Investor presentation

September 2022

Important information and disclaimer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

By accessing or receiving this company presentation (the "Presentation"), or attending any meeting or oral presentation held in relation thereto, you (the "Recipient") agree to be bound by the following terms, conditions and limitations.

The information in this Presentation has been prepared by Techstep ASA ("Techstep" or the "Company") with assistance from Arctic Securities AS and Sparebank 1 Markets (together the "Managers") in connection with a contemplated private placement of new shares by the Company (the "Transaction" or the "Private Placement").

This Presentation has not been independently verified nor verified by the Managers unless otherwise required by applicable law(s). No representation, warranty, or undertaking, express or implied, is made by the Company or the Managers or its affiliates or their respective directors, officers, employees, agents or advisers (collectively "Representatives") as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. All information in this Presentation is subject to verification, correction, completion and change without notice. Neither the Company, the Managers nor its Representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with this Presentation. The information contained in this Presentation should be considered in the context of the circumstances prevailing at this time and has not been, and will not be, updated to reflect material developments which may occur after the date of the Presentation.

Matters discussed in this Presentation may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may include, without limitation, any statements preceded by, followed by or including words such as "aims", "anticipates", "believes", "can have", "continues", "could", "estimates", "expects", "intends", "likely", "may", "plans", "projects", "should", "target" "will", "would" and words or expressions of similar meaning or the negative thereof. These forward-looking statements, in particular regarding the Company's new financial targets as presented herein, reflect the Company's beliefs, intentions and current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this Presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions that may not be accurate or technically correct, and their methodology may be forward-looking and speculative. Although the Company believes 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 its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of operations, financial condition and liquidity of the Company or the industry to differ materially from those results expressed or implied in this Presentation by such forward-looking statements. No representation is made that any of these forward looking statements or forecasts will come to pass or that any forecast result will be achieved, and you are cautioned not to place any undue influence on any forward-looking statement.

An investment in the Company's shares should be considered as a high-risk investment. Several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement that may be expressed or implied by statements and information in this Presentation. Before making an investment decision with respect to the offer shares, investors should carefully consider all of the information contained in this Presentation, and in particular the risk factors relating to the Company's business, the Company's industry, the Company's transformation and new targets for 2023 and 2025, the Company's shares and the Private Placement, as further discussed on slide 26 to 31 below. Potential investors are however required to make their own assessment and analysis of the risks associated with an investment in the Company. The risk factors discussed herein should be read as a high level summary only and not so as to contain an exhaustive review of all risks faced by the Company. An investment in the Company's shares is only suitable if you have sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision relating to the Company's shares, and if you are able to bear the economic risk, and to withstand a complete loss of your investment. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described are not a genuine potential threat to an investment in the Company's shares. lf any of the risks discussed herein were to materialise, this could have a material adverse effect on the company and/or the Company's business, results of operations, cash flow, financial condition and/or prospects, which may cause a decline in the value and trading price of the Company's shares, resulting in the loss of all or part of your investment in the same.

A multitude of factors can cause actual results to differ significantly from any anticipated development expressed or implied in this Presentation, including among others, economic and market conditions in the geographic areas and industries that are or will be major markets for Company's businesses, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved and you are cautioned not to place any undue reliance on any forward-looking statement.

The information obtained from third parties has been accurately reproduced and, as far as the Company is aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information to be inaccurate or misleading.

The contents of this Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. By receiving this Presentation, the Recipient acknowledges that it will be solely responsible for its own assessment of the Company, the market and the market position of the Company and that it will conduct its own analysis and is solely responsible for forming its own opinion of the potential future performance of the Company's business. In making an investment decision, the Recipient must rely on its own examination of the Company, including the merits and risk involved.

Important information and disclaimer, cont`d

No due diligence review or other verification exercises have been performed by or on behalf of the Managers in connection with the Transaction, other than carrying out customary management interviews (hereunder a bring down call) and obtaining certain customary written confirmations from the Company and its representatives, hereunder a declaration of completeness signed by the Company whereby the Company has confirmed, to the best of its knowledge, that this Presentation in all material respect is correct and that there are no material omissions.

This Presentation and the information contained herein are not an offer of securities for sale in the United States and are not for publication or distribution to persons in the United States (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the "US Securities Act")). Any securities referred to herein have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.

By reviewing this Presentation, you are deemed to have represented and agreed that you and any persons you represent are either (a) qualified institutional buyers ("QIBs") (within the meaning of Regulation 144A under the US Securities Act), or (b) are located outside of the United States. This Presentation is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" as defined in the Prospectus Regulation (Regulation (EU) 2017/1129, as amended) ("Qualified Investors") or otherwise pursuant to applicable exemptions on the Company resulting in that no obligation arises for the Company or the Managers to produce a prospectus or otherwise comply with any registration requirements. In addition, in the United Kingdom, this Presentation is being distributed only to, and is directed only at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom distributions may otherwise lawfully be made, communicated, or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This Presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors or otherwise pursuant to applicable exemptions on the Company. Any investment or investment activity to which this Presentation relates is available only to Relevant Persons or Qualified Investors or will be engaged in only with Relevant Persons or Qualified Investors.

This Presentation and the information contained herein is not directed to, or intended for distribution to or use by, any person or entity that is a citisen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This Presentation is not an advertisement for the purposes of applicable measures implementing the EU Prospectus Regulation. This Presentation is not a prospectus and does not contain the same level of information as a prospectus.

The Managers are acting only for the Company and will not be responsible to anyone other than the Company for providing the protections afforded to clients of such Managers or for providing advice in relation to any potential offering of securities of the Company.

This Presentation speaks only as of its date. Neither the delivery of this Presentation nor any further discussions with any of the Recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date.

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 as legal venue.

Techstep at a glance

A mobile technology company enabling your organisation to utilise software & hardware to strengthen performance

We enable remote and frontline workers to perform smartly, securely, and sustainably
We combine software, mobile devices, and services to meet your business and ESG goals
Our experts proactively ensure that your mobile ecosystem is optimised for success

KPIs LTM, per Q2/22

NOK 1 338m Total revenue

NOK 281m Recurring revenue (annualised)***

NOK 101m Software ARR**

NOK 367m Gross profit*

NOK -40m EBITA adj.

220 of 2,000 customers converted to recurring contracts

*.Gross Profit including net effect on hardware-as-a-service

**Annualised run-rate as of Q2/22

***Recurring revenue includes contracts of 24 months or more excluding mobile expenses management (MEM) white label (with three months notice before year-end)

Techstep is making a giant leap

Transformational journey Streamlining costs New financial targets

New management

From hardware led to software led sales

From transactional to recurring revenue

From 47 to 7 product solutions

1 2 3

Extracting synergies from acquisitions

Launching new product portfolio

Reducing cost base by NOK 90-100m annualised

Establishing new company targets

2025 Gross Profit: >540m

2025 Software ARR: >NOK 225m

2025 EBITA: >NOK 150m

Strong trends supporting +20% annual market growth

1) Mordor Intelligence | Global Managed Mobility Service Market (MMS) (2022-2027). The global managed mobility service market (henceforth, referred to as the market studied) was valued at USD 3462.1 million in 2021, and it is expected to reach USD 12427.1 million by 2027, registering a CAGR of 24.27% (henceforth, referred to as the forecast period).

Our customers' challenges

Increasing demand for managing mobile devices

Techstep's new solution portfolio

Gartner highlights Techstep as the only challenger to the global players

Techstep was the only declared challenger in Gartner's Magic Quadrant for managed mobility services in March 2022
Research from IT analysis firm Gartner often carry a lot of weight when organisations considers choosing an IT supplier
Techstep expects improved tailwind in sales cycles from our newly established Gartner challenger position
Techstep is the only Nordic and one of very few European companies in this industry

Techstep is ready to reap the benefits of a significant transformation

Leading with hardware
Transactional business model
7 different companies
7 ERP systems
47 products
Low level of integration

Techstep 2019 - 2022 Techstep 2023 and forward

New management
Leading with software
Recurring business model
1 integrated company
Common internal systems
Redefined product portfolio
Enhanced customer valueproposition

= Recurring and scalable business model

Streamlining the product offering to improve scalability and achieve profitability

Successfully moving to a recurring model

1) Gross Profit including net effect of hardware-as-a-service 2) Other includes operator commission

Gross profit¹ (NOKm) and GP split (%)

Successfully transitioning from transaction to recurring – significant upsell potential remains

The change of business model has significant positive implications

Significant upside potential in transforming from transactional to recurring mobile management contracts

Initiating NOK 90-100m cost optimisation program

Unlocking synergies and cost reduction while keeping commercial momentum

*The cost optimisation program is prepared by the Company's management using its best estimate and judgement based on past experience and progress of the Company's performance as of the date of this presentation, and have been based on several assumptions, many of which are outside the influence of the Company's management. Any deviation of these assumptions could materially change the outcome of the expected cost optimisation program.

Focus on software led sales

Full focus on growing recurring revenue

Software sales fuel Hardware, Advisory and Services sales
Very sticky offering with great upsale potential
Low customer churn

NOK 10 million in backlog from recent Own Software wins in Q2

• Momentum picking up as Techstep's product offering and development has matured over the last few years

Advisory & Services includes third party software

^*Recurring revenue includes contracts of 24 months or more excluding mobile expenses management (MEM) white label (with three months notice before year-end)

^*The figures above are based on the recognised recurring revenue isolated each quarter, annualised.

The estimated organic growth on own software is prepared by the Company's management using its best estimate and judgement based on past experience and progress of the Company's performance as of the date of this presentation, and have been based on several assumptions, many of which are outside the influence of the Company's management. Any deviation of these assumptions could materially change the outcome of the expected growth.

Target to significantly increase Gross Profit by 2025

1) Gross Profit including net effect of hardware-as-a-service

* The Company's target is prepared by the Company's management using its best estimate and judgement based on past experience and progress of the Company's performance as of the date of this presentation, and have been based on several assumptions, many of which are outside the influence of the Company's management. Any deviation of these assumptions could materially change the outcome of the expected target.

Extracting synergies and streamlining operations

Setting new company targets

*The new financial targets are prepared by the Company's management using its best estimate and judgement based on past experience and progress of the Company's performance as of the date of this presentation, and have been based on several assumptions, many of which are outside the influence of the Company's management. Any deviation of these assumptions could materially change the outcome of the expected targets.

Contemplating raising NOK 75 – 125m to fund the final phase of the transformation

Conversion of sellers' credit related to previous acquisitions

Restructuring and transformation costs

General business purposes

NOK 25m

4 Strengthening balance sheet

NOK 50m

Streamlining operations to drive profitable growth

Appendix: Balance sheet

Numbers in NOK 1 000

ASSETS	Q2 2022	2021
Deferred tax asset	11 179	2 149
Goodwill	603 811	592 549
Customer relations and technology	190 510	183 214
Total intangible assets	805 500	777 912
Right-of-use assets	24 342	30 267
Property, plant and equipment	163 264	148 775
Total tangible assets	187 606	179 043
Shares and investments	598	590
Other non-current assets	2 035	1 224
Total financial assets	2 633	1 814
Total non-current assets	995 739	958 768
Inventories	18 680	19 391
Accounts receivable	192 796	230 229
Other receivables	40 659	31 435
Total inventories and receivables	252 135	281 055
Cash and cash equivalents	29 922	50 350
Assets classified as held for sale	-	24 482
Total current assets	282 057	355 887
Total assets	1 277 796	1 314 655

EQUITY AND LIABILITIES	Q2 2022	2021
Share capital	211 983	209 630
Other equity	318 501	344 682
Total equity attributable to the owners of Techstep ASA	530 483	554 312
Non-controlling interests	-	1 274
Total equity	530 483	555 586
Deferred tax	21 875	14 645
Non-current interest-bearing borrowings	97 016	97 402
Other non-current debt	36 053	43 305
Total non-current liabilities	154 943	155 353
Current interest-bearing borrowings	169 961	74 548
Accounts payable	168 332	193 833
Tax payable	2 247	653
Public duties	28 838	39 577
Other current liabilities	222 991	295 106
Total current liabilities	592 370	603 716
Total liabilities	747 313	759 069
Total equity and liabilities	1 277 796	1 314 655

Net interest-bearing debt	237 054	121 600
Seller`s credit	56 000	69 100
Net bank overdraft accounts	128 300	21 900
Acquisition loans	83 000	80 900

Appendix: Investor letter from the Chairman of the Board

Av styrets leder – Jens Rugseth

Til potensielle investorer i Techstep,

Jeg gikk inn i Techstep for to år siden. Selskapet var da et rent hardware-selskap og blant de største aktørene som solgte mobiltelefoner i Norden. Jeg så ikke noen spesielt stor fremtid for selskapet som en ren hardware-aktør, ettersom den store innovasjonsperioden i stor grad var over. Årsaken til at jeg likevel investerte i Techstep, var at de hadde en spennende softwareportefølje, som kun utgjorde ca. 27 millioner NOK i omsetning, men som jeg vurderte kunne ha stort potensial.

Etter 2 år har vi gått fra å være:

Et nesten rent hardware-selskap som omsatte for ca. 1,2 milliarder NOK.
Ett selskap som i stor grad levde på provisjoner fra tredjeparts leverandører og abonnementshåndtering på vegne av Telenor (bruttofortjenesten alene var for kun noen år siden på over 100 millioner NOK på disse, som er redusert til ca. 15 millioner NOK i inneværende år).

Til nå:

1. Et software- og tjenesteselskap basert på Managed Mobility Services (MMS) og som av Gartner Group regnes som den eneste utfordreren i segmentet.
1. Et selskap som har bygget opp en recurring revenue på 281 millioner NOK, noe som gir god visibilitet i inntektene fremover.
1. Techstep leder nå med software i sine kundemøter, med en positiv bi-effekt av at de også selger mer hardware og konsulentavtaler for hver softwarekrone som omsettes. Kundene kan velge om de ønsker å kjøpe hardware som en tjeneste (Hardware As A Service) eller transaksjonelt.
1. Softwareomsetningen har blitt mer enn firedoblet, fra ca. 27 millioner NOK til ca. 115 millioner NOK i ARR ved utgangen av 2022.
1. Omsetningen er omtrent det samme, men hardware utgjør nå ca. 1/3 av totale gross profitt.

Utover dette har det vært en konsolidering av selskaper (fra 8 til 3 operative selskaper), utrulling av nye interne systemer og ERP, og ikke minst en helt ny lansering av livssyklusløsning (SmartDevice) for mobile enheter, lansert nå i september.

Situasjonen er som følger:

1. Ny operativ modell gjør at Techstep skiller seg fra konkurrentene, da konkurrentene ikke kan levere den samme komplette løsningen eller bredden som Techstep kan.
1. Gartner Group sier at Techstep er blant de som er lengst fremme, og en av få aktører i Europa innen Managed Mobility Services (MMS).
1. I den nye forretningsmodellen så er verdibasert software salg med gjentagende månedlige inntekter (MRR) hovedfokuset. Dette gir en mye mer sticky modell, ettersom mobiler byttes ut kontinuerlig og avtalene løper 2-3 år fra uttak, i tillegg til at det driver økt bruttofortjeneste fra softwaresiden.

Mitt mål har vært å posisjonere Techstep tilsvarende som Crayon, og det vi nå tilbyr er følgende og veldig likt:

1. Bruk Techstep og spar minimum 20% på eierskap og management av din mobile plattform.
1. Kjøp hardware hvor du vil. For oss er det software og tjenester som betyr noe.
1. Vi har en business consulting-tilnærming til eierskap, forvaltning, management og sikkerhet for din mobile plattform.

Alt dette høres jo bra ut, men dette har kostet mye penger og vi har i praksis måtte endre store deler organisasjonen.

Etter flere større oppkjøp, utrulling av nye produktløsninger, implementering av nye interne systemer og ikke minst investeringer i mennesker og kapabiliteter, så vi nå i den situasjonen at vi kan, og skal, optimalisere mer på kostnadssiden. Vi har kommet i slutten av en lang investeringsfase, og det planlegges for å redusere kostnadsbasen med 90-100 millioner NOK fremover. Dette er drevet av en mix av redusert capex program, riktig størrelse på organisasjonen og redusert bruk av eksterne konsulenter. En del kostnader er allerede tatt ut i 2022, men den største effekten vil være synlig i 2023 (ca. 80 millioner NOK).

Målet er en EBITA på ca. 50 millioner NOK for 2023 og over 150 millioner NOK i 2025. Langsiktig bør selskapet ha en Gross Profit to EBITA konvertering på minimum 25-30%

Planen nå er å hente inn 75 - 125 millioner NOK i en emisjon, der Karbon og Datum vil investerer 25 millioner NOK hver, samt at andre interne aksjonærer tar 25 millioner NOK. Det innebærer at vi må hente ca. 50 millioner NOK fra andre investorer.

Personlig er jeg veldig positiv til selskapets fremtid, markedsposisjon og potensialet, selv om jeg undervurdert hvor tung og lang snuoperasjonen ville bli. De største løftene er nå tatt, og mye av transformasjonen er i veldig stor grad gjennomført, og selskapet har en unik mulighet til å bygge en sterk posisjon i et voksende MMS marked.

Appendix: Risk factors ( 1 / 6)

An investment in the Company's shares, including the New Shares (together the "Shares") involves inherent risks. Before making an investment decision, investors should carefully consider the risk factors and all information contained in this Presentation, in addition to financial statements and related notes. The risks and uncertainties described in this section of this Presentation is not intended to be exhaustive, but only intended to highlight the principal known risks and uncertainties faced by the Company and the Group as at the date hereof, and that the Company believes are relevant for the Private Placement.

An investment in the Company is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of their investment. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described are not a genuine potential threat to an investment in the Company. If any of the following risks were to materialize, individually or together with other circumstances, they could have a material adverse effect on the Company and its business, results of operations, cash flow, financial condition or prospects, which may cause the value of the shares to deteriorate, resulting in the loss of all or part of an investment in the same. The order in which the risks are presented does not reflect the likelihood of their occurrence or the magnitude of their potential impact. The risks mentioned may materialize individually or collectively. The information in this section is based on facts and circumstances as at the date of this Presentation.

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.

Appendix: Risk factors ( 2 / 6)

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 sensitive 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.

The Group is subject to 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.

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.

Appendix: Risk factors ( 3 / 6)

The Group is subject to risks relating to not being successful in its planned transformation

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 device to increase profit that can be reinvested in the business. There are risks and uncertainties concerning the ability to implement the transformation strategy. Further, there is a risk that the Group does fully achieve its planned reduction of the Group's cost base. The failure of implementing the revised strategy of transforming into a software and solution-drive mobility provider, any delays or unexpected costs incurred in this transformation process or failure of achieving the planned cost cuts may have a material adverse effect on the Company's business, financial condition, results of operations or prospects, including the Group's possibility of achieving its new financial targets for 2023 and 2025.

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.

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 deliver 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 is exposed to third-party risks due to integration of various service providers in the business model

The Group has outsourced its warehousing, distribution, repair and aftermarket services to third parties and subcontractors. Changes in pricing, incentives or other terms of the Group's agreements with its partners, service providers or subcontractors, or their failure to implement their services and deliverables in a correct and/or timely manner, and/or any discharge of agreements with such partners, service providers or subcontractors, could materially adversely affect the Group's ability to perform and subject the Group to additional liabilities, which could have an material 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.

Appendix: Risk factors ( 4 / 6)

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, and the acquisition of Famoc S.A (Poland), Famoc Software (Ireland) and Santa Riva Private Ventures (Poland) in 2021 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 short-term or the long-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.

Risks related to supply chain disruptions for the Group's hardware and geopolitical disturbances outside of the Group's control

The invasion of Ukraine by Russia in February 2022 has created significant uncertainties regarding global political and economic stability. Severe sanctions have been imposed on banks, certain oligarchs, and the state itself. The war together with the post-pandemic aftereffects has caused significant volatility and disruption to the global economy in the short term, which is further fueled by energy shortage and energy prices spiking from already high levels. Significant disruptions in the supply chain due to shortage of raw materials, components or products could have a negative impact on sales of the Group's products and solutions. Any severe disruptions in the supply chain relating to the Group's sourcing and supply of hardware may have a material adverse effect on the Company's business, financial condition, results of operation or prospects.

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.

Appendix: Risk factors ( 5 / 6)

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 Group's financing

The Group's future results may differ materially from what is expressed or implied by the forecast of consolidated financial information included in the Presentation, and investors should not place undue reliance on this information

The Group's outlook as presented in this Presentation has been prepared for the purpose of this Presentation and in accordance with the Group's ordinary forecasting procedures and on a basis comparable to the historical financial information. However, the forecast of consolidated financial information is based on estimates made by the Group based on assumptions about future events. Certain of the assumptions, uncertainties and contingencies relating to the forecast of consolidated financial information and the projections of consolidated financial targets are wholly or partially within the Group's control, while others are outside or substantially outside of its control. As a basis for the Group's outlook, inter alia, a contemplated cost-reduction has been planned. There is a risk that the Group may not successfully achieve the full effect of the contemplated cost-reduction or other parts of the assumptions forming basis for the Group's outlook.

In addition, the Group's independent auditors have not audited, reviewed or produced the Group's financial outlook. The Group's actual future results may vary from the projections contained in this Presentation, and such variations could be material. Therefore, investors should not place undue reliance on this information.

The Group is exposed to different currencies

The Group's operations are currently conducted in Norway, Sweden and Poland, and the majority of the Company's revenues and costs are therefore mainly in NOK, SEK, PLN and EUR. The Company is to some extent exposed to other currencies than the ones mentioned above. Changes in foreign exchange rates in addition to SEK, PLN and EUR, 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.

Appendix: Risk factors ( 6 / 6)

Risks relating to the Company's shares and the Private Placement

The Company may not fully strengthen its liquidity and balance sheet through the Private Placement as planned

The Company aims to raise up to NOK 135 million in the Private Placement, of which NOK 60 million of the proceeds is planned to be used for restructuring and transformation cost and general business purposes and NOK 25 million relates to conversion of sellers' credits related to previous acquisitions. Proceeds exceeding NOK 85 million is planned to be used to further strengthen the Company's liquidity and balance sheet. Even if NOK 75 million of the contemplated Private Placement has been guaranteed by certain shareholders of the Company and by certain lenders having accepted to convert their sellers' credit to equity, there can be no assurances that the Company will be successful in raising the remaining proceeds up to the total NOK 135 million. A consequence may be that the planned strengthening of the Company's liquidity and balance sheet through the Private Placement will not be fully achieved.

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.

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.