Techstep ASA — Capital/Financing Update 2021

May 20, 2021

TECHSTEP ASA - Fully underwritten private placement of NOK 100 million

TECHSTEP ASA - Fully underwritten private placement of NOK 100 million

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.

Techstep ASA ("Techstep" or the "Company") announces a fully underwritten

private placement of new shares (the "Placement Shares") in the Company raising

gross proceeds of NOK 100 million (the "Private Placement").

Reference is made to the stock exchange announcement made by the Company on 10

May 2021 regarding the Company's acquisition of the entire issued share capital

of Famoc S.A and affiliates (collectively "Famoc"). The net proceeds from the

Private Placement will be used to finance the cash consideration for the

contemplated acquisition of Famoc (the "Acquisition"), and for general corporate

purposes.

Techstep has retained Arctic Securities AS and SpareBank 1 Markets AS as joint

bookrunners in connection with the Private Placement (jointly the "Managers").

The Private Placement is fully underwritten by Middelborg Invest AS, Datum AS

and Karbon Invest (the "Underwriters"). The Underwriters will receive an

aggregate underwriting commission of NOK 1 million. The offer price per

Placement Share and the final number of Placement Shares to be issued will be

determined through an accelerated book-building process.

The book-building period will commence immediately, today 20 May 2021 at 16:30

hours CEST and is expected to close on 21 May 2021 at 08:00 CEST with settlement

expected to occur on or around 26 May 2021. The Company may, however, at any

time shorten or extend the book-building period at its discretion and on short

or without notice. If the book-building period is shortened or extended, the

other dates in this message may be changed accordingly. The Company reserves the

right to cancel the Private Placement at any time and for any reason without

giving prior notice or reasoning.

The Private Placement will consist of a private placement to professional and

non-professional investors, subject to applicable exemptions from relevant

registration, filing and prospectus requirements. The minimum application and

allocation of shares per investor in the Private Placement will be a NOK amount

equivalent to EUR 100,000, provided that the Company may, at its sole

discretion, allocate an amount below EUR 100,000 to the extent applicable

exemptions from the prospectus requirement pursuant to applicable regulations,

including the Regulation (EU) 2017/1129 and ancillary regulations, are

available.

The completion of the Private Placement is subject to approval by the Company's

board of directors pursuant to an authorisation to increase the share capital

granted by the Company's annual general meeting on 22 April 2021, including

allocation and issuance of the Placement Shares following receipt of payment

hereof (the "Conditions").

Delivery of the Placement Shares in the Private Placement will, in order to

facilitate delivery-versus-payment, be made by delivery of existing and

unencumbered shares in Techstep already admitted to trading on Oslo Stock

Exchange, pursuant to a share lending agreement to be entered into between the

Company, the Managers and Datum AS. The shares delivered to the subscribers will

thus be tradable upon allocation. The share loan will be settled with Placement

Shares issued in connection with the Private Placement following satisfaction of

the Conditions for the Private Placement. The Placement Shares to be delivered

to the lender under pursuant to the share lending agreement will be delivered on

a separate and non-tradable ISIN, pending approval of a prospectus by the

Norwegian Financial Supervisory Authority.

The Private Placement will be carried out as a private placement and the pre

-emptive rights of the Company's existing shareholders will thus be deviated

from. The board of considers has considered that the Private Placement is in the

common interest of the Company and its shareholders as (i) it is required in

order to consummate the Acquisition, (ii) it was considered as the most

expedient financing option for raising equity quickly and effectively and (iii)

it is expected that the Private Placement will strengthen the Company's

shareholder base and give the Company access to several and new professional

investors which both the Company and its existing shareholders will benefit

from.

The Board of Directors will consider whether to launch a subsequent repair

offering to the Company's existing shareholders based on circumstances upon

completion of the Private Placement, in particular in relation to the pricing of

the Private Placement and the outcome of the allocation of the Placement Shares.

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.

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 at

16:30 CEST.

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. Any offering of the

securities referred to in this announcement will be made by means of a set of

subscription materials provided to potential investors. Investors should not

subscribe for any securities referred to in this announcement except on the

basis of information contained in the aforementioned subscription material.

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.

Neither the Managers nor any of their affiliates makes any representation as to

the accuracy or completeness of this announcement and none of them accepts any

responsibility for the contents of this announcement or any matters referred to

herein.

This announcement is for information purposes only 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. Neither the

Managers nor any of its affiliates accepts any liability arising from the use of

this announcement.

In connection with the Private Placement, 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 Private Placement 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.