Techstep ASA — M&A Activity 2015

Feb 13, 2015

INFORMATION DOCUMENT

Birdstep Technology ASA

In connection with the sale of all shares in Birdstep Technology OY to Elektrobit Technologies OY

NO SHARES OR OTHER SECURITIES ARE BEING OFFERED OR SOLD IN ANY JURISDICTION PURSUANT TO THIS INFORMATION DOCUMENT

13 February 2015

IMPORTANT NOTICE

This information document (the "Information Document") has been prepared in connection with Birdstep Technology ASA's ("Birdstep" or the "Company") sale of all shares in Birdstep Technology Oy ("BTOY") to Elektrobit Technologies Oy ("EB"), as defined herein (the "Transaction").

No shares or other securities are being offered or sold in any jurisdiction pursuant to this Information Document.

This Information Document has been submitted to Oslo Stock Exchange for review before it was published. This Information Document is not a prospectus and has neither been inspected nor approved by The Financial Supervisory Authority of Norway (No. Finanstilsynet) in accordance with the rules that apply to prospectuses.

All inquiries relating to this Information Document must be directed to Birdstep. No other person is authorised to give any information about, or to make any representations on behalf of, Birdstep in connection with the Transaction. If any such information is given or made, it must not be relied upon as having been authorised by Birdstep. The information contained herein is valid as at the date hereof and is subject to change, completion and amendment without further notice.

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

The distribution of this Information Document in certain jurisdictions may be restricted by law. Birdstep requires persons in possession of this Information Document to inform themselves about, and to observe, any such restrictions.

Birdstep has not registered any of its shares under the United States Securities Act of 1933, as amended (the "Securities Act"), and its shares may not be offered or sold in the United States of America absent registration or an exemption from registration. Birdstep does not intend to register any of its shares pursuant to the Securities Act.

Investing in the Company's shares involves risks. See section 1 "Risk Factors" below.

Table of Contents

1. RISK FACTORS
1.1 Risk factors related to the Company and the industry in which it operates5
1.2 Risk factors related to the Company's shares
2. RESPONSIBILITY FOR THE INFORMATION DOCUMENT
2.1 The Board of Directors
2.2 Information sourced from third parties
3. THE TRANSACTION
3.1 The Transaction
3.1.1 The cost for the Transaction
3.2 Background and rationale for the Transaction
3.3 Description of the business to which the Transaction applies
3.3.1 The business to which the transaction applies
3.3.2 Board of directors, management and employees of BTOY
3.3.3 Key figures for the business
3.3.4 The significance of the Transaction to the Company
3.4 Agreements for the benefit of executive management or board members in connection with the Transaction
4. PRESENTATION OF BIRDSTEP TECHNOLOGY ASA
4.1 General
4.2 Legal Structure
4.2.1 Birdstep Technology AB
4.2.2 Birdstep Technology San Francisco, Inc.
4.3 Board of Directors, Executive Management and Employees
4.3.1 Board of directors
4.3.2 Executive Management
4.3.3 Employees 4.4 Statutory auditors
4.5 Share capital and shareholders
4.5.1 Share capital 4.5.2 Shareholders
4.6 Business description
4.7 Strategy and vision

4.9 Corporate governance
4.10 Dependency of patents, licenses or specific agreements etc.
4.11 Major contracts
4.12 Legal and arbitration proceedings related to the business
5. HISTORICAL FINANCIAL INFORMATION
5.1 Selected financial information for Birdstep Group
5.2 Auditing of historical annual information
6. UNAUDITED PRO FORMA FINANCIAL INFORMATION
6.1 Unaudited pro forma condensed financial information - income statement for the nine months ending 30 September 2014
6.2 Unaudited pro forma condensed financial information - income statement per 31 December 2013
6.3 Unaudited pro forma condensed financial information - balance sheet as of 30 September 2014
6.4 Unaudited pro forma condensed financial information - balance sheet as of 31 December 2013
6.5 Independent assurance report on pro forma financial information
7. CAPITAL RESOURCES
7.1Summarised Consolidated Cash Flow
8. ADDITIONAL INFORMATION
8.1 Documents on display
8.2 Documents incorporated by reference

ANNEX 1: Independent assurance report on pro forma financial information

ANNEX 2: Annual Report 2013, Birdstep Technology Oy

1. RISK FACTORS

Before investing in the Company, investors should carefully consider all of the information contained in this Information Document, and in particular the following risk factors, which may affect some or all of the Company's activities, the industry in which it operates and the Company's shares. The risk factors described below are not the only ones that will be faced by the Company. Other risks and uncertainties, including those management of the Company does not currently consider material, may impair the Company's business. The risk factors discussed below may materially adversely affect the business, financial condition, operating results or cash flow of the Company. The order in which risk factors appear is not intended as an indication of the relative weight or importance thereof. Such information is presented as of the date hereof and is subject to change without notice.

1.1 Risk factors related to the Company and the industry in which it operates

• As with any other development business, time itself may be characterized as a risk factor. In the following sub-chapters, time and delays are inherent parts of many of the risk factors. Most challenges may be solved with time, but there is an inherent risk that a delay itself may cause a product to fail or that the delay and incurred cost may become a challenge to the Company.
• The Group is active in a number of regions, of which some are politically volatile
• The Group is exposed to the economic cycle, as changes in the general economic situation could affect demand for the Group's products
• The Group's profitability may be adversely affected during any period of unexpected or rapid increase in interest rates
• Because a portion of Birdstep's business is conducted in currencies other than Norwegian Kroner, the Company will be exposed to volatility associated with foreign currency exchange rates in the course of business. There can be no assurance that the Company will not experience currency losses in the future.
• The Group is exposed to credit risk, which is mainly related to accounts receivable and other current assets
• The Group is exposed to liquidity risk in that it may not be able to service its financial obligations as they fall due
• The Group is dependent upon key individuals in the organisation. If such key individuals were to end their employment in the Company, this could bring about negative consequences for the future development of the Company
• If Birdstep fails to protect its intellectual property rights, competitors may be able to use Birdstep's technology and know-how, and this could weaken the Company's competitive position, reduce revenue and increase costs. Birdstep's success is heavily dependent on proprietary technology. The Company relies primarily on a combination of patent, trademark, trade secrets, confidentiality procedures and contractual provisions to protect intellectual property in the products and services. These laws and procedures provide only limited protection. The intellectual property rights owned by Birdstep may not provide sufficiently broad protection, both regarding scope, territorial protection and otherwise, or they may not be enforceable in actions against alleged infringes. As well, despite precautions that are taken, it may be possible for unauthorized third parties to copy or reverse engineer aspects of the current or future products or to independently develop similar or superior technology or design concerning the patents the Company owns.

Infringement of Birdstep's intellectual property rights can be costly for Birdstep either directly (infringement process) or indirectly (loss of sales). A claim of infringement against Birdstep could injure the Company's reputation and adversely affect the ability to sell and develop products and technology.

Third parties may claim that Birdstep's current or future products infringe their proprietary rights, and these claims, whether they have merit or not, could harm the business by increasing costs or reducing Birdstep's revenue. If Birdstep infringes third party proprietary rights, such infringement may cease the production and/or development of the products and/or technology infringing third parties. No search has been conducted to discover to what extent Birdstep is infringing third party rights. However, no such claim has been put forward by any third party against Birdstep to date.

• As part of the growth strategy in connection with the commercialization of the Technology division, joint ventures and strategic alliances will be constantly evaluated. There are risks and uncertainties concerning the ability to identify and implement joint ventures or strategic alliances. The failure of identifying and implementing such partners may have an adverse effect on the Company's growth, earnings and market capitalization.
• Birdstep's future success will depend to a large extent upon the Company's ability to invent and $\bullet$ develop new product candidates in a timely manner. Technological product development involves a high degree of risk. Birdstep may prove not to have the ability to invent, explore and develop product candidates that are of value to the market.
• Birdstep may seek to raise capital through collaborative arrangements, strategic alliances, $\bullet$ and/or equity and debt financings or from other sources. However, the Company may prove unable to raise such additional capital on commercially acceptable terms, if at all. If Birdstep is unable to generate adequate funds from operations or from additional sources, then the business, results of operations and financial condition may be materially and adversely affected.

1.2 Risk factors related to the Company's shares

• The price at which the Company's Shares are traded may fluctuate significantly as a result of, inter alia, changes in operating results, business and technological developments, general economic outlook and macroeconomic factors. Many of these will be outside the Company's control and may be independent of its operational and financial development.
• Beneficial owners of the shares that are registered in a nominee account (e.g., through $\bullet$ brokers, dealers or other third parties) may not be able to vote for such shares unless their ownership is re-registered in their names with the VPS prior to the Company's general meetings. The Company cannot guarantee that beneficial owners of the shares will receive the notice for a general meeting in time to instruct their nominees to effect a re-registration of their shares or otherwise arrange for votes to be cast for such shares.
• Although the Company's shares are listed, there is no guarantee for a liquid market for the $\bullet$ shares at all times. The Shares may not be easily disposed of at all times

2. RESPONSIBILITY FOR THE INFORMATION DOCUMENT

2.1 The Board of Directors

The Board of Directors of Birdstep Technology ASA hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Information Document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

Oslo, 13 February 2015

The Board of Directors of Birdstep Technology ASA

Tom Nyman Chairman

人心 (元)

Kirsten English

Hme Hames

Arne Aarnes

Þamíð

Anna Malm Bernsten

lan Jenks

2.2 Information sourced from third parties

The information in this Information Document that has been sourced from third parties has been accurately reproduced and as far as the Company is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading, The source of third party information is identified, if and where used.

3 THE TRANSACTION

3.1 The Transaction

The Company and EB entered into a Share Purchase Agreement on January 2, 2015 whereby EB acquired 100% of the shares in BTOY from the Company as of the same date.

The Company's sale of 100 % of the shares in BTOY to EB will herein be referred to as the "Transaction".

The purchase price for the Transaction is EUR 1.9 million in cash on the closing date and before accounting for transaction costs. The purchase price consist of Enterprise Value of EUR 2 million less Net Debt of EUR 0.1 million. The purchase price is net of cash and cash equivalents. Thirty days post-closing date, and once the 2014 audited financials are available, adjustments to the purchase price will be made by considering any net working capital (NWC) or net debts adjustments.

The parties have agreed an escrow arrangement intended for the settling of claims for breach of warranties. The escrow amount is EUR 200,000, which amount, subject to any claims, will be released at the expiry of a period of 6 months from the closing date.

The Transaction was notified to Oslo Stock Exchange on January 2, 2015 and a Detailed Stock Exchange Announcement was disclosed on January 6, 2015.

3.1.1 The cost for the Transaction

The cost of implementing the Transaction is app. NOK 1.4 million.

3.2 Background and rationale for the Transaction

Over the past years the Company has been evaluating and implemented ways to better leverage the synergies between Secure Mobility and Smart Mobile Data solutions. The first step was to alter the product- and development strategies to better leverage the same or similar products across the enterprise and service provider markets. Next step was to build a stronger sales team by consolidating its expertise into one team with the goal to leverage synergies, bringing more efficiency to the daily work and also to be able to look at the accounts with a wider perspective.

But despite the efforts to find synergies for Secure Mobility and Smart Mobile Data the strategic direction for the different business areas has further diverged. Smart Mobile Data has also established itself as the major area of growth for the Company. With this Transaction the Company provides opportunity and foundation for both to focus, grow and to create stronger positions in the market.

3.3 Description of the business to which the Transaction applies

3.3.1 The business to which the transaction applies

BTOY is a global provider of secure, seamless mobility software and related services for enterprises, governmental and defense organisations.

BTOY owns the IP rights to and develop and sell the product portfolio Secure Mobility and has its registered address at Stella Business Park, Lars Sonckin kaari 16, FI-02600, Espoo Finland.

The portfolio spans products and services for secure and seamless connectivity for corporations.

BTOY has one main product area; Secure Mobility ("SM"), leveraging the demand for mobile broadband security through its main products SafeMove Mobile VPN and Secure Android Tool kit.

3.3.2 Board of directors, management and employees of BTOY

The table below sets forth the board members up and until the transfer date:

Name	Position
Matti Mujunen	Chairman
Tom Nyman	Board member

The management of the Company also served as management of BTOY, see section 4.3.2.

As of the date of the transfer, the total number of employees within BTOY were 19.

3.3.3 Key figures for the business

The table below shows selected financial information for BTOY as at the dates and for the years indicated, which have been extracted without material adjustment from the Company's audited annual reports for 2013, 2012 and 2011 which may be found at the Company's website, www.birdstep.com and which are incorporated by reference to this Information Document. The financial figures in the table below are only an extract and must be read in conjunction with the complete financial statements including notes and auditor's statement for 2013, 2012 and 2011.

BTOY's key figures (in NOK 1 000):

	2013	2012	2011
Operating revenue	19 372	15718	20795
Operating result (EBITDA)	$-2.357$	$-6932$	$-15687$
Total assets	8 344	4 452	17613

The table below shows selected financial information for BTOY for the third quarter of 2014, which have been extracted from the Company's unaudited interim financial report for Q3 2014.

BTOY's key figures (in NOK 1 000):

	Q3 2014	Q3 2013	$1$ Jan $-$ 30 Sept 2014	$1$ Jan $-30$ Sept 2013
- Operating revenue	5791	4 491	17525	13 069
- Operating result (EBIT)	266	-708	$-1114$	$-2879$
- Total assets	4016	3555	4 0 1 6	3555

3.3.4 The significance of the Transaction to the Company

The Company will after this Transaction, be able to focus entirely on Smart Mobile Data services, offering advanced solutions for Mobile Network Operators, Cable Network Operators and device manufacturers. The new capital will be used to further focus on growth, expanding geographically, develop the product portfolio and strengthening the Company's position in high growth markets such as the US and Asia.

The gross proceed alone from the Transaction of approximately NOK 14 million represent NOK 0.15 per share in value to Birdstep's shareholders.

The transaction will have no impact on the company's revenue generated from its existing Smart Mobile Data customer as BTOY Secure Mobility offering is towards enterprises, governmental and defense organisations, while Smart Mobile Data customers are mainly the MNO's, MSO's, MVNO's and the OEM's.

The transaction however, will result in that the company's EBIT being reduced as a result of external earnings generated by BTOY and will not be part of the group consolidated accounts (please refer to 6.1 and 6.2 unaudited pro forma financial information for more details). The proceeds from the transaction will increase the company's cash and cash equivalents by approximately NOK 14 million, other than that there is no impact on the company's assets and liabilities due to the transaction.

3.4 Agreements for the benefit of executive management or board members in connection with the Transaction

With the exception of the below, there are no agreements, existing or contemplated, in connection with the Transaction that involve extraordinary benefits for senior employees or members of the board of directors in the Company or BTOY.

A settlement agreement has been agreed between the Company and Matti Mujunen, chairman of BTOY, according to which Mr. Mujunen received an amount of EUR 15,000 for his role in the Transaction.

4. PRESENTATION OF BIRDSTEP TECHNOLOGY ASA

4.1 General

Birdstep Technology ASA was incorporated in August 1996 with organisation number 977 037 093. The Company is organized as a public limited liability company in accordance with the Norwegian Public Limited Companies Act. The Company's Articles of Association was last changed on December 23, 2014, available at http://www.birdstep.com/media/227755/vedtekter_23_december_2014.pdf.

Its registered office is Henrik Ibsens Gate 100, 0230 Oslo, Norway, telephone: +47 23 27 51 66, web address: http://www.birdstep.com.

The Company is listed on the Oslo Stock Exchange since 2002, with ticker "BIRD".

Year	Description	Change in	Share capital	Par value per	Total number
		share capital	after change	share	of shares
[Dec 2010]			7,105,797	NOK 0.10	71,057,970
Dec 2011	Option program	30,682.60	7,136,479.60	NOK 0.10	71,364,796
Oct 2012	Private	2,000,000	9,136,479.60	NOK 0.10	91,364,796
	placement
Nov 2012	Subsequent	61,983	9,198,462.60	NOK 0.10	91,984,626
	offering
Oct 2013	Private	813,700	10,012,162.70	NOK 0.10	100,121,627
	placement
May 2014	Option	150,000	10,162,162.70	NOK 0.10	101,621,627
	agreement

The table below shows the development in the Company's share capital from 1 January 2011.

4.2 Legal Structure

As of the date of this Information Document Birdstep Technology ASA is the parent company in the Company Group, and its subsidiaries consists of Birdstep Technology AB and Birdstep Technology San Francisco, Inc. Up and until 31 December 2014 Birdstep Technology ASA was an operating company, but is as of 1 January 2015 a holding company with Birdstep Technology AB as the operating company within the Group.

See below for a description of the Group's subsidiaries.

4.2.1 Birdstep Technology AB

Birdstep Technology AB is a wholly owned subsidiary of Birdstep and has its registered address at Hälsingegatan 32, 7 floor, S-113 43 Stockholm, Sweden. It is the development centre for Smart Mobile Data product portfolio.

4.2.2 Birdstep Technology San Francisco, Inc.

Birdstep Technology San Francisco Inc. is a wholly owned subsidiary of Birdstep and has its registered address at 665 Third Street, #536, San Francisco, CA 941 07, USA. It provides marketing, and pre-sales support and services to US customers.

4.3 Board of Directors, Executive Management and Employees

4.3.1 Board of directors

The table below sets forth the Company's current board members and their holdings of shares (directly or indirectly) and options (if any) in the Company as set at the date of this Information Document:

Name	Position	No. of shares	No. of options
Tom Nyman*	Chairman of the Board	26 279 771	O
Kirsten English	Board member	18700
Arne Aarnes	Board member	1672 200
Anna Malm Bernsten	Board member	0
lan Jenks	Board member		0

* Shares owned by Pod Investment, where Mr. Nyman is an executive director.

The Company's business address serve as c/o address in relation to each of the members of the board.

Each of the board members do have external assignments outside their role as member of the Company's board of directors, though none that impact their ability or possibility to serve as a member of the Company's board of directors.

There are no agreements providing for benefits upon termination of the services as member of the board to any of the board members. There are no changes to the members of the Board of Directors due to the Transaction.

4.3.2 Executive Management

The table below sets forth the Company's current executive management, their holdings of shares (directly or indirectly) and options (if any) in the Company and significant external activities (if any) as set at the date of this Information Document:

Name	Position	No. of shares	No. of options	Significant external activities
Lonnie Schilling	CEO	37000	$\overline{0}$
Sophie Rabenius*	CFO	0	0
Hassan Tabrizi	Acting CFO	$\Omega$	0
Britt Alexandersson	Global HR Manager	0	0
Marie-Louise Nilsson	VP Market Communications	0	$\Omega$

Anders Storm	VP Engineering & Operations	224 348
Sanna Tiilikainen	VP Secure Mobility		٠

* On maternity leave from 17 October 2014

With the exception of the below, none of the members of the management team has any contracts providing for special benefits upon termination of employment. The CEO, Lonnie Schilling has a mutual termination notice of 6 months.

The Company's business address serve as c/o address in relation to the members of the executive management.

Sanna Tiilikainen is employed by BTOY and will not be part of the executive management after the Transaction.

4.3.3 Employees

After the Transaction and as of the date of this Information Document, the total number of employees within the Group is 46.

4.4 Statutory auditors

BDO AS ("BDO") has been the Company's statutory auditor since 2009 and has audited the Company's consolidated financial statements for 2013, 2012 and 2011. BDO's address is Postboks 1704 Vika, 0121 Oslo, Norway. BDO is a member of Den Norske Revisorforening (The Norwegian Institute of Public Accountants).

The auditor's reports for the financial years 2013, 1012 and 2011 are incorporated by reference to this Information Document (see section 8.2 "Incorporation by reference").

There is no change to the Company's statutory auditor due to the Transaction.

4.5 Share capital and shareholders

4.5.1 Share capital

The Company's current share capital is NOK 10 162 162.70 divided on 101 621 627 ordinary shares with a par value of NOK 0.10. The shares are issued and fully paid. Birdstep has only one class of shares and all shareholders have equal rights according to Norwegian law. The shares are freely transferable, and each share gives the right to one vote at the Company's general meeting.

As of the date of this Information Document the Company holds 21 055 treasury shares.

4.5.2 Shareholders

As per 23 January 2015 the Company had 2 703 shareholders, out of which 92 are foreign. The foreign shareholders represent an ownership of 47.9421% of the total share capital. The table below shows the 20 largest shareholders in the Company as registered in the VPS 23 January 2015.

Holding	Percentage	Name	Account type Citizenship
26,279,771	25.86%	Skandinaviska Enskil A/C CLIENTS ACCOUNT	NOM	SWE
10,672,956	10.50%	Morgan Stanley & Co. MS & CO LLC MSCO CLI	NOM	USA
7,587,244	7.47%	Goldman Sachs & Co E GOLDMAN SACHS & CO -	NOM	USA
7,582,850	7.46%	MP PENSJON PK		NOR
2,600,000	2.56%	FRES AS C/O DNB Luxembourg S		NOR
1,672,200	1.65%	AIC INVEST AS		NOR
1,608,295	1.58%	HAGEN INVEST AS		NOR
1,000,000	0.98%	ALDEN AS		NOR
950,000	0.93%	KRISTIANSEN ASBJØRN STEN		NOR
918,500	0.90%	CHRISTIANIA SECURITI MEGLERKONTO INNLAND	MEG	NOR
910,000	0.90%	Petroleum Invest		NOR
900,000	0.89%	RONOLD ARNE		NOR
852,601	0.84%	ØREN ÅGE		NOR
824,596	0.81%	K VAULE HOLDING AS		NOR
805,789	0.79%	HOFSTAD STEINAR		NOR
800,000	0.79%	EINARSEN EVEN HARALD		NOR
710,000	0.70%	STOKO AS		NOR
623,104	0.61%	Nordea Bank Finland CLIENTS ACC	NOM	FIN
600,000	0.59%	EPSILON AS		NOR
584,424	0.58%	NORDNET BANK AB	NOM	SWE
68,482,330	67.39%

The following shareholders owned more than 5% of the issued share capital in the Company on 23 January 2015: Pod Investment (26 279 771 shares, representing 25.86041% of total share capital), Sophrosyne Capital, LLC (18 260 200 shares, representing 17.96881% of total share capital and MP Pension PK (7 582 850 shares, representing 7.46185% of the total share capital).

As far as the Company is aware, there is no other natural or legal person other than the above mentioned, which directly or indirectly has a shareholding in the Company above 5 per cent, which is noticeable under Norwegian law. Shareholders with ownership exceeding 5 per cent must comply with disclosure obligations according to the Norwegian Securities Trading Act section 4.3.

4.6 Business description

Birdstep is a global provider of Smart Mobile Data for operators and OEM's (Original Equipment Manufacturer). The Smart Mobile Data services offer advanced solutions for data offload & intelligent network selection, support automation and end user communication.

Birdstep is focusing on three key areas of rapidly expanding mobile data services in the cellular market. These are; intelligent data between cellular and Wi-Fi, intelligent marketing capabilities and smart data analytics. Through these offerings, Birdstep adds meaning to raw data and enables service providers to maximize data-related revenue opportunities over the coming years while providing tools to aggressively reduce infrastructure costs.

The market remains strong with new opportunities emerging both in geographies and sectors. The demand for Birdstep's Smart Mobile Data solutions around the world, especially in North America and Asia Pacific, is still growing. The Far East is becoming an increasingly important region for Birdstep. Mobile traffic is growing faster there than the rest of the world, driven by rapidly increasing penetration of bandwidth-hungry wireless devices, particularly smartphones and tablets. By providing visibility across the Wi-Fi and cellular infrastructures, the Smart Mobile Data products are generating equal interest in Europe, where many operators are more concerned with ensuring an optimal customer experience once data has been offloaded. Europe's potential is unchanged but the economic climate has lengthened sales cycles.

In 2014 The Company released all new Intelligent Network Selection and Always Smartest Connected (ASC) solutions. With Birdstep's EasySmart operators can allow subscribers to seamlessly move between different connections within a HetNet environment such as Wi-Fi and cellular, based on business logic provided to the EasySmart Smartphone client through Birdstep's SmartANDSF Policy Server. Birdstep's Always Smartest Connection works in conjunction with EasySmart ensuring the network with the best available quality is available to the subscriber.

The table below shows selected financial information for the Birdstep group for 2013, 2012 and 2011 by segment and geographic market, which have been extracted without material adjustment from the Company's audited annual reports for 2013, 2012 and 2011 which may be found at the Company's website, www.birdstep.com and which are incorporated by reference to this Information Document (see section 8.2). The financial figures in the table below are only an extract and must be read in conjunction with the complete financial statements including notes and auditor's statement for 2013, 2012 and 2011.

The table below also shows the total revenue by segment and geographic market for the third quarter of 2014 and 2013. The segment reporting have been extracted from the Company's unaudited interim financial report for Q1-Q3 2014. In addition and based on the quarter reports, the segment reporting has been further detailed by geo markets.

(in thousands of NUK).								$1$ Jan $-30$ Sep $1$ Jan $-30$ Sep
Geo.	Segment	2013	2012	2011	Q3 2014	Q3 2013	2014	2013
USA	SMD	44,542	15,635	5,189	10,964	10,594	37,079	32,706
USA	SM	1,849	631	417	298	11	635	228
Total USA		46,391	16,266	5,606	11,262	10,605	37,714	32,934
Europe	SMD	7,136	12,455	24,236	1,014	1,288	2,348	6,128
Europe	SM	17,524	15,038	20,378	5,493	4,480	16,474	12,841
Total Europe		24,660	27,493	44,614	6,507	5,768	18,822	18,969
Middle East/Africa	SMD	133	240	1,032	۰	96		133
Middle East/Africa	SM		۰	$\blacksquare$	-		$\overline{\phantom{a}}$
Total Middle East/Africa		133	240	1,032		96	$\blacksquare$	133
Asia	SMD	٠	82		٠
Asia	SM	۰	49	-	۰	$\overline{\phantom{a}}$	416
Total Asia			131	۰	۰	٠	416	$\hbox{\small -}$
Αll	SMD	51,811	28,413	30,457	11,978	11,978	39,427	38,967
	SM	19,373	15,718	20,795	5,791	4,491	17,525	13,069
	Total	71.184	44.131	51,252	17,769	16,469	56,952	52,036

(In thousands of NOK)

4.7 Strategy and vision

As The Company after the transaction on January 2^nd is restructured with a new focus, the vision is under review. However, an important part of the strategy has been and is continuously to identify new markets that The Company can take its existing product portfolio into, therefore maximizing the investments into new products and services. Thus far The Company has identified and are active in the fixed and mobile network sectors, cable TV networks, Wi-Fi Aggregator networks and device OEM's. Over the last year the Company has been investigating the many sectors of the IoT (Internet of Things) and have identified the new Connected Car sector as an area of opportunity where its products would bring value to a very young, yet potentially global market.

4.8 Trends

The Group has not experienced any significant changes or trends in production, sales and inventory, and costs and selling prices since the end of December 2013 and up until the date of this Information Document.

Recent market trends experienced by the Group is a somehow maturing market for the Group's legacy products in mobile broadband connection management on USB modems, with declining growth rates. On the other hand, the market penetration of smartphones and tablets show phenomenal growth, as does data traffic.

Except for this Transaction, the Company has not experienced any significant changes in the financial or trading position of the Company, which has occurred since 30 September 2014.

4.9 Corporate governance

Birdstep believes that the principles of corporate governance are important in securing shareholder values, a positive and robust corporate culture and a good reputation with the company's stakeholders.

Birdstep's principles for corporate governance are primarily based on Norwegian law, regulations by the Oslo stock exchange and the Norwegian Code of Practice for corporate governance published on 23 October, 2012 (the "Code"). The Board of Directors provides a report on the company's corporate governance in the annual report.

As per this date, the Company complies with the Code with the exception of the deviations as described in the annual report for 2013. The corporate governance description in the annual report for 2013 is incorporated by reference to this Information Document (see section 8.2 "Incorporation by reference").

4.10 Dependency of patents, licenses or specific agreements etc.

The business or profitability of the Company is not dependent upon any material patents or licenses, industrial, commercial or financial contracts or new manufacturing processes.

4.11 Major contracts

There are no major contracts in which the Company or its subsidiaries are a part, and which have been entered during the two last years prior to the date of this Information Document other than contracts entered into within the ordinary course of business.

There are no other contracts (except contracts within the ordinary course of business) entered into by the Company or its subsidiaries, and which include stipulations that provides obligations or rights that are of importance to the Group at the date of this Information Document.

4.12 Legal and arbitration proceedings related to the business

As of the date of this Information Document and during the course of the preceding 12 months, the Group is not and has not been involved in any legal, governmental or arbitration proceedings, which may have, or have had in the recent past, significant effects on the Group's financial position or profitability. Nor is the Group aware of any such proceedings, pending or threatened.

5. HISTORICAL FINANCIAL INFORMATION

5.1 Selected financial information for Birdstep Group

The table below shows selected financial information for the Birdstep group as at the dates and for the years indicated, which have been extracted without material adjustment from the Company's audited annual reports for 2013, 2012 and 2011 which may be found at the Company's website, www.birdstep.com and which are incorporated by reference to this Information Document (see section 8.2 "Incorporation by reference" below). The financial figures in the table below are only an extract and must be read in conjunction with the complete financial statements including notes and auditor's statement for 2013, 2012 and 2011.

	2013	2012	2011
- Operating revenue	71 185	44 131	51 2 52
- Operating result	160	$-25004$	$-35442$
(EBITDA)
- Total assets	89463	80832	107 614
- Total shareholders	70816	58 622	80853
equity

Birdstep Group key figures (in NOK 1000):

The table below shows selected financial information for the Birdstep group for the third quarter of 2014, which have been extracted from the Company's unaudited interim financial report for Q3 2014, which is incorporated by reference to this Information Document (see section 8.2 "Incorporation by reference" below).

Birdstep Group key figures (in NOK 1000):

		2014	Sept 2013
	16469	56 952	52 036
244	$-1886$	$-1.380$	$-818$
	73 304	84 536	73 304
	51797	66 7 24	51797
	17 770 84 536 66724

5.2 Auditing of historical annual information

BDO AS has audited the annual financial statement for Birdstep for the financial year 2013, 2012 and 2011. The auditor's reports for the financial years 2013, 2012 and 2011 are incorporated by reference to this Information Document (see section 8.2 "incorporation by reference").

The financial information for the third quarter 2014 has not been audited or been subject to a limited scope audit.

There is no other information in the Information Document, which has been audited.

6. UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma condensed consolidated information has been prepared for illustrative purposes only. The pro forma information is based on certain management assumptions and adjustments made to illustrate what the financial results of the Birdstep group might have been had the Transaction (as described in Section 3 "Description of the Transaction") occurred on 1 January 2013. The unaudited pro forma condensed consolidated financial information should be read in conjunction with Birdstep's audited consolidated financial statements for 2013. The unaudited pro forma condensed consolidated financial information addresses a hypothetical situation, and therefore, does not represent the remaining Birdstep group's actual financial position or results as it would have been had the Transaction in fact occurred at an earlier date, and is not representative of the results of operations for any future periods.

It should be noted that greater uncertainty is attached to the unaudited pro forma financial information than ordinary historical accounting information. Investors are cautioned against placing undue confidence on this unaudited pro forma condensed consolidated financial information.

The unaudited pro forma condensed consolidated financial information shows how the Transaction might have affected the remaining Birdstep's consolidated income statement for 2013 and the nine months ended 30 September 2014 if the Transaction had taken place on 1 January 2013. In addition, it is shown below how the consolidated balance sheet as of 31 December 2013 and 30 September 2014 might have been if the Transaction had occurred at 31 December 2013 and 30 September 2014 respectively.

The unaudited pro forma condensed consolidated financial information is based on the audited financial statements for the year ended 31 December 2013 and the unaudited interim financial report for Q3 2014 of the Birdstep group, incorporated to this Information Document by reference.

Selected financial information is available in Section 5.1 "Selected financial information for Birdstep Group".

The accounting principles applied for the Birdstep group are in accordance with those accounting principles outlined in note 1 to the Birdstep group's annual financial statements for 2013, incorporated by reference to this Information Document, see Section 8.2 "Incorporation by reference". The unaudited pro forma condensed consolidated financial information for the Birdstep group does not include all information required for financial statements under IFRS, and should be read in conjunction with the historical information for Birdstep. The pro forma figures have been prepared by using the same accounting principles as for 2013.

The unaudited pro forma condensed financial information is based on the audited and unaudited historical financial information of the Birdstep group adjusted for the sale of the asset, which relate to the Transaction, see Section 3 "The Transaction".

(Tables see next pages)

6.1 Unaudited pro forma condensed financial information - income statement for the nine months ending 30 September 2014.

In thousands of NOK , except share and per share data)

	Notes	30.09.2014	Pro Forma adjustments Birdstep Technology Oy	Pro Forma adjustments management fee	Pro Forma adjustments Sale of BT OY	Pro Forma Birdstep Group
OPERATING REVENUES		56,952	$-17,525$	0	0	39,427
Cost of Sales		$-4,012$	1,882	$\Omega$	$\Omega$	$-2,130$
OPERATING EXPENSES		$-38,011$	8,908	0	o	$-29,103$
Salaries and wages	2)	$-16,308$	8,101	$-4,839$	$\mathbf o$	$-13,046$
Other operating expenses TOTAL OPERATING EXPENSES		-54,319	17,009	$-4,839$	0	$-42,149$
Operating income loss before
depreciation and amortization (EBITDA)		$-1,380$	1,366	$-4,839$	0	$-4,852$
Depreciation and amortization		$-6,446$	431	0	o	$-6,015$ 0
Write down and impairment of intangible assets		n	0	$\Omega$	n
Operating income loss after		$-7,826$	1,798	$-4,839$	0	$-10,867$
depreclation and amortization (EBIT)
OTHER INCOME (EXPENSE)					0	225
interest income, net		225	0	$\circ$ o	$\Omega$	2,237
Other financial items, net		1,770	467 467	0	$\Omega$	2,463
OTHER INCOME, NET		1,995 $\Omega$
INCOME(LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES		$-5,830$	2,265	$-4,839$	0	$-8,404$
Income taxes		$\mathbf 0$	$\mathbf 0$	0	0	0
INCOME(LOSS) FROM CONTINUING OPERATIONS		$-5,830$	2,265	$-4,839$	$\bf{0}$	$-8,404$
Gain/loss on disposal of discontinued operations	1)	0	$\bf{0}$	0	9,778	9,778
NET INCOME(LOSS)		$-5,830$	2,265	-4,839	9,778	1,374

1) An estimated gain at the transaction date of NOK 9,778 million has been included as a pro forma adjustment under net profit/loss from discontinued operations. The estimated gain includes estimated transaction costs of NOK 1,4 million. There will be no tax impact of the transaction.

2) Cost from management fee of total NOK 4,839 is recognised as other operational expenses in the financial statements of Birdstep Technology OY.

The management fee is eliminated on group level and adjustments has been made as Birdstep will not provide such services after the transaction.

6.2 Unaudited pro forma condensed financial information - income statement per 31 December 2013

(In thousands of NOK, except share and per share data)

	Notes	31.12.2013	Pro Forma adjustments Birdstep Technology Oy	Pro Forma adjustments management fee	Pro Forma adjustments Sale of BTOY	Pro Forma Birdstep Group
OPERATING REVENUES		71,185	$-19,372$	0	0	51,812
Cost of Sales		$-4,047$	3,053	0	0	-994
OPERATING EXPENSES
Salaries and wages		$-44,829$	9,932	0	0 ٥	-34,896 $-17,999$
Other operating expenses	2)	$-22,148$	9,286	$-5,137$	0	$-52,896$
TOTAL OPERATING EXPENSES		-66,977	19,218	$-5,137$
Operating income loss before					0	$-2,078$
depreciation and amortization (EBITDA)		160	2,899	$-5,137$
Depreciation and amortization		$-8,576$	174	0	0	$-8,402$
Write down and Impairment of intangible assets		$\Omega$	$\mathbf 0$	0	0	0
Operating income loss after
depreciation and amortization (EBIT)		$-8,416$	3,073	$-5,137$	$\bf{0}$	$-10,480$
OTHER INCOME (EXPENSE)
Interest income, net		213	0	0	0	213
Other financial items, net		67	92	0	Ō	160
OTHER INCOME, NET		281	92	$\mathbf 0$	O	373
INCOME(LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES		$-8,135$	3,165	$-5,137$	0	$-10,107$
			0	0	0	$-701$
Income taxes		$-701$
INCOME(LOSS) FROM CONTINUING OPERATIONS		$-8,836$	3,165	$-5,137$	0	$-10,807$
Gain/loss on disposal of discontinued operations	1)	0	0	0	9,778	9,778
NET INCOME(LOSS)		$-8,836$	3,165	$-5,137$	9,778	$-1,029$

1) An estimated gain at the transaction date of NOK 9,778 million has been included as a pro forma adjustment under net profit/loss from discontinued operations. The estimated gain includes estimated transaction costs of NOK 1,4 million. There will be no tax impact of the transaction.

2) Cost from management fee of total NOK 5,137 is recognised as other operational expenses in the financial statements of Birdstep Technology OY.

The management fee is eliminated on group level and adjustments has been made as Birdstep will not provide such services after the transaction.

6.3 Unaudited pro forma condensed financial information - balance sheet as of 30

Cash Effect

Pro Forma

September 2014

BIRDSTEP TEHNOLOGY ASA

Condensed Consolidation Balance Sheets

(In thousands of NOK, except share and per share data)

	Notes	As of 30.09.2014	Pro Forma adjustments Birdstep Technology Oy	Cash Effect from the sale of OY	Pro Forma Birdstep Group
NON-CURRENT ASSETS:
Intangible assets		48,758	$-2,405$		46,353
Tangible assets		1,192	-66		1,127
Other non-current assets		0	0	0	0 47,480
TOTAL NON-CURRENT ASSETS		49,951	$-2,471$
CURRENT ASSETS:
Accounts receivable		15,969	$-3,045$		12,924
Other current assets		1,737	$-156$		1,581
Assets held for sale		0			0 1,634
Restricted cash	1)	0		1,634
Cash & cash equivalents		16,879	$-4,501$	13,851 15,485	26,229 42,367
TOTAL CURRENT ASSETS		34,585	$-7,703$
TOTAL ASSETS		84,536	$-10,174$	15,485	89,847
SHAREHOLDERS' EQUITY:
Share capital		10,162			10,162
Share premium fund		38,272			38,272
Retained earnings, including translation reserves		18,290	$-6,881$	15,485	26,894
TOTAL SHAREHOLDERS' EQUITY		66,724	$-6,881$	15,485	75,328
NON-CURRENT LIABILITIES
Deferred tax liabilities		175			175
Other liabilities		3,293	$-3,293$		$\mathbf 0$
TOTAL NON-CURRENT LIABILITIES		3,468	$-3,293$	0	175
CURRENT LIABILITIES
Accounts payable		3,424			3,424
Deferred revenue		2,551			2,551
Liabilities held for sale		0			$\mathbf 0$
Accrued expenses and other liabilities	2)	8,368			8,368
TOTAL CURRENT LIABILITIES		14,344	$\bf{0}$	0	14,344
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		84,536	$-10,174$	15,485	89,847

1) Escrow amount as per the Share Purchase Agreement with expiry period of 6 months from the closing date.

2) Accrued pension cost in 2013 was displayed as a separate line in non-current liabilities. In 2014 this item has been reallocated and is now included in Accrued expenses and other liabilities.

6.4 Unaudited pro forma condensed financial information - balance sheet as of 31

December 2013

BIRDSTEP TEHNOLOGY ASA

Condensed Consolidation Balance Sheets

(In thousands of NOK, except share and per share data)
	Notes	As of 31.12.2013	Pro Forma adjustments Birdstep Technology Oy	Cash Effect from the sale of OY	Pro Forma Birdstep Group
NON-CURRENT ASSETS:
Intangible assets		50,111	$-1,680$		48,431
Tangible assets		256	-61		195
Other non-current assets		0	0		0
TOTAL NON-CURRENT ASSETS		50,367	$-1,741$	0	48,626
CURRENT ASSETS:
Accounts receivable		14,488	$-3,591$		10,897
Other current assets		2,278	$-269$		2,009
Assets held for sale		0	0		0
Restricted cash	1)	0	0	1,677	1,677
Cash & cash equivalents		22,331	$-2,623$	14,216	33,923
TOTAL CURRENT ASSETS		39,096	$-6,483$	15,892	48,506
TOTAL ASSETS		89,463	$-8,224$	15,892	97,131
SHAREHOLDERS' EQUITY:
Share capital		10,012			10,012
Share premium fund		36,037			36,037
Retained earnings, including translation reserves		24,767	$-1,619$	15,892	39,040
TOTAL SHAREHOLDERS' EQUITY		70,816	$-1,619$	15,892	85,090
NON-CURRENT LIABILITIES
Deferred tax liabilities		175	$\bf{0}$		175
Other liabilities		3,285	$-3,285$		0
TOTAL NON-CURRENT LIABILITIES		3,460	$-3,285$	0	175
CURRENT LIABILITIES
Accounts payable		3,126	$-886$		2,239
Deferred revenue		1,405	$-198$		1,207
Liabilities held for sale		0	0		$\Omega$
Accrued expenses and other liabilities	2)	10,656	$-2,236$		8,420
TOTAL CURRENT LIABILITIES		15,187	$-3,320$	0	11,867
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		89.463	$-8,224$	15,892	97,131

1) Escrow amount as per the Share Purchase Agreement with expiry period of 6 months from the closing date.

2) Accrued pension cost in 2013 was displayed as a separate line in non-current liabilities. In 2014 this item has been reallocated and is now included in Accrued expenses and other liabilities.

6.5 Independent assurance report on pro forma financial information

BDO AS has issued a report on the pro forma financial information for Birdstep included in this Information Document as Annex 1 "Independent assurance report on pro forma financial information".

7. CAPITAL RESOURCES

As at the date of this Information Document, the Company is not subject to any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the Company's operations.

The Company does not have any significant loan obligations and has been funded in the past with capital contributions from shareholders. Before deducting amounts to be held in escrow, transaction related costs and external debt, the gross cash flow effect of the Transaction upon closing is approximately € 1.9 million. Management and the Board believe that this Transaction means that Birdstep is in a good position going forward. Accordingly, in the opinion of the Company, its working capital is sufficient to cover the Company's present requirements, that is, for at least the 12 months following the date of publication of this Information Document.

7.1Summarised Consolidated Cash Flow

The Company's consolidated cash flows for the financial years 2013, 2012 and 2011 which have been extracted without material adjustment from the Company's audited annual reports for 2013, 2012 and 2011 which may be found at the Company's website, www.birdstep.com and which are incorporated by reference to this Information Document (see section 8.2 "Incorporation by reference" below). The financial figures in the table below are only an extract and must be read in conjunction with the complete financial statements including notes and auditor's statement for 2013, 2012 and 2011. The table below also shows selected financial information for the Birdstep group for the third quarter of 2014, which have been extracted from the Company's unaudited interim financial report for Q3 2014, which is incorporated by reference to this Information Document (see section 8.2 "Incorporation by reference" below).

and the pro-	Q3 2014 Unaudited	01.01.14- 30.09.14	2013 Audited	2012 Audited	2011 Audited
Cash flow from operating activities	3,987	(1, 159)	(6,772)	(32, 512)	(29, 561)
Cash flow from investing activities	(2, 463)	(5,665)	(6, 521)	(5, 193)	38,425
Cash flow from financing activities		2,385	19,692	19,071
Net change in cash and cash equivalents	1,731	(5, 452)	5,410	(17, 861)	9,096
Net foreign exchange differences	207	(1,013)	(990)	773	232
Cash and cash equivalents at the beginning of the period	15,148	22,331	16.921	55,655	25,686
Cash and cash equivalents at the end of the period	16,879	16,879	22.331	25,686	34,782

The Group's cash flow consists of cash flow from operating-, investing- and financing activities. The operating cash flow is primarily affected by variations in net income and working capital. The cash flow from investing activities consists mainly of investments in fixed and intangible assets and sale of non-core assets. The financing activities consists of capital contributions from shareholders.

Information about funding and treasury policies and objectives, the currencies in which cash and cash equivalents are held, and other information about financial instruments are substantially described in the Company's audited annual reports for the financial years 2013, 2012 and 2011, which is incorporated by reference to this Information Document (see section 8.2 "Incorporation by reference" below).

8. ADDITIONAL INFORMATION

8.1 Documents on display

Copies of the following documents will during the life of this Information Document be available for inspection at any time during normal business hours on any business day free of charge at the Company's office in Sweden:

Birdstep Technology AB Hälsingegatan 32, 7th floor Stockholm, Sweden Telephone: +46 8 627 91 40 Website: www.birdstep.com

• The Company's Articles of Association; $\mathbb{Z}^{\mathbb{Z}}$
• Memorandum of Incorporation; $\equiv$
• The audited financial statements of Birdstep for the three years ended 31 December 2013, a. 2012 and 2011;
• The unaudited interim report of Birdstep for the third quarter 2014 and the first nine months of 2014

8.2 Documents incorporated by reference

The information incorporated by reference in this Information Document shall be read in connection with the cross reference list set out in the table below. Except as provided in this section, no other information is incorporated by reference into this Information Document.

The Company incorporates its consolidated annual reports for 2013, 2012 and 2011, and auditor's reports issued by the Company's auditor for the financial years 2013, 2012 and 2011, the Q3 report for 2014 and the description of corporate governance in the annual report for 2013.

[Table, see next page]

Sections in this document	Disclosure requirement following from the Continuing Obligations cf. Commission Regulation (EU) no. 809/2004,	Reference document and link	Page (P) in reference document
	Annex 1
4.6	6.2	http://www.birdstep.com/media/205104/ 1088 bs annualreport2013_single_6k.pdf	75
4.6	6.2	http://www.birdstep.com/media/ 178521/birdstep_annualreport2012.pdf	78
4.6	6.2	http://www.birdstep.com/media/ 151751/birdstep annualreport2011.pdf	73
4.9	16.4	http://www.birdstep.com/media/205104/ 1088 bs annualreport2013 single 6k.pdf	48
5.1	20.1	http://www.birdstep.com/media/205104/ 1088 bs annualreport2013_single_6k.pdf	$52 - 118$
5.1	20.1	http://www.birdstep.com/media/ 178521/birdstep_annualreport2012.pdf	$56 - 105$
5.1	20.1	http://www.birdstep.com/media/ 151751/birdstep_annualreport2011.pdf	$54 - 102$
5.2	20.4	http://www.birdstep.com/media/205104/ 1088 bs annualreport2013_single_6k.pdf	120-121
5.2	20.4	http://www.birdstep.com/media/ 178521/birdstep_annualreport2012.pdf	$106 - 107$
5.2	20.4	http://www.birdstep.com/media/ 151751/birdstep_annualreport2011.pdf	$103 - 104$
5.1	20.6	http://www.birdstep.com/media/224784/ bs q3 2014.pdf	$15 - 21$
5.1	20.6	http://www.birdstep.com/media/219541/ 2014q2_bs_financialreport.pdf	$14 - 19$
5.1	20.6	http://www.birdstep.com/media/207688/ 2014q1 bs financialreport.pdf	$15 - 21$
7.1	10.1	http://www.birdstep.com/media/205104/ 1088_bs_annualreport2013_single_6k.pdf	60, 70-71
7.1	10.1	http://www.birdstep.com/media/ 178521/birdstep_annualreport2012.pdf	64, 102-104
7.1	10.1	http://www.birdstep.com/media/224784/ bs q3_2014.pdf	18 96-97

Annex 1

Tel +47 23 11 91 00
Fax +47 23 11 91 01 www.bdo.no

Munkedamsveien 45 P.O. Box 1704 Vika
NO-0121 Oslo, Norway

To the Board of Directors of Birdstep Technology ASA

Independent Assurance Report on the Pro Forma Financial Information

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Birdstep Technology ASA (the "company"). The pro forma financial information consists of the unaudited pro forma financial positions as at 30 September 2014 and 31 December 2013, the pro forma statement of comprehensive income for the periods ended 31 December 2013 and 30 September 2014, and related notes as set up on pages 20-24 of the information document issued by the Company. The applicable criteria on the basis of which the Company has compiled the pro forma financial information are specified in the EU Regulation No 809/2004 as included in the Norwegian Securities Trading Act.

The pro forma financial information has been compiled by the Company to illustrate the impact of the transaction set out in paragraph 6 on the company's financial position as at 30 September 2014 and 31 December 2013, and the company's financial performance for the periods ended 31 December 2013 and 30 September 2014 as if the transaction had taken place at 1 January 2013 and 1 January 2014, respectively. As part of this process, information about the company's financial position and financial performance has been extracted by the Company from the Company's financial statements for the period ended 31 December 2013, on which an auditor report has been published, and from the company's unaudited interim financial statements for the period ended 30 September 2014.

The Board of Directors' and Management's Responsibility for the Pro Forma Financial Information

The board of Directors' and Management are responsible for compiling the pro forma financial information on the basis of accounting and relevant accounting policies described in the Information Memorandum, section 6.

Practitioner's Responsibilities

Our responsibility is to express an opinion, as required by Annex II item 7 of EU Regulation No 809/2004 about whether the pro forma financial information has been compiled, in all material respects, by the Company on the basis of accounting and relevant accounting policies described in the Information Memorandum, section 6.

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the practitioner comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Company has compiled, in all material respects, the pro forma financial information on the basis of accounting and relevant accounting policies described in the Information Memorandum, section 6. Our work primarily consisted of comparing the unadjusted financial information with the source documents as described in section 6 of the information document, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with management of the Company.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 2 January 2015 would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Company in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and
• The pro forma financial information reflects the proper application of those adjustments to the unadiusted financial information.

The procedures selected depend on the practitioner's judgment, having regard to the practitioner's understanding of the nature of the company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma financial information has been properly compiled on the basis of accounting and relevant accounting policies described in the Information Memorandum, section 6.

This report is issued for the sole purpose of providing assurance on the pro forma financial information included in the Information Memorandum required by Oslo Børs' "Continuing Obligations of Stock Exchange Listed Companies section 3.5.2.6" as set out in the Information Memorandum. No shares or securities are offered or sold pursuant to this Information Memorandum. This report should not be used or relied upon for any purpose other than the Information Memorandum.

Oslo, 13 February 2015 BDO AS

$Li$

Frik Lie State Authorized Public Accountant (Norway)

Annex 2

BIRDSTEP TECHNOLOGY OY

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

$\epsilon$ .

ANNUAL ACCOUNTS

$1.1 - 31.12.2013$

ENGLISH TRANSLATION

Birdstep Technology Oy PO Box 333 33101 TAMPERE Company ID 1855598-7 Domicile: Tampere www.birdstep.com

$\mathcal{L}_{\mathbf{r}}$

Contents	Page
Profit and Loss Statement	3
Balance Sheet	4
Notes	9
Signatures List of Accounting Records	10

$\mathbb{Z}_2$

The Financial Statements needs to be preserved at least until 31.12.2023. The vouchers needs to be preserved at least until 31.12.2019.

$\hat{\boldsymbol{\beta}}$

Birdstep Technology Oy
Company ID 1855598-7

$\label{eq:2.1} \frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^2\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{$

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$\Delta_{\rm eff}$

Balance Sheet	2013-12-31	2012-12-31
Assets NON-CURRENT ASSETS
Intangible Assets Development Expenses Goodwill Other Capitalized Expenses Intangible Assets Total	200 438,55 0,00 0,00 200 438 55	0,00 0,00 0,00 0,00
Tangible Assets Machinery and Equipment	7 233,33	0,00
NON-CURRENT ASSETS TOAL	207 671,88	0,00
CURRENT ASSETS Inventories Goods and Supplies	0,00	0,00
Short-term Receivables Trade Receivable Receivable from Group Companies Other Short-term Receivable Accrued Income and Prepaid Expenses Short-term Receivables Total	428 383,79 0.00 0,00 39 903,26 468 287,05	606 417,21 166 038,16 0,00 27 995,52 800 450,89
Cash and Bank Receivable	312 924,29	22 967,12
CURRENT ASSETS TOTAL	781 211,34	823 418,01
Assets Total	988 883,22	823 418,01

Birdstep Technology Oy
Company ID 1855598-7

Equity and Liabilities

$\bar{\beta}$

EQUITY Share Capital Share Premium Fund Invested Equity Fund Profits (Losses) from Previous Years Profits (Losses) for the Year EQUITY TOTAL	10 000,00 398 000,00 4 271 500,00 -5738 545.23 -422 187,88 $-1481233,11$	10 000,00 398 000,00 4 271 500,00 -4 929 392,65 -809 152,55 $-1$ 059 045,20
OBLIGATORY PROVISIONS Other Obligatory Provisions	145 657,12	130 615,00
LIABILITIES Long-term Liabilties Capital Loans Capital Loans from Group Companies Loans from Financial Institutions Loans from Group Companies	246 251,03 1 321 500,00 0,00 0,00 1 567 751,03	246 251,03 838 500,00 62 972,40 0,00 1 147 723,43
Short-term Liabilties Trade Payables Loans from Group Companies Prepayments Received Other Short-term Liabilites Accrued Expenses and Prepaid Income	107 654,55 365 191,13 0,00 41 663,19 242 199,31 756 708.18	185 435,75 2 2 69 2 8 500,00 50 670,61 365 249,14 604 124,78
LIABILTIES TOTAL	2 324 459,21	1751848,21
Equity and Liabilties Total	988 883,22	823 418,01

$\hat{\mathcal{A}}$

Birdstep Technology Oy
Company ID 1855598-7

$\sim$

$\bar{\mathcal{A}}$

$\sim$

$\mathbb{Z}$

$\sim$

Profit and Loss Statement	1.1. - 31.12.2013	1.1 - 31.12.2012
	2 450 691,89	2 089 230,05
TURNOVER	0,00	13 277,09
Other Income from Operations
Materials and Services
Rawmaterials, Supplies and Goods	$-43424,82$	-66 290,09
Purchases During the Year	$-340570,42$	-405 762,65
External Services	$-383995,24$	$-472052,74$
Personne Expenses	-933 805,37	-1 258 024,42
Wages and Salaries
Social Expenses	-207 403,94	$-159963,16$
Pension Expenses	-65 330,56	-53 022,22
Other Social Expenses	$-1206539,87$	$-1471009,80$
	$-21987,76$	-359 323,83
Depreciation and Write-offs Other Expenses from Operations	-1 246 890,36	-592 428,86
PROFIT (-LOSS) FROM OPERATIONS	-408 721,34	-792 308,09
Financial Income and Expenses
Other Interest and Financial Income		46 925,00
From Others	46 940,12
Other Interest and Financial Expenses	-60 406,66	-63 769,46
From Others	$-13466,54$	$-16844,46$
PROFIT (-LOSS) BEFORE EXTRA ORDINARY ITEMS	-422 187,88	-809 152,55
PROFIT (-LOSS) BEFORE APPROPRIATIONS AND TAXES	-422 187,88	-809 152,55
PROFIT (-LOSS) FOR THE YEAR	-422 187,88	-809 152,55

$\mathcal{A}^{\mathcal{A}}$

$\hat{\mathcal{A}}$

$\overline{\mathbf{3}}$

NOTES 31.12.2013

NOTES ACCORDING TO BOOKKEEPING ORDER 2 CHAPTER

Principles for Preparing the Financial Statements

Valuation principles and methods and priciples and methods for accruals used when preparing the financial statements

Intangible and tangible assets recorded in non-current assets are recorded in the balance sheet at their original cost value. Those assets, which have decreasing economic value, are depreciated with annual depreciation based on their estimated economic life time with the following depreciation periods:

Software	$3 - 5$ vears
Capitalized Development Expenses	10	vears
Other Capitalized Expenses	5.	vears
Machinery and Equipment		$3 - 7$ vears

Research and development expenses are recorded so, that research expenses are taken as annual expenses when occured and product development expenses recorded so, that development expenses for new products are capaitalised and expensed throud depreciation. Software maintenance and expenses for smaller improvements on current products are recorded as annual expenses when occured.

Trade, loans and other receivables are valued at their nominal value or lower likely current value.

Assets and liabilites in foreign currencies are translated to EUR at the official year-end rates.

Exchange profits and losses from translating foreing currency amounts are recorded among financial income and expenses.

Birdstep Technology Oy Company ID 1855598-7

LIITETIEDOT 31.12.2012

Group Related Information

Birdstep Technology Oy's parent company is Birdstep Technology ASA, which is domicile in Norway. Birdstep Technology ASA's group accounts can be obtained at the home pages www.birdstep.com

$\mathcal{L}_{\mathrm{eff}}$

2013	2012
0.00	166 038,16
	$-2269,28$ -838 500,00
	0.00
-1 686 691,13	$-674731,12$
	$-365$ 191,13 $-1321500,00$ 0.00

Notes to the Profit and Loss Statement

CHANGES IN OBLIGATORY PROVISIONS (KPA 2:3. 1,4)

Unpaid accrued interest on Capital Loans are since 2004 recorded among interest expenses and provisions in the balance sheet.

PERSONNEL RELATED NOTES

Average number of personnel during the financial year:

	2013	2012
Office personnel	18	23

From the salary expenses for the year 224 470,68 EUR has been capitalized as development expenses.

NOTES 31.12.2012

Notes tot the Balance Sheet

Disclosure of Non-Current Assets

Intangible and Tangible Assets

$\hat{\mathbf{r}}$

	Machinery and	Development Expenses	Intangible Rights	Total
Cost value at 1.1. Additions Disposals	Equipment 32 271,71 7440,00 0.00 0,00	733 958,57 222 012.76 0.00 0.00	178 282.22 0.00 0,00 0.00	944 512,50 229 452,76 0,00 0,00
Transfers Cost value at 31.12.	$-39711,71$	955 971.33	178 282,22	1 173 965,26
Accumulated depreciation and write-offs 1.1. Depreciation for the year	$-32271,71$ $-206,67$ 0.00	-733 958,57 $-21574.21$ 0,00	$-178$ 160,15 $-122.07$ 0.00	$-944390,43$ $-21902,95$ 0,00
Write-offs Accumulated depreciation and write-offs 31.12.	$-32478,38$	$-755532,78$	$-178282,22$	$-966293,38$
Book value at 31.12.	7 233,33	200 438,55	0.00	207 671,88

Equity

	2013	2012
Share capital 1.1.	10 000 00	10 000,00 10 000,00
Share capital 31.12.	10 000,00
	398 000,00	398 000,00
Share premium fund 1.1. Share premium fund 31.12	398 000,00	398 000,00
	0,00	0,00
Invested equity fund 1.1.	4 271 500,00	4 271 500,00
Increase 2012 Invested equity fund 31.12.	4 271 500,00	4 271 500,00
	-5738 545,23	-4 929 392,65
Losses from previous years 1.1. Losses from previous years 31.12.	-5738 545,23	-4 929 392,65
Loss for the year	-422 187,88	-809 152,55
	$-1481233,11$	$-1$ 059 045,20
Equity total
Capital Loans	1 567 751,03	1 084 751 03

$\sim$ $\star$

$\mathcal{L}^{\mathcal{L}}$

NOTES 31.12.2012

Notes to the Liabilities

Securities Given and Contingent Liabilities

Other company's commitments for which securities have been given

	2013	2012
Guarantees for Rental Agreements Equipment Lease Agreement Liabilities, Due Next Financial Year	0.00	0.00
	0.00	400.74
Equipment Lease Agreement Liabilities, Due Later Years	0.00	0.00
Other Contingent Liabilities	3671.43	6071.83
Total	3671.43	6472.57

The company has business mortgages (nr 1 and 2) of 50.000 EUR each and totally 100.000 EUR, which are free and in the company's possession.

Commitment for Lease Agreements	2013	2012
Amounts due during next financial year Amounts due later. Total	35 906,25 22 786.28 58 692.53	43 724.43 20 281.54 64 005.97

Notes to the Management Report according to Finnish Companies Act

Board of Directors Proposal for Treatment of the Annual Result

The Board proposes that the annual loss of 809.152,55 EUR is transferred to be covered by future years profits. The deficit in equity is balanced by received capital loan and invested equity fund.

Share Capital Disclosure

The company has 1 000 shares with nominal value of 10 EUR each. The shares are all similar and with equal right to the company's assets and dividends.

Principal Terms of Capital Loans and Accrued Interest not Recorded as Expense

Received Capital Loans among liabilities amount in total 5 356 291,03 € The Capital Loans have been disclosed in the balance sheet on a separate line.

Principal Terms of the Capital Loans

Loan 76 146,66 €

Loan term is 6 years, whereof the first 3 were free from repayment.

Upon dissolution of the company or in bankruptcy of the company capital and interest shall be paid subordinated to all other debts.

Capital may be repaid and interest paid only to the extent that total amount of disposable equity and all other capital loans at the time of payment exceeds the accumulated amount of losses in the last adopted financial statements.

Birdstep Technology Oy Company ID 1855598-7

NOTES 31.12.2012

The company cannot give securities for the capital or unpaid interest. The loan is paid back with annual equal repayments within 3 years from the year 2010, if the conditions are met.

The interest is one procent unit less the basic interest rate of Bank of Finland, but at least 3 %.

If the interest cannot be paid, the interest will be transferred for payment based on the first such financial statement, according to which this is possible.

Loan 170 104,37 €

Loan term is 3 years.

Upon dissolution of the company or in bankruptcy of the company capital and interest shall be paid subordinated to all other debts.

Capital may be repaid and interest paid only to the extent that total amount of disposable equity and all other capital loans at the time of payment exceeds the accumulated amount of losses in the last adopted financial statements.

The company cannot give securities for the capital or unpaid interest.

Thye loan is paid back with annual equal repayments within 3 years from the year 2011, if the conditions are met.

The interest on the loan is:	2004	5,0%
	1.1.-28.2.2005	5.0%
	1.3.2005-28.2.2006	6.0%
	1,3,2006-31.12.2008	7.5%
	1.1.2009-31.12.2009	7.5%
	1.1.2010-31.12.2010	7.5%
	1.1.2011-31.12.2011	7.5%
	1.1.2012-31.12.2012	7.5%
	1.1.2013-31.12.2013	7.5%

If the interst cannot be paid, the interest will be transferred for payment based on the first such financial statement, according to which this is possible.

Loan 1 321 500,00 €

The loan will be repaid upon request from the lender.

Upon dissolution of the company or in bankruptcy of the company capital and interest shall be paid subordinated to all other debts.

Capital may be repaid and interest paid only to the extent that total amount of disposable equity and all other capital loans at the time of payment exceeds the accumulated amount of losses in the last adopted financial statements.

The company cannot give securities for the capital or unpaid interest. The loan is interest free.

Birdstep Technology Oy Company ID 1855598-7

Financial Statements 31.12.2013 Signatures In Espoo, 11. 02. 2014 Matti Mujunen wmlar 'om`N Hallituksen puheenjohtaja Lonnie Schilling

Toimitusjohtaja

Auditors Notation

Our auditors report has been issued today.

In Helsinki, 11.02. 2014

BDO Oy Authorised Public Accountant

ς e

André Kumlander Authorised Public Accountants

List of accounting records and vouchers and how these are stored

$\mathcal{L}_{\mathcal{L}}$

General Ledger	On CD Disc
Daily Ledger	On CD Disc
Bank Vouchers	On paper
Purchase Invoices	On CD Disc
Sales Invoices	On CD Disc
Memo Vouchers	On paper
Payroll Accounts with Vouchers	On paper
Trade Payable Ledger	On paper
Trade Receivable Ledger	On paper

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Office +358-20-743 2920 Fax +358-20-743 2935 www.bdo.fi

Vattuniemenranta 2 FI-00210 Helsinki

- translation -AUDITOR'S REPORT

To the Annual General Meeting of Birdstep Technology Oy

We have audited the accounting records, the financial statements and the administration of Birdstep Technology Oy for the year ended 31 December 2013. The financial statements comprise the balance sheet, the income statement and notes to the financial statements.

Responsibility of the Board of Directors and the Managing Director

The Board of Directors and the Managing Director are responsible for the preparation of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of the financial statements in Finland. The Board of Directors is responsible for the appropriate arrangement of the control of the company's accounts and finances, and the Managing Director shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.

Auditor's Responsibility

Our responsibility is to express an opinion on the financial statements based on our audit. The Auditing Act requires that we comply with the requirements of professional ethics. We conducted our audit in accordance with good auditing practice in Finland. Good auditing practice requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement, and whether the members of the Board of Directors and the Managing Director are guilty of an act or negligence which may result in liability in damages towards the company or have violated the Limited Liability Companies Act or the articles of association of the company.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements and the report of the Board of Directors give a true and fair view of the financial performance and financial position of the company in accordance with the laws and regulations governing the preparation of the financial statements in Finland.

In Helsinki 11 February 2014

BDO Oy, Authorised Public Accountants

≤∕

André Kumlander Authorised Public Accountant