Techstep ASA — Investor Presentation 2017

Feb 28, 2017

Q4 2016 28 February 2017

" We make the work life mobile"

Agenda

Highlights and Summary

Strategic Rationale and Value Proposition

Financials

Business Case Summary

Introduction

Techstep is positioning itself as a leading digital workplace provider in the Nordics – making the work life mobile

Techstep is positioning itself as a leading digital workplace provider

Delivered in H2 2016 and YTD 2017 Simplified (future) company structure

• Established Techstep ASA
• Acquired Teki Solutions, including Nordialog and SmartWorks
• Established SmartWorks in Sweden
• Clear strategy for Techstep and subsidiaries
• Restructuring of organization and built focus on sales, delivery and innovation
• Acquisition of Mytos
• Agreements on Apro
• Raised NOK 100 million to finance acquisitions and growth
• Agreement on Techstep Finance

Strategic Rationale and Value Proposition

© Nordialog 2016

Mobility is a faster, less risky way to digitization of the business

Users bring their digital personal lives to work

...and expect their workplace to give the same flexibility and ease of use and allow them to do their work anywhere

---This is the era of digitization of the business

T E C H S T E P ⁷ Source: IDC

Although majority of workforce is mobile in nature, mobility solutions mostly present in 'stationary' jobs

= high mobility = some mobility = little mobility

Industry sector	Mobility	$#$ people
Agriculture, forestry and fishing		58753
Mining and quarrying	娇娇	59 994
Manufacture	咏	215521
Electricity, water supply, sewerage, waste management	娇	29 639
Construction	吹乐	207 492
Wholesale and retail trade		349 128
Transportation and storage	咏	138614
Accommodation and food service activities	盛	86 117
Information and communication	ç	88 199
Financial and insurance activities	무	46839
Real estate, professional, scientific and technical activities	ıПı	161247
Administrative and support service activities	딫	120 678
Public adm., defense, soc. security	ç	163 153
Education	ıОı	209 533
Human health and social work activities	娇	532 683
Other service activities	ıП	99 002
Unspecified	ıПı	21112

Consumers accustomed to advanced mobile solutions; businesses to follow suit

Consumer solutions Business solutions

'Work is the place I go to use old technology'

Techstep will bring to market all the offerings necessary to make work life mobile, realizing digitization in companies

Techstep offer a combination of mobile and IT hardware and solutions to create the next generation communication provider

Easy to buy. Complete digital workplace delivered as a monthly subscription.

MaaS* is delivered based on 3 different service levels - each level contains a set of functionalities in combination with a predefined set of units

Example of solution delivered to SAS: Digitization of the value chain

Physical instruction manuals of ~42-60 kg

Perform calculations on iPad (e.g. fuel optimization just before take off)

Plan and improve efficiency before, during and after a flight

Improve customer experience / service awareness related to the Eurobonus program

Background Solution delivered by Techstep

Techstep's offering is well positioned in the market

Techstep has the capabilities needed to capture a unique market position in the Nordics

Techstep has a strong market position with 3,600 customers with around 220,000 end users – both large enterprises and SMBs

Techstep Solutions HUB

Techstep creates value by attracting/acquiring solution providers, bundling products and services, and sell solutions through own sales channels

• House of Products consist of all products and solutions available at Techstep
• Techstep will strive to make it as attractive as possible for vendors to become partners, or potentially acquired

• Value added for vendors is access to Techstep's customers and sales & distribution channels

• The Solutions HUB supports KAMs with pre-defined bundles, expertise and solution architecture

• The HUB will consist of mobility experts, 1st line support and business development managers etc.

• Highly scalable, and decrease time to market

• Sales channels have relationships with the customers and offers solutions based on their customers' needs

• Growth by increasing penetration rate with current customers, or acquire other with existing users
• Making mobility and digitization easy for the customer to buy

Customer segments, solutions offerings and Nordic presence

Financials

© Nordialog 2016

Established hardware and subscriptions business provide the basis for a growing Solutions business

Hardware and subscriptions Solutions

Consolidated income statement

• Revenue 2016 of NOK 574 million vs. NOK 630 million in 2015
• Hardware down from NOK 582 million in 2015 to NOK 504 million in 2016, mainly due to increased replacement time. Focus on as-a-service concepts expected to decrease replacement time again.
• Solutions significantly up from NOK 48 million to NOK 70 million
• Adjusted figures does not include one-offs and transactions cost
• EBITDA 2016 of NOK 13.1 million
• EBITDA 2016 adjusted for completed cost cuts NOK ~24 million
• EBITA (both adjusted and actual reported) include depreciation of NOK 0.9 million
• EBIT (both adjusted and actual reported) includes remaining amortization of booked value of customer relations from acquisitions made in 2012-2015. Remaining amortization to be completed with NOK 14 million in 2017 and NOK 4 million in 2018
• EBT include NOK 21 million in a technical loss, no cash effect, related to the accounting treatment of the Teki Solutions transaction (reverse take-over)

Key figures, adjusted
(NOK million)	Q4 2016	Q4 2015	2016	2015
Revenue	162.3	188.1	573.5	630.3
Adjusted EBITDA 1)	2.4	0.8	13.1	24.4
Adjusted EBITA 1)	2.1	-	12.2	23.1
Adjusted EBIT 1)	(1.4)	(5.7)	(6.8)	0.4
Employees	122	124	122	124

1) Includes adjustments for transaction costs and one-offs of NOK 3.7 million in Q4, totalling NOK 17.5 million for the full year 2016.

Key figures, actual
(NOK million)	Q4 2016	Q4 2015	2016	2015
Revenue	162.3	188.1	573.5	630.3
EBITDA	(1.3)	0.8	(4.4)	24.4
EBITA	(1.6)	-	(5.3)	23.1
EBIT	(5.2)	(5.7)	(24.3)	0.4
EBT	(27.3)	(7.4)	(50.7)	(9.8)
Net profit/loss	(27.1)	(6.2)	(44.7)	(8.1)

Reported figures include the subsidiaries Nordialog and SmartWorks. All figures have been restated in accordance with IFRS from 2012 and onwards.

Financial position

• Intangible assets consist of
• Goodwill of NOK 253.3 million
• Booked value of customer relations in Teki Solutions of NOK 18.1 million
• Year-end cash position of NOK 81.7 million
• Equity ratio of 51.4%
• Current equity of NOK 260 million to increase with NOK ~100 million due to the completed private placement and NOK ~70 million due to the Mytos acquisition being partly settled in shares.

(NOK million)	31.12.2016
Intangible non-current assets	272.4
Other non-current assets	45.0
Other current assets	109.4
Cash and cash equivalents	81.7
Total Assets	508.4
Total equity	260.3
Long term interest-bearing debt	12.7
Deferred tax	0.0
Short-term interest bearing debt	113.7
Total other current liabilities	121.7
Total Equity and Liabilities	508.4

Strengthened financial flexibility by private placement of NOK 100 million

• Completed private placement of NOK 100 million at NOK 5.70 per share
• To finance acquisitions and further growth
• Fully underwritten by Datum AS, Middelborg Invest AS, Cipriano AS and other institutional and private investors
• Substantially oversubscribed

Cash usage and position Net cash December 31, 2016 (NOK million)

*Comprises of long term loan of NOK 13 million, short term loan of NOK 19 million and bank overdraft facility of NOK 33 million

T E C H S T E P ²² As per Dec 31, 2016, there is a provision of NOK 9.2 million (maximum exposure) related to tax claim in Netconnect AS from 2013 and 2014. The claim is partly guaranteed for by Teki Gruppen.

Firm growth strategy

2016 Revenues (NOK million)

2016 EBITDA (NOK million)

Sales growth ambition

• Solutions segment expected to be main growth driver
• Hardware sales decline expected to continue, but MaaS and other initiatives should start to have positive effect in second half of 2017
• Run rate out of 2017 ambitions: Double digit growth versus 2016 revenues

Margin expansion ambition

• Solutions segment has higher margins than hardware sales
• Increased solutions sales versus hardware sales expected to expand margins
• Run rate out of 2017 ambitions: EBITDA adjusted margin of approx. 8-10%

Business Case Summary

© Nordialog 2016

Techstep has identified and grouped 5 areas of opportunities and outlined objectives for each area

Objectives and goals

Expansion	 Gain traction in the Swedish market by expanding customer base and FTEs  Attract large Nordic enterprise customers
Customers/ Users	 Increase the user base – 20% increase of the number of users (from 220 000 users)
Innovation/ Product	 Rise the average revenue per user (ARPU) through solution sales  Introduce new products in the house of products
Operations	 Industrialize the value chain, transform sales force, achieve efficient customer interaction  Establish Solutions Hub
Governance	 Improve operational execution

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TECHSTEP
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Potential for up-selling within Techstep's current customer base – user penetration rate is 27% and MDM user install-base is only 5%

Summary

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2

3

4

Structurally attractive enterprise mobility market with strong growth and demand

Capabilities and customer base make Techstep the preferred provider of the digital workplace

Fragmented market with ample opportunities for consolidation

Ability to execute on strategy, financially strong long term investors

Appendix

Top 20 shareholders at February 27, 2017

NAME	SHAREHOLDING	% SHARE
ZONO HOLDING AS	62,706,966	49.6 %
MYTOS SYSTEMS AS	11,666,667	9.2 %
DATUM AS	10,850,000	8.6 %
SKARESTRAND INVEST AS	7,513,372	5.9 %
DOVRAN HOLDING AS	3,763,372	3.0 %
JYST INVEST AS	3,763,372	3.0 %
TINDE INDUSTRIER AS	3,763,372	3.0 %
ARCTIC FUNDS PLC	1,871,434	1.5 %
VERDIPAPIRFONDET DNB SMB	1,700,000	1.3 %
TVENGE, TORSTEIN	1,633,327	1.3 %
SPENCER TRADING INC	1,438,596	1.1 %
VINTERSTUA AS	1,250,000	1.0 %
INTELCO CONCEPT AS	1,101,706	0.9 %
TVENGE, ØYSTEIN	1,000,000	0.8 %
SOLAN CAPITAL AS	880,000	0.7 %
VATNE EQUITY AS	820,000	0.6 %
CIPI LAMP UCITS SWEDBANK SMB	700,000	0.6 %
DUKAT AS	525,000	0.4 %
GLEFF AS	505,000	0.4 %
PETROLEUM INVEST	485,704	0.4 %
Total 20 largest shareholders	117,937,888	92.80%
Other shareholders	8,485,058	7.20%
Total number of shares	126,422,946	100%

Appendix

Management team

Gaute Engbakk – CEO

Mr. Engbakk is an experienced change leader from working many years in Accenture with large international companies. He joined Techstep in November 2016. In Accenture, he worked in a variety of markets and industries and built up a division within analytics and information management. Mr. Engbakk led Creuna AS, a significant Nordic player within digital solutions, branding and advertising during 2010-2014, and during 2014-2016 he was the CEO of Gambit Hill & Knowlton Strategies.

Marius Drefvelin – CFO

Mr. Drefvelin joined Techstep in January 2017 and was previously the Group CFO of Creuna, a leading Nordic technology and communications consultancy firm with 350 employees. He has been with Creuna since 2012. During 2010-2012, he was a financial advisor at Deloitte, working with mergers, acquisitions and IPOs. Before this, he worked at Jebsen Asset Management from 2007-2009. During 2001-2007, Mr. Drefvelin worked at KPMG, also working with transactions.

Mads Vårdal – Chief Innovation Officer

Mr. Vårdal has been with companies within the Techstep sphere for more than eleven years. He came from a central position in Teki Solutions AS and has been a leading figure for the development of Smartworks. He has previously had a leading position in Nordialog Skøyen AS and CEO in Buskerud Tele AS

Board of directors

Einar J. Greve – Chairman of the board

Mr. Greve has served on the Board in Techstep since November 2016. Mr. Greve works as a strategic advisor at Cipriano AS, and has previously worked as partner of Wikborg Rein & Co and as Partner of Arctic Securities ASA. Mr. Greve has held and holds various positions in listed and unlisted companies, including but not limited to Weifa ASA (chairman), Solon Eiendom ASA (Vice chairman), Vistin Pharma ASA (board member), Elliptic Labs AS (board member), Future Group (board member) and Hæhre and Isachsen Holding AS (board member). He holds a degree in law (cand.jur) from the University of Oslo

Kristian Lundkvist – Board member

Mr. Lundkvist has served on the Board of Techstep since November 2016. Mr. Lundkvist is the CEO and founder of Middelborg AS, a corporation with roots from the retail business in the telecom industry, which has grown into a diversified holding company including investments in real estate, equities, and shipping. Middelborg AS is a long term industrial owner who actively participates in the value creation of the companies in the portfolio, especially business development, optimization of capital structures and networking. His directorships are including but not limited to NRC Group ASA (board member), Middelborg AS (chairman), Folksom (board member) and Kjedehuset AS (board member)

Ingrid E. Leisner - Board member

Ms. Leisner has served on the Board in Techstep since January 2016. Ms. Leisner's directorships over the last five years include current board positions in Vistin Pharma ASA, Fortuna Mare AS, Spectrum ASA, Maritime and Merchant ASA. Ms. Leisner has a background as a trader of different oil and gas products in her 15 years in Statoil ASA. Her years of experience and skills within business strategy, M&A, management consulting and change management has been very valuable when serving on the board of several companies listed on Oslo Børs. She holds a Bachelor of Business degree with honors from the University of Texas in Austin.

Stein Erik Moe - Board member

Mr. Moe has served on the Board of Techstep since November 2016. Mr. Moe is the CEO and co-founder of Gture AS, a digital services company. Mr. Moe has over 27 years of experience with Accenture, and was a global lead in the Technology, Media and Communication division. He has led large scale projects and transformations, cross strategy, technology, organization and business processes. His directorships are including but not limited to Gture AS (Chairman), Gvalueinvest AS (Deputy Chairman) and Digitread AS (Board member). He holds a degree in Computer Science from the University of Strathclyde in Glasgow, and courses from BI Norwegian Business School.

Camilla Magnus - Board member

Ms. Magnus has served on the Board of Techstep since November 2016. Ms. Magnus is a partner in Advokatfirma Selmer DA and heads the firm's Corporate and Finance Department. Her area of expertise includes M&A, contract law and corporate law. Ms. Magnus graduated with a law degree from University of Oslo in 2011. She regularly holds lectures and seminars on transaction related legal subjects for Norwegian and foreign lawyers, business community and students.

Kristin Hellebust - Board member

Ms. Hellebust has served on the Board of Techstep since November 2016. Ms. Hellebust is the CEO of Nordisk Film Shortcut AS, a position she has held since 2010. Ms. Hellebust was CEO of Storm Studios AS from 2005 until 2015. Prior to this, she practiced as an attorney at Advokatfirmaet Selmer DA (2001-2005). Ms. Hellebust holds board positions in the listed companies Bionor Pharma ASA, NEL ASA and Saga Tankers ASA. She holds a law degree from University of Oslo.

Svein Ove Brekke - Board member

Mr. Brekke has served on the Board in Techstep since November 2016. Mr. Brekke is one of the founders of Teki Gruppen AS, co-founders of Telekiosken (consumer retail business), Smartworks AS & Nordialog Oslo AS, both part of the Techstep group. He has investment in real estate, insurance and other field of business. His directorships are including but not limited to Skarestrand AS (Chairman), Kjedehuset AS (Board member), Brewa AS (Chairman).

Acquisition of Mytos adds to the house of products and a solid foundation for recurring revenue

Big Data

• Mytos offers a full range of TEM modules, all with proprietary (unique) software and highly user friendly implementation and operation
• Monthly license fee per user builds recurring revenue. Revenue split with Telenor and Kjedehuset dealerships
• Service and support fees, and start up fee for establishing solution for new customers
• TEM modules ▪ Active end user base of ~122,000 and 600 customers per year end 2016

Expense User policy Current Together with Techstep MaaS

management

Tax reports Internal cost

T E C H S T E P ³³ Note: *) Adjusted for 2016 company restructuring

One click upsale

Framework

allocation Asset mgmt

Business introduction Key financials (NOK million)

Flow of payments

Apro transaction provides additional foothold in the public sector and increased mobility capabilities

• Company established in 1973. Delivers communication solutions with focus on mobile communications
• Hardware
• Sales of Telenor subscription/data (with Office 365)
• Consulting services for larges clients
• Customer support/ maintenance and repair "in-house"
• Franchiser within the Telering brand (Telia & Telenor as operators)
• Telering is one of Telenor and Telia's largest distribution channel
• ~400 people employed by the Telering brand. Telering is present all around Norway through ~115 centers/shops
• HQ in Sandefjord, ~20 employees
• Geographical focus in Buskerud, Telemark and Vestfold, and with 3 public customers representing more than ¾ of the revenue

Business introduction Key financials (NOK million)

Product and customer mix

Disclaimer

This presentation (the "Presentation") has been prepared by Techstep ASA ("Techstep" or the "Company" and together with its subsidiaries the "Techstep Group"). The Presentation has been prepared and is delivered for information purposes only. It has not been reviewed or registered with, or approved by, any public authority, stock exchange or regulated market place.

The contents of the Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice.

The Company makes no representation or warranty (whether express or implied) as to the correctness or completeness of the information contained herein, and neither the Company nor any of its subsidiaries, directors, employees or advisors assume any liability connected to the Presentation and/or the statements set out herein. This Presentation is not and does not purport to be complete in any way. By receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the Company, its financial position and prospects and that you will conduct your own analysis and be solely responsible for forming your own view of any refinancing and the potential future performance of the Company's business.

The information included in this Presentation may contain certain forward-looking statements relating to the business, financial performance and results of the Techstep Group and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely views and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any other company in the Techstep Group, or any of its advisors or any of their parent or subsidiary undertakings or any such person's affiliates, officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company and its advisors assume no obligation to update any forward-looking statements or to conform these forward-looking statements to the Techstep Group's actual results. Investors are advised, however, to inform themselves about any further public disclosures made by the Company, such as filings made with Oslo Børs or press releases.

This Presentation does not constitute any solicitation for any offer to purchase or subscribe any securities and is not an offer or invitation to sell or issue securities for sale in any jurisdiction, including the United States. Distribution of the Presentation in or into any jurisdiction where such distribution may be unlawful, is prohibited. The Company and its advisors require persons in possession of this Presentation to inform themselves about, and to observe, any such restrictions.

This Presentation speaks as of the date set out on the front page, and there may have been changes in matters which affect the Techstep Group subsequent to the date of this Presentation. Neither the issue nor delivery of this Presentation shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the Techstep Group have not since changed, and the Company does not intend, and does not assume any obligation, to update or correct any information included in this Presentation.

This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo City Court as exclusive venue.

By receiving this Presentation, you accept to be bound by the terms above.