Techstep ASA — Investor Presentation 2017

Feb 2, 2017

"We make the work life mobile"

Investor presentation February 2017

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.

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Introduction

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Techstep business case News of the day

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

• Agreement to acquire Mytos AS a software as a service (SaaS) company with growth potential
• Agreement in principle to acquire Apro Tele og Data AS – a telecom mobility hardware specialist with a strong market position in the public sector
• Fully underwritten private placement of NOK 100 million, priced at NOK 5.70/share – to support the acquisitions and further growth

Techstep is a B2B solutions and services provider offering mobile hardware & subscriptions and solutions

• B2B solution and services provider
• Hardware & subscriptions and solutions
• Telenor's largest distribution partner (60% of total Telenor volume)
• Presence in Norway and Sweden
• Customer base of ~3,600 companies with ~220,000 end users2)
• Revenues of ~MNOK 612 in 20162)
• Significantly strengthens offering through acquisition of:
• Mytos AS
• Apro Tele Data AS (agreement in principle)

About Techstep Simplified (future) company structure

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

Techstep strengthens its position through acquisitions and MNOK 100 fully underwritten equity issue

• Agreement to acquire Mytos AS for an aggregated purchase price of MNOK 120. MNOK 50 to be settled in cash, MNOK 70 to be settled in shares.
• Agreement in principle to acquire Apro Tele og Data AS for an aggregate purchase price of MNOK 15.5 (plus an earnout). MNOK 7.5 to be settled in cash and seller credit, and MNOK 8 in shares.
• In connection with these transactions and to finance further acquisitions, the company intends to complete a private placement of MNOK 100 at NOK 5.70 per share, fully underwritten by Datum AS, Middelborg Invest AS, Cipriano AS and other institutional and private investors
• Following the transactions as mentioned above, Techstep expects to issue a prospectus by late March/April
• The company will also acquire the remaining 21.84% of Teki Solutions AS, as well as the remaining 50% share of Nordialog Asker AS

Transactions Pro forma share count

Net cash 31 December 2016 (MNOK)

T E C H S T E P ⁶ As per 31 Dec 2016, there will be a provision of MNOK 9.2 (maximum exposure) related to tax claim in Netconnect AS from 2013 and 2014. The claim is partly guaranteed for by Teki Gruppen.

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

Hardware and subscriptions Solutions

Design & integration Solution design Advisory services Implementation Project management Communication Training Effectiveness tracking Operations & support Operation Device & app mgmt. Support Customer center

• Security & mobility |applications
• AAA*

• Call center solutions

• Video communication

• Office 365 and hosted Lync
• Servers & networks

Hardware provides the entry point for selling high margin solutions

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

Business introduction Key financials (MNOK)

• 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
• Active end user base of ~122 000 and 600 customers per year end 2016

TEM modules

Current		Together with Techstep
Expense manage ment	User policy	MaaS Framework	Big Data
Internal cost allocation	Tax reports	One click upsale	Asset mgmt

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 (MNOK)

Product and customer mix

Run rate ambitions out of 2017

Revenues (MNOK)

EBITDA (MNOK)

Margin drivers

Sales growth predominantly expected from solutions segment, which has considerable margins compared to HW

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 ¹² 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	娇	138614
Accommodation and food service activities	咏	86 117
nformation and communication	ç	88 199
Financial and insurance activities	Ç	46839
Real estate, professional, scientific and technical activities	ı٨	161247
Administrative and support service activities	모	120678
Public adm., defense, soc. security	ç	163 153
Education	ıПı	209 533
Human health and social work activities	咏	532 683
Other service activities	ın	99 002
Jnspecified	ıAı	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 neccessary to make work life mobile, realizing digitization in companies

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

Strong growth expected for enterprise mobility services

T E C H S T E P ¹⁷ Source: Technavio (2015) Global Enterprise Mobility Services Market 2014-2019 ; Gartner (2016) Forecast: Enterprise IT Spending by Vertical Industry Market, Worldwide, 2013-2019 Estimations: (Global EMS market size) x (Norwegian share of global market based on Gartner (2016) NOK/USD = 7.5. Managed mobility services includes: MDM services, hosted unified communications. Consulting and integration mobility services: Services related to adopting a new infrastructure or integrating with the existing model, to improve mobility in the workforce such as email and voicemail

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

Techstep's offering is well positioned in the market

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

All focused units shall serve as channels for the product house

Summary

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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

Management team and board of directors

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

Management Board of directors

Mr. Greve has served on the Board in Techstep since November 2016. Mr. Greve works as a strategic advisor at Cipriano AS. Mr. Greve 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

Stein Erik Moe

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)

Kristin Hellebust Board member

Camilla Magnus Board member

Svein Ove Brekke Board member

Shareholder overview Techstep

Investor	% share1)
1 ZONO HOLDING AS	61.19%	Datum AS, Middelborg, Invest AS, Cipriano AS,
2 SKARESTRAND INVEST AS	7.33%	Antares Group AS and
3 JYSK INVEST AS	7.33%	additional 13 investors
4 TINDE INDUSTRIER AS	7.33%
5 DOVRAN INVEST AS	7.33%
6 INTELCO CONCEPT AS	1.46%
7 VINTERSTUA AS	1.08%
8 MP PENSJON PK	0.48%
9 PETROLEUM INVEST	0.47%
10 STRØMLAND SIVERT NØTSUND	0.39%
11 SO INVEST AS	0.31%
12 FRES AS	0.26%
13 TVENGE TORSTEIN INGVALD	0.24%
14 SJAP AS	0.21%
15 NORDNET LIVSFORSIKRING AS	0.19%
OTHERS	0.15%
OUTSTANDING SHARES	102,473,663
TREASURY SHARES	1,914
TOTAL SHARES	102,475,577