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Techstep ASA Investor Presentation 2023

Aug 18, 2023

3770_rns_2023-08-18_5f4ad313-21b8-49e4-b0cb-fbf1e64e2aab.pdf

Investor Presentation

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Q2 2023 Presentation

Making the world of work smarter and more sustainable

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

NOK 1 243 m Total revenue LTM NOK 318 m Recurring revenue annualised1

NOK 110 m ARR on Own Software2

NOK 371 m Net gross profit LTM 3

1) Future contractual annual revenue. Hardware-as-a-Service is measured as contracts with 24-months duration or more, while Advisory & Services and Own Software is measured with 12-months commitment. Calculated as monthly incurred revenue annualised.

NOK 8.0 m EBITA adj. LTM 4

2) Annual Recurring Revenue (ARR) from Techstep's Own Software portfolio. Calculated by multiplying the monthly recurring revenue with twelve. Techstep only includes contracts where invoicing to customers has commenced. ARR has been restated for previous periods due to review of classification of revenue contracts and product register.

3) Net gross profit is defined as Total revenue less Cost of goods sold and depreciation from Hardware-as-a-Service

4) Adjusted earnings before interest, tax, amortisation and impairment (EBITA) is based on EBITA but adjusted for transactions of a non-recurring nature

Selected clients

8 offices across the Nordics & Poland

Highlights Q2 2023

Profitability improving, third consecutive quarter with positive EBITA adj.

  • 7% Net gross profit growth y/y in a declining mobile device market
  • Net gross profit margin up from 28% to 33% y/y due to growth in higher margin software business and Advisory & Services business
  • 11% y/y decline in operating costs and personnel expenses

Recurring revenue base up 15% y/y and 3% growth sequentially

  • Recurring revenue annualised at NOK 318 million, up from NOK 276 million in Q2 last year
  • ARR from Own Software at NOK 110 million, growing with 15% y/y

Positive commercial momentum, growing interest for Advisory & Services and Own Software

  • Signed a frame agreement with Oslo Municipality worth NOK 480 million, a potential doubling of previous contract value
  • Increased sales activity, many contracts signed at the end of the quarter with financial effect from H2 2023

After the quarter, refinancing secures increased financial flexibility

  • Signed term sheet with a new bank relation for the refinancing of the company's term loans and credit facilities
  • Converted all remaining sellers' credit to shares

1) ARR is defined as Annual Recurring Revenue from Techstep's Own Software portfolio and is calculated by multiplying the monthly recurring revenue with twelve. Techstep only includes contracts where invoicing to customers has started. ARR own software has been restated for previous periods due to review of classification of revenue contracts and product register.

2) Net gross profit is defined as Total revenue less Cost of goods sold and depreciation from Hardware-as-a-Service. Please note that the net gross profit for FY21 and FY22 have been re-stated, due to a reclassification of depreciation related to Hardware-as-a-Service

3) Adjusted earnings before interest, tax, amortisation and impairment (EBITA) is based on EBITA but adjusted for transactions of a non-recurring nature. Such non-recurring transactions include, but are not limited to restructuring costs, gains or losses related to sale of subsidiaries, acquisition-related costs and other non-recurring income and expenses

The Shift

Unlocking profitability and growth

Techstep is again recognised as the only global Challenger

Techstep is recognised as a Challenger in Gartner's recent Magic Quadrant for Managed Mobility Services

  • Gartner highlights the following strengths:
    • o Streamlined portfolio: rearranged the solution portfolio into three areas, each with standard building blocks
    • o Evolving XLA environment: introducing customer experience performance indicators with proactive measurements towards SLA
    • o Continues innovation: Techstep's innovation centricity is exemplified by the product launches in the past two years

Our customers' main challenges with mobile technology

3

Lifecycle management of devices

1

from procurement to end of life that meet their ESG requirements

Quality, efficiency & security for frontline workers

Techstep's cost efficient solutions to these challenges

* Data suggests estimated cost savings of 20-25%

Increased customer value

In Q2, Aider signed a new contract with Techstep for SmartDevice, for their 700+ (and growing) employee base. This is an example of a customer seeing the full potential of managing the Lifecycle of their employees' devices

Signed frame agreement with Oslo Municipality Potential doubling of current value

Duration: 24 months (option of 12+12 months extension)

Portfolio: SmartDevice (Hardware and Own Software) and SmartControl (Own Software and Advisory & Services)

Total Contract Value: up to NOK 480 million over 4 years

  • Oslo Municipality is one of Norway's largest employers
  • Techstep will deliver SmartDevice to some 30,000 of the municipality's employees, with opportunities for adding software and advisory services
  • Oslo Municipality emphasised facilitation of complete mobile technology solutions, with focus on cost efficiency and sustainability
  • With further opportunities for Techstep compared to the previous frame agreement, the contract includes a potential of doubling the current contract value.

Financials

Key figures - Profit and loss Q2 and YTD 2023

(Amounts
in NOK 1 000)
Q2 2023 Q2 2022 H1 2023 H1 2022 FY 2022
Revenues 291 544 317 199 583 323 663 425 1 323 126
Annual recurring revenue (ARR) -
Own software 1)
110 150 96 060 110 150 96 060 106 100
Net gross profit
2)
95 378 88 950 185 544 181 615 367 279
margin 3)
Net gross profit
33 % 28 % 32 % 27 % 28 %
EBITDA adjusted
4)
29 196 12 182 61 861 26 273 85 466
EBITA adjusted
4)
2 348 (15 567) 6 404 (25 365) (23 756)
EBIT (14 185) (31 106) (25 077) (16 087) (52 205)
Net profit (loss) for the period (17 605) (31 467) (34 914) (18 983) (68 614)
EBITDA adj. Margin (%) 10.0 % 3.8 % 10.6 % 4.0 % 6.5 %
EBITA adj. Margin (%) 0.8 % (4.9 %) 1.1 % (3.8 %) (1.8 %)
EBIT margin (%) (4.9 %) (9.8 %) (4.3 %) (2.4 %) (3.9 %)
Net profit (loss) for the period (%) (6.0 %) (9.9 %) (6.0 %) (2.9 %) (5.2 %)
Employees 275 338 275 338 315

1) ARR own software has been restated for the period Q1 2022-Q1 2023 due to a reclassification of contracts and product register.

2) Net gross profit is defined as Total revenue less Cost of goods sold and depreciation from Hardware-as-a-Service 3) Net gross profit margin is net gross profit of revenues.

4) EBITDA adjusted and EBITA adjusted 2022 excludes non-recurring items such as M&A and restructuring related costs of NOK 10.0 million and structural gains from sales of NOK 40.1 million. Please note that the net gross profit for 2022 have been re-stated, due to a reclassification of depreciation related to Hardware-as-a-Service

Q2 y/y revenue declined 8% due to Hardware downturn

  • o Hardware revenue down due to general market decline, but trend is slowing down with a positive development at the end of the quarter.
  • o 17% growth y/y in revenues from Advisory & Services and Own Software

ARR from own software up 15% y/y to NOK 110 million

  • o Steady growth in first half year of NOK 4 million
  • o Buildup of signed contracts in Q2 which will be implemented in H2

Net gross profit 7% y/y, with 5 p.p. increasing margin

o Net gross profit margin increasing from 29% to 33%, due to growth in higher margin software and services segments and increasing HW margins

Third consecutive quarter with positive EBITA adj.

o Results of improved gross profit and results from cost optimisation efforts increase EBITA adj. YTD with NOK 31 million

Net loss of NOK 18 m whereof majority is due to non-cash items

o Amortisation of intangible assets and non-realised currency effects in net financials constitutes net loss in the period

Net gross profit development by revenue segment

Net gross profit 1 - last twelve months rolling NOK million

1) Net gross profit is defined as Total revenue less Cost of goods sold and depreciation from Hardware-as-a-Service Please note that Advisory & Services includes 3rd party software.

Note: The net gross profit for Q2-Q3 2022 have been re-stated due to a reclassification of depreciation related to Hardware-as-a-Service

Improvement in total Net gross profit last 12 months

o Revenue mix changing in line with our strategy to move to high margin services and products

Growth in Software and Advisory &services

o 16% improved net GP in software and 5% improvement in Advisory and Services y/y

Hardware decline as focus shifts to software and solutions

  • o Hardware margins increasing
  • o Transformation to software led recurring revenue model

Continued increase in ARR own software

1) ARR is defined as Annual Recurring Revenue from Techstep's Own Software portfolio and is calculated by multiplying the contractual monthly recurring revenue with twelve. Techstep only includes contracts where invoicing to customers has started. ARR own software has been restated for previous periods due to review of classification of revenue contracts and product register.

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

Transforming to recurring revenue streams

Recurring revenue annualised1

1) Recurring revenue for HWaaS includes contracts of 24 months or more, and 12 months or more for the Advisory & Services and Own Software segments. The figures are based on the recognised recurring revenue isolated each quarter, annualised. Please note that Advisory & Services includes 3rd party software.

ARR own software has been restated for previous periods due to reclassification of contracts and product register.

Increasing recurring revenue base with 15% y/y and 3% sequentially

  • Of NOK 318 million, NOK 110 million is ARR on Own Software, with ~90% gross margin
  • Continued positive development in Advisory and services with 5% growth in quarter and 17% y/y
  • Hardware-as-a-service increase of NOK 6 mill sequentially, and 15% y/y

Proforma net gross profit & EBITA adj. development

70%

-60%

-10%

40%

Net gross profit, EBITA adj. and in % of net GP – LTM NOK million

  • 30

  • 100

100

300

500

20

70

120

170

Note: The net gross profit for Q1-Q4 2021 and Q1-Q3 2022 have been re-stated due to a reclassification of depreciation related to Hardware-as-a-Service

EBITA adj. of NOK 2 million in the quarter, with first time positive LTM EBITA adj.

o Cost optimization program yielding results, though cost base affected by high inflation last months

Key focus to improve EBITA conversion

o Scalability in product offering and cost optimisation initiated in Q4 2022 will drive higher profits medium term and convert a higher share of net gross profit to EBITA

Effectuated cost optimisation and streamlining of business

Operating cost base (including external capex)

  • Cost optimisation plan to reduce cost base with NOK 90-100 million compared to 2021
  • Reduced operating cost base in 2023, as a result of effectuated cost optimisation initiatives
  • Uncertainty related to price inflation development and how this will impact year end run-rate

*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.

Balance sheet

tech Step
-----------
(Amounts
1000)
in
NOK
Q2
2023
Q2
2022
2022
Intangible
assets
805
578
805
500
789
849
Tangible
assets
195
674
187
606
198
064
Financial
assets
921 2
633
3
264
Total
non-current
assets
1
002
173
995
739
991
176
Inventories 17
338
18
680
23
431
receivable
Accounts
163
143
192
796
213
773
Other
receivables
38
051
659
40
33
801
Cash
and
cash
equivalents
576
11
29
922
61
119
Total
current
assets
230
108
282
057
332
124
Total
assets
232
281
1
277
796
1
323
300
1
Equity
Total
569
089
530
483
571
520
Deferred
tax
18
450
21
875
20
536
interest-bearing
borrowings
Non-current
1
941
67
454
90
665
Other
debt
non-current
32
508
65
615
37
555
liabilities
Total
non-current
52
899
154
943
148
756
interest-bearing
borrowings
Current
188
599
169
961
83
322
payable
Accounts
146
339
168
332
205
797
Other
liabilities
current
275
355
254
076
313
905
liabilities
Total
current
610
293
592
370
603
024
equity
liabilities
Total
and
232
281
1
277
796
1
323
300
1
  • Equity ratio at 46%, up from 43% YE 2022
  • Intangible assets include goodwill, customer relations and technology of NOK 806 million
  • Tangible assets mainly consist of Hardware-as-a-Service to customers and right-of-use assets
  • Interest-bearing borrowings include loans related to acquisitions, sellers' credits and bank credit facilities.
    • o All bank loans will be refinanced in Q3 2023, and bank loans are classified as current as per Q2 23
  • Other current liabilities include deferred revenues and buyback obligations related to Hardware-as-a-Service of NOK 177 million
  • NIBD was NOK 179 million at the end of Q2 2023, increased by NOK 66 million since end of 2022.
  • Approved term sheet for debt refinancing in Q3 2023
    • o Refinancing of bank loans in Q3 2023 will increase liquidity reserve with NOK 25 million
  • All remaining sellers credit converted to equity in July

Cash flow

(Amounts in NOK 1 000) Q2 2023 Q2 2022 H1 2023 H1 2022 FY 2022
EBITDA adj. 29 196 12 182 61 861 26 273 85 466
Change in working capital 5 450 (3 633) (26 552) (21 582) 46 940
Other items (5 226) (1 008) (8 600) (3 118) (8 666)
Net cash flow from operational activities 29 420 7 540 26 709 1 573 123 741
Net cash used on investment activities (47 671) (48 491) (74 528) (97 534) (180 376)
Net cash flow from financing activities (4 578) 31 580 (4 089) 75 584 67 594
Net change in cash and cash
equivalents
(22 830) (9 370) (51 908) (20 377) 10 959
Cash and cash equivalents at
beginning of period
34 210 38 591 61 119 50 350 50 350
Effects of exchange rate changes on
cash and cash equivalents
196 702 2 365 (51) (191)
Cash and cash equivalents at end of
period
11 576 29 923 11 576 29 922 61 119

* Please note that H1 2022 includes a restatement of NOK 9 million related to purchase of remaining shares in Techstep Finance, from investment activities to financing activities

Operating cash flow in Q2 of NOK 29.4 million

  • o Improvement of NOK 21 million y/y
  • o Positive effect of change in working capital of NOK 5.4 mill

Nok 47.7 million used for investment activities

  • o Investments in our Hardware-as-a-Service portfolio of NOK 42.9 million
  • o Capex related to software development and IT investments of NOK 8.2 million and 18.9 million YTD

NOK 4.7 million used for financing activities

  • o Net effect of Interest and lease repayments.
  • o NOK 7 million in repayment long term debt in Q2 and NOK 27 million YTD

Net change in cash of NOK -22.8 million,

  • o Net cash position of NOK 11.6 million at end of quarter
  • o Relates to seasonal fluctuations, expected to improve in H2
  • o Available facilities for further liquidity

Summary and outlook

Summary - Turning Techstep profitable

*The financial outlook 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 has 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 outlook.

Q&A

here

Making tomorrow happen

Appendix

Management team (1/2)

Børge Astrup – Chief Executive Officer

Mr. Astrup is an experienced business leader committed to creating a winning working environment. Børge Astrup has experience as the CEO of Puzzel, an international fast-growing cloud contact centre software (CCaaS) company, as well as the managing director of Intelecom Group. He has also held various management positions at Visma, the leading European provider of core business software. Mr. Astrup holds a bachelor's degree in marketing with specialisation in management from BI Norwegian Business School.

Ellen Solum – Chief Financial Officer

Mrs. Solum joined Techstep from the role as Partner in Uniconsult AS, and brings extensive experience from all finance functions, such as accounting, tax, controlling, treasury and investor relations and significant experience from change management, turn-around cased and IPO processes. She has worked in both private and publicly listed companies and has previously held positions such as CFO in TeleComputing ASA, Finance Director in Findus AS, as well as several years as management consultant and partner. Mrs. Solum holds a master's degree from University of Colorado Boulder, as well as an MBA from the Norwegian School of Economics (NHH).

Sheena Lim – Chief Marketing Officer

Ms. Lim brings extensive international experience from marketing, branding and communication, from her background as a consultant in Telenor and McCann. She has valuable experience from systems with high demands for collaboration across functions and countries, as well as the ability to modernise methods, processes and tools. Ms Lim comes from the position as Head of Marketing and Communication in Zalaris, a provider of simplified HR and payroll administration. Ms Lim has an executive MBA from BI Norwegian Business School and ESCP European Business School, as well as a bachelor's degree for business (marketing) from University of Monash.

Mads Vårdal – Chief Product Officer

Mr Vårdal has been with companies within the Techstep sphere for more than 11 years. He came from a central position in Teki Solutions AS and has been a leading figure for the development of SmartWorks. He has previously had a leading position in Nordialog Skøyen AS and CEO in Buskerud Tele AS.

Management team (2/2)

David Landeborn – Chief Operations Officer

Mr. Landeborn is an experienced executive within the information technology area. His depth is in the operational part including strategy, agile methodologies, software development and mobile solutions. Mr. Landerborn was the Deputy Managing Director and Chief Operating Officer of Optidev AB, which Techstep ASA acquired in 2020, since 2016. He is deeply involved in local tech initiatives in Borås to make sure the raising stars in Tech choose Techstep as their employer. Current engagements include President of the IT program at Yrkeshögskolan in Borås, member of the competence board at the University of Borås and is also leading a local tech networking group that includes many of the leading tech companies in the region. Mr. Landeborn holds a bachelor's in computer science from the University of Borås.

Bartosz Leoszewski – Chief Technology Officer

Mr. Leoszewski is an experienced IT and software leader and entrepreneur. He is experienced in building software products and their strategy, setting a long-term technology direction with cybersecurity always at the forefront. As a software engineer in 2006 Mr. Leoszewski co-founded Famoc, where he was first responsible for product development and engineering as Chief Technology Officer, and in 2012 transitioned to a CEO role. Famoc was acquired by Techstep in 2021. Mr. Leoszewski holds an MSc. in Computer Science from the Technical University of Gdansk and an Executive MBA from Rotterdam School of Management.

Ellen Skaarnæs – Chief People Officer

Ms. Skaarnæs is an experienced, strategic and business-oriented HR leader with a keen focus on delivering results and adding value to the business. She has a broad background from international organizations at both strategic and operational level. With her 13 years in Shell as HR advisor to Managing Director, and 5 years at Coca-Cola Enterprises as Ass. she brings an extensive experience from Performance- and Talent management and Change management in addition to solid leadership and coaching experience. Ms. Skaarnæs holds a bachelor's degree in management from BI Norwegian Business School.

Board of Directors

Michael Jacobs – Chairman of the board (since 2023)

Michael Jacobs is the Executive Vice President of the Nordics at Crayon ASA, a customer-centric innovation and IT services company. He has more than 30 years' experience from extensive management positions from several international technology companies. He previously was the CEO of Fell Tech and before that he was the CEO of Atea Norway, where he improved its business performance and lead the transformation to more value-added services. He also served as the Managing Director of Microsoft Norway and the Managing Director for the Nordics at Dell. Michael also has experience from Oracle and Telenor, both in Norway and internationally. He has a degree from California Lutheran University and continuing education from, among others, Harvard University. Melissa Mulholland - Board member (since 2021)

Harald Arnet - Board member (since 2021)

Mr. Arnet has more than 30 years of experience in national and international finance, industrial and financial investments. He is the CEO of Datum AS, one of the Company's larger shareholders, and has held several board positions in listed and non-listed companies, including Kahoot! AS, NRC Group ASA and several companies within the Datum group. He holds a master's degree from University of Denver and London Business School.

Jens Rugseth – Board member (since 2019)

Mr. Rugseth is a co-founder and Chairman of the Board of Crayon Group ASA and Link Mobility Group ASA. He has been a serial founder of a number of companies within the IT-sector over the past 30 years. Mr. Rugseth has also held the position of Chief Executive Officer in some of the largest IT-companies in Norway, including ARK ASA, Cinet AS and Skrivervik Data AS. Mr. Rugseth studied business economics at the Norwegian School of Management.

Ingrid Leisner - Board member (since 2016)

Ms. Leisner is an experienced board member. Her directorships over the last five years include current board positions in Xplora Technologies AS, Storage Group ASA, Norwegian Air Shuttle ASA, Maritime and Merchant ASA. Ms. Leisner has a background as a trader of different oil and gas products in her 15 years in Equinor ASA. Her years of experience and skills within business strategy, M&A, management consulting and change management has been very valuable when serving on the board of several companies listed on Oslo Børs. She holds a Bachelor of Business degree with honours from the University of Texas in Austin.

Ms. Mulholland is Chief Executive Officer of Crayon, a worldwide digital transformation expert. Prior to Crayon, Melissa spent 12 years at Microsoft, leading strategy and business development through cloud transformation. Prior to Microsoft, she spent two years at Intel Corporation, driving a cross-company analysis into the effectiveness of using recycled chips for solar technology. She has authored 12 books focused on how to build a business in the Cloud and is a board advisor for SHE, Europe's largest gender equality conference. Ms. Mulholland holds an MA in Business Administration and Strategic Management from Regis University in Colorado.

Largest shareholders per 30.06.2023

Shareholder # of shares Ownership %
DATUM AS 5 835 198 19.12 %
KARBON INVEST AS 4 371 619 14.33 %
Swedbank AB 3 347 897 10.97 %
DNB Markets Aksjehandel/-analyse 1 477 000 4.84 %
STEENCO AS 869 566 2.85 %
AS CLIPPER 869 566 2.85 %
MIDDELBORG INVEST AS 696 615 2.28 %
VERDIPAPIRFONDET DNB SMB 680 902 2.23 %
CIPRIANO AS 599 916 1.97 %
Saxo Bank A/S 580 064 1.90 %
TIGERSTADEN AS 475 000 1.56 %
CAMIKO AS 436 793 1.43 %
SPECTER INVEST AS 305 430 1.00 %
TVENGE 300 000 0.98 %
GIMLE INVEST AS 261 513 0.86 %
TIGERSTADEN MARINE AS 250 000 0.82 %
NORDHOLMEN AS 244 756 0.80 %
PIKA HOLDING AS 214 346 0.70 %
ADRIAN AS 203 886 0.67 %
UNIFIED AS 196 927 0.65 %
Total number owned by top 20 22 216 994 72.81 %
Total number of shares 30 513 107 100.00 %

Karbon Invest AS is owned by the Board member Jens Rugseth

Dua Jag AS, wich is partly owned by Board member Ingrid Leisner, owns 60,157 shares in Techstep ASA

Disclaimer

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

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

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

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

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

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

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

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