Techstep ASA — Investor Presentation 2021

May 10, 2021

Making work mobile Investor Presentation May 2021

Honorable mention

Magic quadrant for Managed Mobility Services, Global

Disclaimer and other information

The information in this presentation (the "Presentation") has been prepared by Techstep ASA (the "Company" or "Techstep", and together with its consolidated subsidiaries, the "Group") with the assistance of Arctic Securities AS and Sparebank1 Markets AS (the "Managers") in connection with a potential acquisition of Famoc (as described herein) and a potential private placement in the Company.

The receipt of this Presentation is personal and the Presentation and the information set out herein may not be shared with any other party than the intended recipient.

This Presentation has not been reviewed or approved by any regulatory authority or stock exchange. This Presentation is not a prospectus, disclosure document or offering document and does not purport to be complete.

The Presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof and may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Techstep's current expectations and assumptions as to future events and circumstances that may not prove accurate. The forward-looking statements contained in this Presentation (including assumptions, opinions and views of Techstep or opinions cited from third party sources) are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. Neither Techstep, the Managers nor any such entities' board members, officers or employees provide any assurance that the assumptions underlying such forward-looking statements are free from errors, nor do 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 described herein. Neither Techstep, nor the Managers assume any obligation, except as required by law, to update or correct any information included in this Presentation. Please see the chapter on risk factors for a further description of the potential risks.

Techstep, the Managers and any such entities' board members, officers or employees disclaim liability to the fullest extent permissible from the use of this Presentation, including as a result of errors, omissions or misstatements contained herein.

This Presentation is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan, except in accordance with applicable exemptions from applicable securities legislation, or any other jurisdiction in which the distribution or release would be unlawful.

Persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. Neither the Company, nor the Managers shall have any responsibility or liability for any such violations. This Presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful.

The contents of this Presentation shall not be construed as legal, business or tax advice. Each reader of this Presentation should consult its own legal, business or tax advisor as to legal, business or tax advice. If you are in doubt about the contents of this Presentation, you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser.

This Presentation shall be governed by Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court as legal venue.

All-in-one Managed Mobility Services provider for enterprises

Techstep helps users and enterprises reduce IT complexity and costs through providing ready-to-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.

We help enterprises harvest the benefits of mobile technology

Advisory Services In-house

We provide platforms for mobility solutions

Platform Management Third-party SW providers

We manage devices through the lifecycle

Asset Management In-house

Techstep at a glance

In the sweet spot to ride the Nordic mobile megatrend

As customers mature, the market grows

6

Value creation

Significant improvement in earnings quality through business transformation

Announcing the acquisition of Famoc to fuel Techstep's growth

Introducing Famoc

• Founded in 2006 with offices in Gdansk and Warsaw (Poland)

• Famoc delivers industry-leading software solutions for mobility management to enterprises

• Reseller model

• NOK 26.1m ARR (85% of total sales) • 19% recurring revenue CAGR • 85% gross margin • 23% EBITDA margin

Deal terms – selected items

• EV/ARR acquisition multiple of 3.96x
• Total acquisition price of PLN 50m (NOK 109.9m) on an equity basis*
  • NOK 79.1m payable in cash at closing*
  • NOK 19.1m payable in Techstep shares
  • NOK 11.7m in seller's credit
• Transaction agreed and signed

Notes: * Subject to further adjustments; closing is subject to customary conditions. PLN 1.00 = NOK 2.20 /// Famoc financials per February 2021 Revenue CAGR from 2019A to 1H2021

Famoc completes Techstep's transition towards own IP and software

The possible missing piece of the puzzle, both for Techstep and Famoc

Famoc completes Techstep

• Provides customers with a complete, automated and fully integrated MMS platform
• Gives users control, security, compliance and lifecycle management
• All within one dashboard all at a lower cost

Techstep completes Famoc

• Techstep's structural capabilities and know-how to accelerate Famoc's channel sales
• Inclusion of Techstep's own IP and software into Famoc's current offering will add significant customer value, and thus quicken Famoc's growth

The combined force of the two companies set to embrace MMS opportunities in a vastly expanded market – with a strong competitive advantage

Famoc may have material impact on Techstep's financial performance

Value creation

Increasing Techstep's tilt towards software

Notes: PLN 1.00 = NOK 2.20 All numbers LTM / Combined numbers are illustrative of Famoc's and Techstep's joint results Famoc numbers per February 2021; Techstep numbers per 1q2021

The acquisition could significantly improve several of Techstep's key financial metrics

Key comments

%

• Famoc may increase Techstep's ARR by approximately 40%
• Software share of gross profit will increase from 12% to 17%
• Significant increase in segment gross profit by moving to in-house Platform Management
  • GP per device impact of up to NOK 300
• Famoc (including partner network) has a current reach of 850,000 devices, representing a significant cross-selling opportunity for Techstep
• More competitive offering towards customers to accelerate growth

+

Financing the acquisition – Techstep has the full support of largest shareholders

Acquisition of Famoc intended to be financed through an equity private placement and a NOK 34m credit facility increase through DNB

Expected private placement of approximately NOK 100m, with an additional NOK ~19m to be allocated to former Famoc owners as part of acquisition settlement (subject to lock-up restrictions). NOK ~12m of the acquisition to be financed by way of seller's credit

Equity raise expected to be completed in the nearer term

The private placement will be fully underwritten in equal thirds by Techstep's largest shareholders: Datum AS, Middelborg Invest AS and Karbon Invest AS

All-in-one Managed Mobility Services provider for enterprises

We help enterprises harvest the benefits of mobile technology

Advisory Services In-house

We provide platforms for mobility solutions

Platform Management Third-party SW providers In-house

We manage devices through the lifecycle

Asset Management In-house

Financial information and risk factors

Honorable mention

Magic quadrant for Managed Mobility Services, Global

P&L statement

(amounts in NOK 1 000)	Q1 2021	Q1 2020	FY 2020
Revenue	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)
Share of profit (loss) in joint ventures	-	-	-
Depreciation	(26 066)	(12 021)	(87 332)
Amortisation	(10 790)	(5 039)	(27 892)
Impairment	-	-	-
Other income	-	-	17 843
Other expenses	(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)

Balance sheet

ASSETS	Q1 2021	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	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	62 796	27 203
Total current assets	257 033	292 039
Total assets	1 169 609	1 199 131

Q1 2021	2 020
183 295	183 295
327 776	379 272
511 071	562 568
1 002	884
512 073	563 451
29 769	27 659
97 181	108 539
42 029	54 488
168 979	190 686
117 922	85 502
109 625	154 442
(241)	(750)
39 105	39 756
222 145	166 044
488 557	444 994
657 536	635 680
1 169 609	1 199 131

Cash flow statement

(amounts in NOK 1 000)	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	21 918	9 123	72 590
Depreciation right -of -use assets	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	-	-	(8 000)
Gain from sale of property plant and equipment reclassified to investment activities	40	-	(4 795)
Impairment	-	-	-
Remeasurement of contingent liability	-	-	4 859
Remeasurement of equity interest	-	-	-
Net exchange differences	0	11 287	923
Taxes paid	(329)	(1 037)	(5 514)
Changes in net operating working capital core	18 168	(23 405)	(30 107)
Changes in other net operation working capital	62 473	795	13 528
Net cash flow from operational activities	93 697	(1 274)	71 120
Payment for acquistion of subsidiaries net of cash acquired	(811)	-	(61 414)
Payment for equipment and other fixed assets	(74 224)	(18 492)	(108 650)
Payment for intangible assets	(6 760)	(4 842)	(21 386)
Repayment of invested capital	-	-	-
Proceeds from dividends received	-	-	-
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 borrowings	-	-	66 665
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	(11 671)	(3 247)	36 520
Net change in cash and cash equivalents	7 555	(27 855)	(62 721)
Cash and cash equivalents at beginning of period	(15 896)	44 588	44 588
Effects of exchange rate changes on cash and cash equivalents	(3 048)	3 264	2 236
Cash and cash equivalents at end of period	(11 390)	19 996	(15 896)
20 Refer to quarterly report for complete overview

Risk factors (1/7)

Risks relating to the Group and its industry

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.

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.

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.

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.

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.
• 21

Risk factors (2/7)

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.

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.

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.

If the Group's operations continue to expand, the Group may need to increase the number of employees and enhance the scope of operational and financial systems to handle the increased complexity and a potential expansion of the Group's operations. The Company cannot give any assurance that it or the Group companies will be able to attract and retain qualified management and employees for this purpose or that the Group's.

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.

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 deviceto 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.

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.

Risk factors (3/7)

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.

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.

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.

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.

Risk factors (4/7)

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.

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.

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.

Legal and regulatory risk

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.

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.

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.

Risk factors (5/7)

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.

Risks relating to the Acquisition

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(the "Acquisition") of Famoc.S.A (Poland), Famoc Software Ltd. (Ireland) and Santa Rita Private Ventures s.p (Poland) (collectively "Famoc") in this Presentation 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.

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.

The share purchase 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 share purchase 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.

The Group does not control Famoc and will not control Famoc until the consummation of the Acquisiton

The Group does not control Famoc and the such control will not be obtained until the consummation of the Acquisition. The Group can therefore not assure prospective investors that Famoc will be operated equivalently as it would have been under the Group's control. If Famoc changes its operations prior to the consummation of the Acquisition in a way that impacts its financial condition, this could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

Risk factors (6/7)

The Acquisition may not be completed on the agreed terms and conditions and/or current time schedule or at all

The consummation of the Acquisition is subject to the satisfaction of customary conditions (excluding regulatory approvals). No assurance can be made that all of the conditions to the completion of the Acquisition will be satisfied or, if relevant, validly waived in an appropriate manner or at all, including, but not limited to, as a result of potential delays or disruptions that can be tied to the COVID-19 pandemic, in which case closing of the Acquisition may be delayed or not occur and the synergy potential expected to arise from the Transaction may not materialize.

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.

Risks relating to the Group's financing

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.

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.

The Group is dependent upon having access to long-term funding and other debt financing arrangements and is thus subject to liquidity risk

The Group is dependent upon having access to long-term funding and other loans and debt facilities to the extent its own cash flow from operations is insufficient to fund its operations and capital expenditures. In turn, the Group must secure and maintain sufficient equity capital to support such borrowing facilities.

There can be no assurance that the Group do not experience net cash flow shortfalls exceeding the Group's available funding sources nor can there be any assurance that the Company or the Group will be able to raise new equity, or arrange new borrowing facilities, on satisfactory terms and in amounts necessary to conduct its ongoing and future operations, should this be required. Any additional equity financing may be dilutive to existing shareholders.

Risk factors (7/7)

Risks relating to the Company's shares

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's shares 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 to be issued as partly contribution for Famoc 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.

Interests of the Company's large shareholders may differ from the interests of other shareholders

The Company may experience conflict of interest in its relationship with its larger shareholders , and because these shareholders own large stakes in the Company the resolution of such conflicts may not be on favourable terms for the Company or its shareholders.

The interests of the Company's shareholders may moreover materially differ from the interests of the Company's larger shareholders. The Company's larger shareholders and their respective affiliates may for instance have an interest in pursuant acquisitions, financing or similar transactions that could enhance the value of their shareholdings, even though such transactions might involve risks and may not be on favourable terms for the Company or its other shareholders.

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.

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.