Investor Presentation • Oct 9, 2024
Investor Presentation
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We make mobile technology work for you

October 2024
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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 (the "Manager") 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 Manager unless otherwise required by applicable law(s). No representation, warranty, or undertaking, express or implied, is made by the Company or the Manager 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 Manager 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 ambitions for 2025 and medium-term ambitions, the Company's shares and the Private Placement, as further discussed on slide 31 to 37 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.
No due diligence review or other verification exercises have been performed by or on behalf of the Manager 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 Manager 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 citizen 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 Manager is acting only for the Company and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Manager 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.
enabling organisations to perform smartly, securely and more sustainably
NOK 1.0 billion total revenue Q2 2024 LTM
+2,100 customers
~270 employees based in Norway, Sweden, Denmark and Poland
2.5 million MMS devices
NOK 28 million EBITA adj. Q2 2024 LTM
220+ recurring revenue customers
40+ ecosystem partners
Challenger 2023 Gartner® MQ for Managed Mobility Services




High scalability through increased focus on partner sales drive recurring revenue growth– key partners onboarded


Focus on profitability, reduced annual cost base with +30% since 2022
| Transaction type | Private placement |
|---|---|
| Transaction size | NOK 30m |
| Use of proceeds | • Investments needed to fund and accelerate the scalable business with key partners and customers • Strengthen liquidity buffer to manage fluctuations in working capital and continue repayment of debt • General business purposes |
| Pre-commitments | Datum AS (holding 18.45% of the outstanding shares in the Company and represented on the board of directors by Harald Arnet) and Karbon Invest AS (holding 13.82% of the outstanding shares in the Company and represented on the board of directors by Jens Rugseth) ) have pre-committed to minimum subscribe for their pro-rata share of the Private Placement, and Valset Invest AS (holding 4.57% of the outstanding shares in the Company), has pre-committed to subscribe for minimum NOK 8 million in the Private Placement |
| Available documentation | Investor Presentation, Term Sheet and Application Agreement |
| Advisors | Arctic Securities |


7
1) Annualised recurring revenues includes revenues from own software, hardware-as-a-service and advisory and services. Reported annualized recurring revenues are based on contracts for 12 or more months and calculated as last months invoiced contractual revenues times 12 months. 2) 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, acquisitionrelated costs and other non-recurring income and expenses
3) In the Annual and quarterly financial statements, investments in DaaS is included in cash flow used for investment activities according to IFRS. In this presentation, investments in DaaS is included as operating cash flow, since the cash flow represent cost related to revenues or cash inflows from DaaS included in the operating cash flows.
Note: Recurring-like includes revenues from contracts recurring revenues from contracts with shorter than 12 months duration
2,100+ customers and growing with new and existing customers

Selected customers
In April 2024, Techstep entered a strategic partnership with Consafe Logistics to assume control over their hardware division specialized in rugged devices. This involves servicing approx. 130 existing customers with 10,000 active devices and service agreements for ~2,200 devices, as well as facilitating new device sales. The hardware and services business , which represents an average yearly revenue of SEK 45-55 million the last three years, offers potential to deliver more capabilities and services from the Techstep portfolio. The transfer of customers are done gradually from 1 May 2024.
Market outlook


→ To harvest productivity and efficiency gains, organisations need to get their mobile tech infrastructure in place and secured
Admin & Control
Lack of standardised processes, resources and competence for handling mobile tech infrastructure
Push for cost reductions due to inflation and global macroeconomic uncertainties
Focus on environmental impact and circularity due to regulatory compliance and brand governance
Cybersecurity
Increased threat level, security and privacy concerns for mobile devices and unmanaged endpoints


Strategic agreement to bring Techstep's highly scalable solutions to market

A global provider of subscription-based IT devices (DaaS), part of CHG-MERIDIAN Group. Reach across 190 countries, serves several major global customers Selected customers
Strategic agreement to bring Techstep's highly scalable mobile and circular tech platform to market





2024 2025
* Note: The Annual recurring revenue growth projection is prepared by the Company's management using its best estimate and judgment based on past experience and actual knowledge 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 certain of these assumptions could materially change the outcome of the growth projection

Full stack Managed Mobility and Circular Tech Enabler

Tailwind from a growing underlying market driven by digital transformation and focus on sustainability
High scalability through partner sales driving recurring revenue growth
Trusted by many large private and public customers

New management team with extensive experience
Focus on profitability, reduced annual cost base with +30% since 2022

17 The outlook is prepared by the Company's management using its best estimate and judgment based on past experience and actual knowledge 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 certain of these assumptions could materially change the outcome of the outlook



Our offering

customer needs and
wants.
19
| LTM | |||||
|---|---|---|---|---|---|
| (Amounts 1000) in NOK |
2021 | 2022 | 2023 | Q2 2024 |
|
| Revenue | 1 303 192 |
1 273 652 |
1 088 970 |
1 048 396 |
|
| Other revenue |
1 898 |
- | 521 | 604 | |
| Total revenues |
1 255 927 |
1 273 652 |
1 089 491 |
1 049 001 |
|
| of goods sold Cost |
(796 142) |
(813 534) |
(644 460) |
(615 038) |
|
| Salaries and personnel costs |
(281 620) |
(265 027) |
(207 964) |
(203 365) |
|
| operational Other costs |
(108 549) |
(109 626) |
(99 571) |
(92 706) |
|
| Depreciation | (108 229) |
(109 222) |
(107 603) |
(110 195) |
|
| Amortisation | (54 723) |
(58 492) |
(64 915) |
(66 057) |
|
| Other income and expenses |
(17 187) |
30 043 |
(1 476) |
(4 531) |
|
| (loss) Operating profit |
(110 522) |
(52 206) |
(36 498) |
(42 892) |
|
| Financial income |
12 232 |
5 601 |
10 456 |
6 725 |
|
| Financial expense |
(20 460) |
(17 565) |
(33 509) |
(21 882) |
|
| Profit before taxes |
(118 750) |
(64 170) |
(59 552) |
(58 049) |
|
| Income taxes |
16 091 |
(4 445) |
15 006 |
20 889 |
|
| (loss) profit period for the Net |
(102 660) |
(68 615) |
(44 546) |
(37 160) |
1) Revenues prior to 2023 have been restated, as commissions and kick-back related to Devices, has been reclassified from revenues to Cost of goods sold.
| ASSETS | 2021 | 2022 | 2023 | Q2 2024 |
|---|---|---|---|---|
| Non-current assets |
||||
| Deferred tax asset |
2 149 |
6 470 |
13 092 |
19 837 |
| Goodwill | 592 549 |
601 083 |
624 173 |
623 734 |
| relations and technology Customer |
183 214 |
182 296 |
160 991 |
141 772 |
| intangible Sum assets |
777 912 |
789 849 |
798 256 |
785 343 |
| related Device as a service Assets to |
142 766 |
160 703 |
159 501 |
142 566 |
| Other tangible assets |
36 276 |
37 361 |
31 511 |
30 274 |
| tangible Sum assets |
179 043 |
198 064 |
191 012 |
172 840 |
| investments Shares and |
590 | 608 | 695 | 44 |
| Other non-current assets |
1 224 |
2 655 |
3 222 |
3 396 |
| financial Sum assets |
1 814 |
3 264 |
3 917 |
3 440 |
| Total non-current assets |
958 768 |
991 176 |
993 185 |
961 623 |
| Inventories | 19 391 |
23 431 |
10 502 |
7 292 |
| receivable Accounts |
230 229 |
213 773 |
159 067 |
339 312 |
| receivables Other |
31 435 |
33 801 |
30 586 |
72 592 |
| inventories receivables Total and |
281 055 |
271 005 |
200 155 |
419 195 |
| equivalents Cash and cash |
50 350 |
61 119 |
77 459 |
15 362 |
| classified as held for sale Assets |
24 482 |
- | - | - |
| Total current assets |
355 887 |
332 124 |
277 614 |
434 557 |
| Total assets |
314 655 1 |
323 300 1 |
270 799 1 |
396 179 1 |
| EQUITY AND LIABILITIES |
2021 | 2022 | 2023 | Q2 2024 |
|---|---|---|---|---|
| Share | 209 | 305 | 31 | 31 |
| capital | 630 | 131 | 629 | 629 |
| Other | 344 | 266 | 542 | 781 |
| equity | 682 | 389 | 067 | 986 |
| equity attributable Total to the owners of Techstep |
312 ASA 554 |
520 571 |
573 697 |
813 615 |
| Non-controlling interests |
1 274 |
- | - | - |
| equity | 555 | 571 | 573 | 813 |
| Total | 586 | 520 | 697 | 615 |
| Deferred | 645 | 20 | 674 | 860 |
| tax | 14 | 536 | 14 | 11 |
| interest-bearing borrowings Non-current |
97 402 |
90 665 |
129 927 |
121 852 |
| Financial derivatives |
- | - | 4 092 |
1 892 |
| liabilities related to Hardware as a service Non-current |
20 314 |
20 848 |
19 316 |
16 905 |
| Other | 22 | 16 | 15 | 52 |
| non-current debt | 991 | 707 | 916 | 787 |
| non-current liabilities | 353 | 148 | 183 | 205 |
| Total | 155 | 756 | 924 | 295 |
| interest-bearing borrowings Current |
74 548 |
83 322 |
48 750 |
45 000 |
| Accounts payable | 193 | 205 | 198 | 142 |
| 833 | 797 | 353 | 954 | |
| liabilities related to hardware as a service Current |
210 661 |
168 160 |
167 231 |
152 811 |
| current liabilities | 124 | 145 | 98 | 403 |
| Other | 674 | 745 | 845 | 591 |
| current liabilities | 603 | 603 | 513 | 744 |
| Total | 716 | 024 | 179 | 357 |
| liabilities | 759 | 751 | 697 | 949 |
| Total | 069 | 780 | 103 | 652 |
| equity liabilities Total and |
1 314 655 |
1 323 300 |
1 270 799 |
1 763 267 |
| Q2 2024 |
Q2 2023 |
2023 FY |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| (Amounts in NOK |
Non | Non | Non | ||||||
| 1 000) | Current | current | Total | Current | current | Total | Current | current | Total |
| Seller's credit business related to combinations |
- | - | - | 14 519 |
- | 14 519 |
- | - | - |
| Bank loan |
000 45 |
121 852 |
166 852 |
101 901 |
941 1 |
103 842 |
48 750 |
129 927 |
178 677 |
| Bank overdraft |
- | - | - | 72 179 |
- | 72 179 |
- | - | - |
| Total | 000 45 |
121 852 |
166 852 |
188 599 |
941 1 |
190 540 |
48 750 |
129 927 |
178 677 |
The bank loan consists of a Term Loan A and Term Loan B of NOK 75 million each and a Revolving Credit Facility of NOK 30 million. The Bank overdraft is short term credit lines that consists of an overdraft facility of NOK 25 million and a seasonal facility of NOK 20 million.
The Term Loan A matures over 5 years, with quarterly straight-line amortisations, while the Term Loan B matures in 5 years.
The annual interest rates are:
In connection with the refinancing, Techstep ASA entered into an interest rate hedge agreement, where interest payments for 75% of the long-term borrowings are secured at a NIBOR base of 4.47% p.a. The duration of the agreement is for 5 years.
The Group was in compliance with the loan covenant requirements as at 30 June 2024.
| (Amounts in NOK 1 000) |
2021 | 2022 | 2023 | Q2 2024 LTM |
|---|---|---|---|---|
| Profit before tax |
(118 750) |
(64 170) |
(59 552) |
(58 049) |
| Depreciation equipment and other fixed assets |
94 786 | 95 459 | 93 498 | 97 427 |
| Depreciation right-of-use assets |
13 443 | 13 763 | 14 106 | 12 768 |
| Amortisation | 54 723 | 58 492 | 64 915 | 66 057 |
| Share-based payments | 3 946 | 4 091 | (1 014) |
(949) |
| Financial Instruments and other Gain from sale of PPE reclassified to investment |
- | - | 4 204 | 2 336 |
| activities | - | (42 642) |
(9 269) |
(7 645) |
| Net exchange differences | 2 136 | - | 4 252 | (181) |
| Taxes paid Interest expense (revenue) reclassified to |
(1 474) |
(996) | (2 386) |
2 623 |
| investing/financing activities |
7 880 | 12 807 | 13 584 | 13 510 |
| Changes in net operating working capital | 72 242 | 46 940 | 33 225 | 17 957 |
| Net cash flow from operational activities |
128 932 | 123 744 | 155 560 | 145 853 |
| (Amounts in NOK 1 000) |
2021 | 2022 | 2023 | Q2 2024 LTM |
|---|---|---|---|---|
| Payment for acquisition of subsidiaries | ||||
| net of cash acquired | (78 759) |
294 | - | - |
| Payment for equipment and other fixed assets | (141 392) |
(132 450) |
(112 733) |
(95 628) |
| Payment for intangible assets | (48 883) |
(52 250) |
(33 920) |
(28 277) |
| Proceeds from sale of property, plant and equipment | 27 393 | 3 499 | 17 071 | 16 339 |
| Proceeds from sale of business | 65 678 | - | - | - |
| Interest received | 1 368 | 531 | 1 068 | 1 505 |
| Net cash used on investment activities |
(174 595) |
(180 376) |
(128 514) |
(106 061) |
| Changes in ownership in Subsidiary | - | (9 000) |
- | - |
| Proceeds from issuance of shares | 101 853 | 76 969 | 230 | 230 |
| Proceeds from borrowings | 35 145 | 55 768 | 178 313 | 140 730 |
| Repayment of borrowings | (41 783) |
(29 019) |
(161 075) |
(145 817) |
| Lease repayments | (16 240) |
(15 423) |
(15 263) |
(14 280) |
| Interest paid | (7 731) |
(11 701) |
(14 935) |
(16 448) |
| financing activities Net cash flow from |
71 244 | 67 594 | (12 730) |
(35 585) |
| Net change in cash and cash equivalents |
25 581 | 10 959 | 14 316 | 4 207 |
| Cash and cash equivalents at beginning of period | 27 203 | 50 350 | 61 119 | 11 577 |
| Effects of exchange rate changes on cash and cash | ||||
| equivalents | (2 433) |
(191) | 2 024 | (421) |
| Cash and cash equivalents period at end of |
50 351 | 61 119 | 77 459 | 15 362 |
NOK million

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

Refocused commercial strategy with focus on partner agreements is expected to drive growth in recurring revenues
1) Recurring revenue for DaaS 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 last reporting month, 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.
* DaaS has been corrected due to error in the reported figures for Q2 2023. This has no effect on the financial figures.
-50%
-60%
-10%
40%
-30%
-10%
10%
30%
50%
70%
NOK million
30
100
100
300
500
20
70
120
170

Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Proforma EBITA adj. Proforma net GP Proforma EBITA adj./net GP

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
• Continued cost optimisation efforts yielding results
• LTM EBITA adj. stable despite declining net gross profit

Mr. Meier is a seasoned senior executive with more than 25 years of experience from the software and technology industry, including leadership, strategy, business development, sales, marketing, and operations. He has a proven track record of driving high performance teams and delivering profitable growth, and is passionate about driving transformation, innovation, growth and customer success. Prior to Techstep, he spent the ten past years with Microsoft Norway, where he served several positions at the leadership team, latest as Senior Director Marketing & Operations (COO) and Deputy General Manager. Previous experience includes four years of leadership positions at IBM in Norway and at a Nordic level, and almost ten years with Hewlett-Packard.

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).

Mr. Landerborn is an experienced executive with deep understanding of the mobile technology industry, having held several prominent positions within Techstep. This experience includes his role as Deputy Managing Director and Chief Operating Officer at Optidev AB, which Techstep acquired in 2020, and as part of Techstep's executive management team since 2022. He is passionate about strategy and operational excellence, mobile technology solutions together with a strong and winning company culture. He is actively involved in local tech initiatives in Borås, Sweden, to make sure raising Tech stars choose Techstep as their employer. Mr. Landerborn holds a bachelor's in computer science from the University of Borås.

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. 27

Ms. Lim has over 22 years of international brand, marketing and communication experience in telecom, food & beverage, media and pharmaceutical and HR tech. Ms Lim came to Techstep from the position as Marketing and Communication Director at Zalaris, a provider of simplified HR and payroll administration. Previous positions include 12 years with Telenor's international operations, where she worked through change and improvement projects across all 12 markets in which Telenor was involved. 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.
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)
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.
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.
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.
| Shareholder | # of shares | Ownership % |
|---|---|---|
| DATUM AS | 5 835 198 | 18.4 % |
| KARBON INVEST AS | 4 371 619 | 13.8 % |
| Swedbank AB | 2 524 685 | 8.0 % |
| VALSET INVEST AS | 1 426 810 | 4.5 % |
| CAMIKO AS | 886 260 | 2.8 % |
| AS CLIPPER | 869 566 | 2.7 % |
| STEENCO AS | 869 566 | 2.7 % |
| SPECTER INVEST AS | 625 900 | 2.0 % |
| VERDIPAPIRFONDET DNB SMB | 604 079 | 1.9 % |
| CIPRIANO AS | 599 916 | 1.9 % |
| Saxo Bank A/S | 572 861 | 1.8 % |
| GIMLE INVEST AS | 407 096 | 1.3 % |
| Sbakkejord AS | 333 134 | 1.1 % |
| TORSTEIN INGVALD TVENGE | 300 000 | 0.9 % |
| TIGERSTADEN AS | 275 000 | 0.9 % |
| TIGERSTADEN MARINE AS | 250 000 | 0.8 % |
| NILS GABRIEL ANDRESEN | 249 890 | 0.8 % |
| NORDHOLMEN AS | 238 372 | 0.8 % |
| HINVEST AS | 225 261 | 0.7 % |
| PIKA HOLDING AS | 214 346 | 0.7 % |
| 21 679 559 | 68.5 % | |
| Total number of shares | 31 629 381 | 100 % |
1) Karbon Invest AS is owned by the Board member Jens Rugseth
Duo Jag AS, which is partly owned by Board member Ingrid Leisner, owns 60,157 shares in Techstep ASA Hermia AS, which is partly owned by Board member Harald Arnet, owns 63 439 shares in Techstep ASA

| How | • | Delivering best-in-class services and user experiences | |||||
|---|---|---|---|---|---|---|---|
| What | • | Making our expertise and solutions available as comprehensive services to grow and increase relevancy |
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| Why | • | Empower companies through market leading mobile and circular technology solution to create value and accelerate sustainability |
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| How | AMBITION European leading Mobile & Circular Technology Circular Technology Company 30 |
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.
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. Some of the Group's customers are public entities within the public sector, which carry various and unique risks inherent in the public sector contracting process, inter alia limited room for negotiation, more publicity and public procurement rules.
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 mobile technology 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 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 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 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:
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.
To become a fully integrated mobile technology 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 enter strategic partnerships to grow its indirect sales channel for highly scalable products. The Group may experience difficulties in developing or integrating these partnerships and solutions into its existing operations. Future growth will depend upon a number of factors, both within and outside of the Company's control, including partners growing their operations. The Group may not be successful in expanding its operations, and any expansion may not be profitable, or may result in lossess 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 or partnerships. 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'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's business and organisation has undergone and is currently undergoing a fundamental transformation into a software and solution-driven mobility provider. Going forward, Techstep will continue to 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 not fully achieve its continued 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 any 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 ambitions for 2024 and 2025.
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 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'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 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'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 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 materialise, it may have a material adverse effect on the Group's business, results of operations, financial position, cash flows and/ or prospects.
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, lengthy and involve risks. There can be no assurance that the integration will be successful in the short-, medium- 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.
Mobile devices have a complex, multifaceted supply chain with increased risk of disruptions such as component shortage, various production, logistics and transportation challenges occurring along the value chain i.e. due to political or economic instability, climate change or shortage of raw materials. Significant disruptions in the supply chain 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.
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.
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.
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.
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.
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'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. Currently, the Company does not use any hedging instruments for exchange rate fluctuations. 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 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.
Further, the Company is transforming itself from a transactional business model to a software-led recurring revenue model, which leads to postponed cash inflows, negatively affecting the liquidity of the Group. Investments in simplification and standardisation of the Company's product portfolio and solutions, new organizational capabilities and acquisitions and integration, have furthermore increased the Company's debt over time.
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.
The Group has a substantial amount of intangible assets. Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The recognised values of goodwill and intangible assets are material to the 2023 financial statements as a whole, and it is important that the user of the Group's financial statements understands the existence of an inherent uncertainty pertaining to the recognised values. There is no guarantee that the Group will not incur impairment losses in the future. Any significant impairment losses could materially and adversely affect the Groups profitability
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.
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.
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.
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.


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