Techstep ASA — M&A Activity 2016

Oct 6, 2016

TECHSTEP ASA: AGREEMENT TO ACQUIRE A MAJORITY STAKE IN TEKI SOLUTIONS AS

TECHSTEP ASA: AGREEMENT TO ACQUIRE A MAJORITY STAKE IN TEKI SOLUTIONS AS

TECHSTEP ASA: AGREEMENT TO ACQUIRE A MAJORITY STAKE IN TEKI SOLUTIONS AS

Reference is made to the stock exchange announcement of 4 July 2016 and the

Information Document release by Techstep ASA ("TECH") on 12 August 2016.

TECH has on 5 October 2016 completed its due diligence process on Teki Solutions AS

("Teki Solutions") in relation to acquisition of an additional 53.94% ownership stake and

related shareholder loans in Teki Solutions from Teki Gruppen AS (the "Teki Gruppen

Transaction"), and entered into a firm transaction agreement (conditioned on a few

customary closing conditions, and any applicable third party transfer restrictions on the

Teki Solution shares related to the transaction). The Teki Gruppen Transaction is to be

settled in full with TECH shares, to be issued at a subscription price of NOK 4.3 per

share. The number of TECH shares to be issued will be 30,053,488.

The Teki Gruppen Transaction is conditioned upon approval by extraordinary general

meeting to be called for shortly (the "EGM") and expected to take place late October.

Closing of the transaction is expected to take place immediately after the EGM.

Given completion of the Teki Gruppen Transaction, TECH will have a total of 102,475,577

outstanding shares.

Given completion of the Teki Gruppen Transaction, Teki Gruppen AS will hold 30,053,488

TECH shares representing 29.33% of the shares and votes in the company. Zono Holding

AS will hold 62,689,859 TECH shares representing 61.18% of the shares and votes in the

company.

After completion of the Teki Gruppen Transaction TECH will have an ownership of 78.16%

in Teki Solutions. TECH intends to present the remaining shareholders of Teki Solution

with an offer to acquire their ownership stake and related shareholder loans at terms

equal to those in the Teki Gruppen Transaction. Given full acceptance of such offers,

which would be fully settled in shares and make TECH the sole owner of Teki Solutions,

TECH will issue approximately a further 7.3 million shares.

The acquisition of Teki Solutions supports TECH's strategy to build on its knowledge and

background in mobile technology to establish TECH as a driver of consolidation within

the mobility and communications sector. The mobility and communications market is

undergoing disruptive shifts, where work is increasingly mobile and the value proposition

is changing from telecoms' infrastructure towards a fragmented ecosystem of software

and digital solutions.

In connection with completion of the Teki Gruppen Transaction, TECH will establish a

new management team to execute and further develop the new group's revised strategy

and growth ambitions. In advance of the EGM, the nomination committee will also

suggest a further expansion the board of directors.

For further information, please contact

Fredrik Johansson

COO and acting CEO/CFO of Techstep ASA

Mobile: +46 70 352 91 90