Techstep ASA — Capital/Financing Update 2021

May 20, 2021

Techstep ASA - Private placement of NOK 100 million successfully completed

Techstep ASA - Private placement of NOK 100 million successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,

JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH

RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. This announcement is not

a prospectus and does not constitute a public offer of any of the securities

described herein.

Reference is made to Techstep ASA's ("Techstep" or the "Company") stock exchange

announcement on 20 May 2021 regarding the launch of a fully underwritten private

placement of new shares (the "Private Placement" and as the case may be, the

"Placement Shares").

The application period in the Private Placement ended on 20 May at 18:30 CEST,

and the Private Placement was oversubscribed. Following the expiry of the

application period, the Company is pleased to announce that it has raised

approximately NOK 100 million through the Private Placement directed towards

Norwegian and international investors. The Private Placement was successfully

completed at an offer price of NOK 4.50 per share, which was determined through

an accelerated bookbuilding process.

The delivery of the Placement Shares to the investors will be settled with

existing and unencumbered shares in the Company that are already listed on Oslo

Børs, pursuant to a share lending agreement with shareholder Datum AS, the

managers in the Private Placement and the Company (the "Share Lending

Agreement"). The shares delivered to the subscribers will thus be tradable upon

allocation. Settlement will be made on or around 26 May 2021. The New Shares to

be issued to settle the Share Lending Agreement will be issued on a separate,

non-tradable ISIN, awaiting approval and publication of a listing prospectus.

Datum AS has been allocated 3,279,313 shares in the Private Placement. Datum AS

is owned by the deputy board member Jan Haudemann-Andersen. Following completion

of the Private Placement, Jan Haudemann-Andersen indirectly holds in aggregate

37,197,288 shares in Techstep, representing 18.1% of the shares and votes of the

Company. The shares are held through Datum AS (35,597,288 shares) and Datum

Vekst AS (1,600,000 shares).

Karbon Invest AS has been allocated 2,355,554 shares in the Private Placement.

Following completion of the Private Placement, Karbon Invest AS holds 21,804,349

shares in Techstep, representing 10,6% of the shares and votes of the Company.

Chairman Jens Rugseth is a majority shareholder in Karbon Invest AS.

Middelborg Invest AS has been allocated 2,960,243 shares in the Private

Placement. Following completion of the Private Placement, Middelborg Invest AS

holds 24,578,007 shares in Techstep, representing 11.9% of the shares and votes

of the Company. In addition, Middelborg Invest AS holds 9,000,000 shares through

a forward contract with settlement date 21 May 2021. The aggregate holding is

thus 33,578,007 shares in Techstep, representing 16.3% of the shares and votes

of the Company.

The net proceeds of the Private Placement will be used to finance the cash

consideration for the contemplated acquisition of Famoc S.A and affiliates, and

for general corporate purposes.

The Private Placement was carried out as a private placement in order to

complete a transaction in an efficient manner and without the significant

discount typically seen in rights issues, and for the purpose of securing the

financing of the acquisition of Famoc S.A and affiliates. As the subscription

price represents a limited discount compared to the trading price of the

Company's shares on 20 May 2021, a substantial number of the Placement Shares

were allocated to external investors, and based on an assessment of the current

equity markets, the Company's Board of Directors has considered the Private

Placement to be in the common interest of the Company and its shareholders. As a

consequence of the private placement structure, the shareholders' preferential

rights were deviated from and the Board of Directors has decided to not carry

out a subsequent offering.

For further information, please contact:

Further information from:

Jens Haviken, CEO, Techstep ASA: +47 930 90 070

Marius Drefvelin, CFO, Techstep ASA: +47 958 95 690

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 500+ enterprise customers across various

industries in the private and public sectors. The Company is listed on the Oslo

Stock Exchange. For more information, please visit www.techstepasa.no.

IMPORTANT NOTICE:

This announcement is not a prospectus and does not form a part of any public

offer to sell, or a solicitation of a public offer to purchase, any securities

of the Company. Copies of this announcement are not being made and may not be

distributed or sent into any jurisdiction in which such distribution would be

unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering in the United

States or to conduct a public offering of securities in the United States. Any

sale in the United States of the securities mentioned in this announcement will

be made solely to "qualified institutional buyers" as defined in Rule 144A under

the Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation (EU) 2017/1129 as amended (together with any

applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believe that these assumptions were reasonable

when made, these assumptions are inherently subject to significant known and

unknown risks, uncertainties, contingencies and other important factors which

are difficult or impossible to predict, and are beyond their control. Actual

events may differ significantly from any anticipated development due to a number

of factors, including without limitation, changes in public sector investment

levels, changes in the general economic, political and market conditions in the

markets in which the Company operates, the Company's ability to attract, retain

and motivate qualified personnel, changes in the Company's ability to engage in

commercially acceptable acquisitions and strategic investments, and changes in

laws and regulation and the potential impact of legal proceedings and actions.

Such risks, uncertainties, contingencies and other important factors could cause

actual events to differ materially from the expectations expressed or implied in

this release by such forward-looking statements. The Company does not make any

guarantee that the assumptions underlying the forward-looking statements in this

announcement are free from errors nor does it accept any responsibility for the

future accuracy of the opinions expressed in this announcement or any obligation

to update or revise the statements in this announcement to reflect subsequent

events. You should not place undue reliance on the forward-looking statements in

this announcement.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company..

In connection with the Offering, the Managers and any of their affiliates,

acting as investors for their own accounts, may subscribe for or purchase shares

and in that capacity may retain, purchase, sell, offer to sell or otherwise deal

for their own accounts in such shares and other securities of the Company or

related investments in connection with the Offering or otherwise. Accordingly,

references in any subscription materials to the shares being issued, offered,

subscribed, acquired, placed or otherwise dealt in should be read as including

any issue or offer to, or subscription, acquisition, placing or dealing by, such

Manager and any of their affiliates acting as investors for their own accounts.

The Managers do not intend to disclose the extent of any such investment or

transactions otherwise than in accordance with any legal or regulatory

obligations to do so.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation.

This stock exchange release was published by Marius Drefvelin, CFO, on 20 May

2021 at 22:05.