451
Total equity and liabilities	1 169 609	1 199 131
Equity ratio	44%	47 %

ARR	Q1 2021	FY 2020
Number of users (1 000)	259	249
Average price own software	255	254
ARR (1 000)	65 948	63 329

TECHSTEP ASA

Brynsalléen 4 0667 Oslo, Norway +47 915 233 37

AI assistant

Techstep ASA — Capital/Financing Update 2021

3770_rns_2021-07-14_4666591e-7a1e-4733-842b-b05731101419.pdf

PROSPECTUS

Techstep ASA

Listing of 25,901,433 new shares in Techstep ASA on Oslo Børs

IMPORTANT INFORMATION

1 SUMMARY

1.1 Introduction and warnings

1.1.1 Warnings

1.2 Key information on the Company

1.2.1 Who is the issuer of the securities?

Corporate information, principal activities and markets

Major shareholders

Executive management

Statutory auditor

1.2.2 What is the key financial information regarding the issuer?

Selected consolidated statement of comprehensive income

Selected consolidated statement of financial position

Selected consolidated statement of cash flow

1.3 Key information of the securities

1.3.1 What are the main features of the securities?

1.3.2 Where will the securities be traded?

1.3.3 What are the key risks that are specific to the securities?

1.4 Key information on the admission of securities to trading on a regulated market

Terms and Conditions for the Offer

Dilution

Proceeds and Estimated Expenses

1.4.2 Why is this Prospectus being produced?

Reasons for the Private Placement

Reasons for the Acquisition

Underwriting agreements

Material conflicts of interest in the Private Placement and the Acquisition

2 RISK FACTORS

2.1 Risks relating to the Group and the industry in which it operates

2.1.1 The Group's business platform is under continuous development and subject to competition

2.1.2 The Group may not be able to adapt to future development of technology

2.1.3 The Group depends on protecting its proprietary technology and intellectual property rights

2.1.4 The Group is exposed to risk relating to use of open source licensed software

2.1.5 The Group may not be able to provide successful and timely enhancements or keep pace with a significant step change in technological development

2.1.6 The Group is subject to intrinsic risks regarding the implementation of its strategies and strategic alliances

2.1.7 The Group may not be successful in expanding its operations

2.1.8 The Group is dependent on key personnel

2.1.9 The Group is subject to risks relating to its continued transformation from hardware to software

2.1.10 Failure to offer high-quality support may adversely affect the Group's relationships with its customers

2.1.11 The Group relies on information technology systems to conduct its business, and disruption, failure or security breaches of these systems could adversely affect its business and results of operations

2.1.12 The Group is exposed to risk relating to system failures, defects or errors

2.1.13 The Group relies on the availability of licenses to third-party software and other intellectual property

2.1.14 The Group may not be able to provide successful and timely enhancements or keep pace with a significant step change in technological development

2.1.15 The Group's insurance coverage may not protect it against all damages or business disruptions that may arise and the Group may not carry insurance coverage for all risks related to its business

2.1.16 The Group is subject to risks in relation to the integration of acquired businesses

2.1.17 The Group is exposed to the continuing effects of COVID-19 and the responses thereto

2.2 Legal and regulatory risk

2.2.1 Changes in tax laws of any jurisdiction in which the Group operates, or any failure to comply with applicable tax legislation may have a material adverse effect for the Group

2.2.2 The Group is exposed to changes in the legal environment in which it operates

2.2.3 The Group is exposed to risk relating to data protection and data privacy regulations, licenses etc.

2.3 Risks related to the Acquisition

2.3.1 The Group may not realize the synergy potential and expected benefits associated with the Acquisition

2.3.2 The Group may encounter significant difficulties in integrating the two businesses

2.3.3 The Transaction Agreement and its regulation of breaches of representations and warranties may not cover all the intrinsic acquisition risks

2.3.4 The Company and Famoc will be subject to business uncertainties that could affect the companies' combined business

2.4 Risks relating to the Group's financing

2.4.1 The Group is exposed to different currencies

2.4.2 The Group has economic exposure against its customers and are subject to credit risks

2.5 Risks related to the Shares

2.5.1 The price of the Shares may fluctuate significantly, which could cause investors to lose a significant part of their investment

2.5.2 Future sales, or the possibility for future sales, including by existing shareholders, of substantial number of shares may affect the shares' market price

2.5.3 Future issuances of Shares or other securities may dilute the holdings of shareholders and could materially affect the price of the Shares

3 RESPONSIBILITY FOR THE PROSPECTUS

4 GENERAL INFORMATION

4.1 The approval of this Prospectus by the Norwegian Financial Supervisory Authority

4.2 Simplified prospectus in accordance with Article 14 of the Prospectus Regulation

4.3 Other important investor information

4.4 Presentation of financial and other information

4.4.1 Financial information

4.4.2 Industry and market data

4.4.3 Other information

4.4.4 Rounding

4.4.5 Cautionary note regarding forward-looking statements

5 INFORMATION CONCERNING THE SECURITIES ADMITTED TO TRADING

Techstep ASA Capital/Financing Update 2021