Techstep ASA — Remuneration Information 2022

Mar 31, 2022

Remuneration report 2021

Introduction

This Remuneration Report describes the principles for the remuneration of the members of the CEO and members of the Executive Management Team (EMT) of Techstep ASA, and how these principles have resulted in actual remuneration.

The main principle of Techstep's executive remuneration policy is that the remuneration should be competitive and motivate to attract and retain the CEO and the rest of the EMT with the required competence to strengthen and ensure the business strategy, long-term

interests, and sustainability of Techstep. The remuneration is designed to align the interests of the executives with those of the shareholders.

During 2021, there has been changes to the EMT. A new CEO came in place from 1 August, and in September Techstep's EMT was expanded to nine people, including the CEO.

The Remuneration Report complies with the requirements defined in the Norwegian Public Limited Companies Act § 6-16a and 6-16b.

Remuneration committee

The Board has established a Remuneration Committee consisting of two board members. The committee shall ensure formalised and transparent remuneration arrangements to support the strategy of the business and

enable the recruitment, motivation and retention of senior executives, in compliance with regulatory requirements. In 2021, the committee held 2 meetings.

Remuneration of Executive Management Team

The executive remuneration consists of a fixed salary and a variable part linked to the company's and the individual's achievement, and pension schemes. In addition, Techstep offers an employee share purchase programme and a share option programme for executive management and certain other employees.

Fixed pay

The base salary levels reflect the individual manager's responsibilities and performance, and is chosen to attract and retain the executives with required competence to contribute to and ensure the business strategy. The base salary is reviewed annually to ensure the right level and potential annual percentage increases are aligned with those of employees in general, except in special circumstances. The CEO base salary is determined by the Board. Adjustment of base

salaries for other executive management is decided by the CEO, in consultation with the Chairman of the Board.

Variable pay

The company's bonus system is designed to promote performance in line with the company's strategy.

The bonus system is assessed on pre-defined financial, non-financial and operational criteria (corporate objectives), including sustainability and equality. The corporate objectives are set by the Board and determined for and agreed with the CEO.

The bonus for the CEO and the CFO is determined by the company's performance, while bonus for employees, including the EMT, is determined by the company's performance (up to 60%) and the individual's achievement

(up to 40%) within his/her functional area. The variable component consists of a cash-based incentive.

The maximum bonus potential for EMT corresponds to 50% of base salary.

The corporate objective for 2021 was linked to specific gross profit, EBITDA adjusted, and software ARR. Bonus for the year was paid in March 2022.

Share based remuneration

Techstep has a share purchase program where members of the executive management and the board, and other employees, may be offered to purchase or subscribe for shares in the company with a 20% discount of the market price at the last date of a subscription period or the date subscription is made. The minimum subscription is NOK 10,000 and maximum NOK 200,000. In 2021, 39 employees, including executives and board members, participated in the program.

Share options

Techstep has a share option programme for executive management and certain other employees, linked to value creation to the benefit of shareholders over time. The programme was initiated in 2020 and extended in 2021.

Share options equal to 2.5% of the outstanding shares at the date of the annual general meeting may be granted. In 2021, the Board granted 4,593,208 share options under the share option program. More than half of the options, including 1,033,472 options to the former CEO, was cancelled due to option holders leaving.

The exercise price was based on the market price of the Techstep shares on 22 April 2021 plus 10%. The share options are not subject to any performance based vesting conditions and will become exercisable (vest) with 1/3 yearly after the grant date and must be exercised within five years after the grant date. Each option holder's aggregated gross profit from exercising the options granted under the 2021 award to each option holder, shall be limited to the amount equal to 3 years' gross base salary at the time of exercising the options. Techstep is entitled to settle the exercise of share options in cash, and/or with new or existing treasury shares.

At the extraordinary general meeting in September 2021, the new CEO Børge Astrup was awarded 4,500,000 share options.

The options vest in three tranches with 1/3 per tranche, on 01.09.2024, 01.09.2025 and 01.09.2026 ("vesting date"). The exercise period is two years from the applicable vesting date. The strike price is NOK 4.75, NOK 5.75 and NOK 6.75 for the respective tranches. If the average, weighted Techstep share price for seven calendar days exceeds NOK 30 per share, then Techstep may require that all the vested options are exercised by Børge Astrup.

Other Terms and Benefits

The current CEO has three months' notice period, while the former CEO had six months. For other senior executives, the notice period varies from three to six months. The CEO is entitled to severance payment equivalent to six months' salary in addition to pay during the notice period.

Executives receive non-monetary benefits such as phones, insurance and health care, on customary terms. In addition, executives may participate in the company's employee share purchase programme.

The below table shows the remuneration for the executive management team in Techstep for 2021 and 2020.

						Variable remun
				Fixed remuneration		eration
						One				Proportion of fixed
			Base		Fringe	year	Options	Pension	Total	and variable
Name of director	Position	Year	Salary	Fees	benefits	variable	program*	expense	remuneration	remuneration
Børge Astrup1	Chief Executive Officer	2021	1 250	-	6	417	787	47	2 507	0.5/0.5
Jens Haviken2	Chief Executive Officer	2021	2 697	1 221	11	-	382	114	4 425	0.9/0.1
Jens Haviken	Chief Executive Officer	2020	2 700	-	-	459	620	115	3 894	0.7/0.3
Marius Drefvelin	Chief Financial Officer	2021	2 344	-	57	315	305	111	3 133	0.8/0.2
Marius Drefvelin	Chief Financial Officer	2020	2 233	-		460	395	128	3 216	0.7/0.3
Mads Vårdal	Chief Product Officer	2021	1 683	-	14	269	685	110	2 762	0.6/0.4
Mads Vårdal	Chief Product Officer	2020	1 625	-		315	288	108	2 336	0.7/0.3
Erik Haugen3	Chief Transformation Officer	2021	1 389	-	14	265	685	112	2 466	0.6/0.4
Erik Haugen	Chief Commercial Officer	2020	1 291	-		300	268	112	1 971	0.7/0.3
Fredrik Logenius4	Chief Operating Officer	2021	965	-	80	191	183	24	1 443	0.7/0.3
Fredrik Logenius	Managing director Sweden	2020	226	-	80	-	-	-	306	1/0
	Bartosz Leoszewski5 Chief Technology Officer	2021	480	-	-	127	-	-	607	0.8/0.2
Ellen Skarnæs6	Chief People Officer	2021	1 062	-	16	117	-	81	1 276	0.8/0.2
Gunnar Aasen7	Chief Revenue Officer	2021	494	-	4	78	-	39	615	0.8/0.2
Inge Paulsen8	Managing director Norway	2021	1 821	1 312	7	-	210	63	3 414	0.9/0.1
Inge Paulsen	Managing director Norway	2020	1 735	-	-	245	268	43	2 291	0.8/0.2
Bartek Regerqvist	Managing director Sweden	2020	1 052	-	-	-	38	299	1 389	0.8/0.2

1 Mr. Astrup was appointed as CEO 1 July 2021.

2 Mr. Haviken resigned as CEO 1 July 2021. He is entitled to a severance payment equivalent to six months' salary in addition to pay during the six-month notice period. The severance package is not reimbursed at full as at the balance sheet date.

3 Mr. Haugen was appointed as Chief Transformation Officer in Q4 2021. Prior to the appointment he served as Chief Commercial Officer.

4 Mr. Logenius was appointed as Chief Operations Officer in Q4 2021. Prior to the appointment he served as Managing Director for Optidev AB and Techstep Sweden AB.

5 Mr. Leoszewski was appointed Chief Technology officer in Q4 2021. Prior to the appointment he served as Managing Director in Famoc (Poland). The remuneration presented in the table above represents Mr. Leoszewksi's remuneration in the Techstep ownership period.

6 Ms. Skarnæs was appointed Chief People Officer in Q4 2021. Prior to the appointment she served as Head of Human Resources.

7 Mr. Gunnar Aasen was employed as Chief Revenue Officer in Q4 2021.

8 Mr. Paulsen resigned as Managing Director for Norway in September 2021. His severance package is presented under the column "Fees" in the table on page 8.

*Accounted for as cost in the consolidated income statement, not gain on options for the beneficiary.

Shares and Share options 2021 program

							The main conditions of share option plans				Opening balance			Closing balance
Name	Position	Plan	Specifi cation of plan	Perform ance period	Award date	Vesting date	End of holding period	Exercise period	Strike price of the share	Fair value	Share options awarded at the beginnin g of the year	Share options awarded	Share options vested	Share options subject to perfor mance condition	Share options awarded and unvested	Share options subject to a holding period
		2021		01.09.21 -				01.09.24 -
			1	01.09.24	01.09.21	01.09.24	01.09.26	01.09.26	4.75	1.79	-	1 500 000	-	-	1 500 000	-
Børge Astrup	Chief Executive Officer		1	01.09.21 - 01.09.25	01.09.21	01.09.25	01.09.27	01.09.25 - 01.09.27	5.75	1.86	-	1 500 000	-	-	1 500 000	-
			1	01.09.21 - 01.09.26	01.09.21	01.09.26	01.09.28	01.09.26 - 01.09.28	6.75	2.53	-	1 500 000	Information regarding the reported financial year During the year - - - - 1 017 471 - - -	-	1 500 000	-
		2021	2	22.04.21 - 22.04.22	22.04.21	22.04.22	22.04.24	22.04.22 - 22.04.24	5.80	0.79	-	344 490		-	-	-
Jens	Chief		2	22.04.21 - 22.04.23	22.04.21	22.04.23	22.04.25	22.04.23 - 22.04.25	5.80	1.67	-	344 491		-	-	-
Haviken	Executive Officer		2	22.04.21 - 22.04.24	22.04.21	22.04.24	22.04.26	22.04.24 - 22.04.26	5.80	2.01	-	344 491		-	-	-
		2020	2	02.06.20 - 22.06.21	02.06.20	22.06.21	22.06.24	22.06.21 - 22.06.24	3.00	2.30	1 017 471	-		-	-	-
		2021	2	22.04.21 - 22.04.22	22.04.21	22.04.22	22.04.24	22.04.22 - 22.04.24	5.80	0.79	-	283 247		-	-	-
Marius Drefvelin	Chief Financial		2	22.04.21 - 22.04.23	22.04.21	22.04.23	22.04.25	22.04.23 - 22.04.25	5.80	1.67	-	283 248		-	-	-
	Officer		2	22.04.21 - 22.04.24	22.04.21	22.04.24	22.04.26	22.04.24 - 22.04.26	5.80	2.01	-	283 248		-	-	-

		2020	2	02.06.20 - 22.06.21	02.06.20	22.06.21	22.06.24	22.06.21 - 22.06.24					813 976	-	-	813 976
		2021	2	22.04.21 - 22.04.22	22.04.21	22.04.22	22.04.24	22.04.22 - 22.04.24					-	-	199 039	-
Chief Mads			2	22.04.21 - 22.04.23	22.04.21	22.04.23	22.04.25	22.04.23 - 22.04.25						-	199 039	-
Vårdal	Product Officer		2	22.04.21 - 22.04.24	22.04.21	22.04.24	22.04.26	22.04.24 - 22.04.26						-	199 039	-
		2020	2	02.06.20 - 22.06.21	02.06.20	22.06.21	22.06.24	22.06.21 - 22.06.24						-	-	559 609
		2021	2	22.04.21 - 22.04.22	22.04.21	22.04.22	22.04.24	22.04.22 - 22.04.24						-	199 039	-
Erik	Chief Transform		2	22.04.21 - 22.04.23	22.04.21	22.04.23	22.04.25	22.04.23 - 22.04.25	5.80	1.67	-	199 039	-	-	199 039	-
Haugen	ation Officer		2	22.04.21 - 22.04.24	22.04.21	22.04.24	22.04.26	22.04.24 - 22.04.26	5.80	2.01	-	199 039	-	-	199 039	-
		2020	2	02.06.20 - 22.06.21	02.06.20	22.06.21	22.06.24	22.06.21 - 22.06.24	3.00	2.30	559 609	-	559 609	-	-	559 609
		2021	2	22.04.21 - 22.04.22	22.04.21	22.04.22	22.04.24	22.04.22 - 22.04.24	3.00 2.30 813 976 - 5.80 0.79 - 199 039 5.80 1.67 - 199 039 5.80 2.01 - 199 039 3.00 2.30 559 609 - 5.80 0.79 - 199 039 5.80 0.79 - 76 553 5.80 1.67 - 76 553 5.80 2.01 - 76 554 5.80 0.79 - 199 039 5.80 1.67 - 199 039 5.80 2.01 - 199 039 3.00 2.30 559 609 -	-	-	76 553	-
Fredrik Logenius	Chief Operations Officer		2	22.04.21 - 22.04.23	22.04.21	22.04.23	22.04.25	22.04.23 - 22.04.25					-	-	76 553	-
			2	22.04.21 - 22.04.24	22.04.21	22.04.24	22.04.26	22.04.24 - 22.04.26					-	-	76 554	-
		2021	2	22.04.21 - 22.04.22	22.04.21	22.04.22	22.04.24	22.04.22 - 22.04.24					-	-	-	-
Inge	Managing		2	22.04.21 - 22.04.23	22.04.21	22.04.23	22.04.25	22.04.23 - 22.04.25					-	-	-	-
Paulsen	Director Norway		2	22.04.21 - 22.04.24	22.04.21	22.04.24	22.04.26	22.04.24 - 22.04.26				- - 559 609 - - 559 609	-	-	-
		2020	2	02.06.20 - 22.06.21	02.06.20	22.06.21	22.06.24	22.06.21 - 22.06.24						-	-	-

Specification of plan 1:

If at any time the average, weighted share price for the previous 7 calendar days of the exceeds NOK 30 per share, the Company may force-call all the Options. If the call option is used the plan holder shall be obliged to pay the Strike Prices, or may choose to forfeit the Options (fully or partially) without any compensation, rather than exercising them. All options are granted for no consideration.

Specification of plan 2:

Each option holder's aggregated gross profit from exercising the options shall be limited to the amount equal to three years' gross base salary at the time of exercising the options. The company is entitled to settle the exercise of share options in cash, and/or with new or existing treasury shares.

All options are granted for no consideration.

There are 0.9 million share options granted to key personnel under plan 2 who are not a part of executive management. The Vesting dates and exercise prices are equal to the executive management's options.

Fair value of options granted

The fair value at grant date is independently determined per tranche using the Black Scholes Model.

"As option gains are taxed with personal income tax (higher) and gains on ordinary shares are taxed with capital gains tax (lower), the assessment is that the participants will exercise early. Hence, exercise is assessed to occur before full lifetime has lapsed. The options are "non-transferable" it is also likely that participants will tend to realise the gain on the options by exercising early as soon as exercise is possible. Due to the arguments above, it is management's best estimate that using the term from the grant date until 1 years after vesting date as estimated lifetime on the options is a fair assumption".

The expected volatility of the company's share price is 64 %. To estimate the volatility of the Techstep share, the Company's historic volatility over the expected lifetime of the options has been used. The risk-free interest rate used in the B&S model is the zero-coupon government bond issues of the country in whose currency the exercise price is expressed, with the term equal to the expected term of the option being valued. Since the exercise price is expressed in Norwegian Krone, the "Norges Bank Statskasseveksler" and

"Obligasjoner"-rate is used as input. The interest rates used for the options with term structures outside of the quoted terms of Norges Banks Interest rates are calculated with the use of a linear interpolation between the two closest quoted rates.

Comparative information on the change of remuneration and company performance

The below table shows comparable information on the change of remuneration for each individual executive director over the five most recent financial year, compared to selected company performance measures.

RFY-4 vs	RFY-3 vs	RFY-2 vs	RFY-1 vs	RFY vs	Information regarding the
RFY-5	RFY-4	RFY-3	RFY-2	RFY-1	RFY
-	-	-	-	3 804	Appointed CEO 1 July 2021
-	4 378	(429)	(55)	-	Resigned CEO 1 July 2021
858			-	-
2 859	412	140	(195)	(83)
1 921		(172)		426
2 724		(260)	93	495
-	-	-	904	539
-	-	-	-	1 214
-	-	-	-	1 276
-	-	-	-	2 107
1 843	415	71	(38)	1 123	Resigned in September 2021.
-	1 669	235
(2	69 006	(85 658)	40 772	(75
1 049	475	(183)		304
	190	13	(154)	96
	Average remuneration on a full-time equivalent	(16) (466) (586) 977) (197)		(257) (392) (279)	963)

*The employees of the company represent the executive management team.

The change in RFY-4 vs RFY-5 is related to an increase in the headcount in the executive management team.

All remuneration is annualized if the executive was not employed the whole year.

The position is the current or last position held by the executive.

The remuneration includes options accounted for as cost in the consolidated income statement, not gain on options for the beneficiary.

Governance

Review of the remuneration report

The Board has the overall responsibility for reviewing the remuneration report. The remuneration committee, which is a subcommittee of the Board, has the responsibility for reviewing and proposing changes to the remuneration report.

The remuneration report will be presented for an advisory vote at the Annual General Meeting in 2022.

Authorisations to the Board

In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board is authorized to approve temporary deviations from the remuneration policy. Deviations shall be considered by the remuneration committee and presented to the Board for approval. Deviations may only be made in specific cases if there are special reasons outside of normal business that makes it necessary to increase reward in order to secure the company's long-term interests, financial viability and/or sustainability by recognising exceptional contributions.

In 2021, the company's remuneration guidelines were adjusted in connection with the replacement of CEO, and approved by the extraordinary general meeting in September 2021. Remuneration of executive management in 2021 has been in accordance with the guidelines described above.

BDO AS Munkedamsveien 45 Postboks 1704 Vika 0121 Oslo

To the General Meeting of Techstep ASA

Independent auditor's assurance report on report on salary and other remuneration to directors

Opinion

We have performed an assurance engagement to obtain reasonable assurance that Techstep ASA's report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31. December 2021 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

Board of directors' responsibilities

The board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.

Our independence and quality control

We are independent of the company as required by laws and regulations and the International Ethics Standards Board for Accountants' Code of International Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our firm applies International Standard on Quality Control 1 (ISQC 1) and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditor's responsibilities

Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 – "Assurance engagements other than audits or reviews of historical financial information".

Independent auditor's assurance report on report on salary and other remuneration to directors Techstep ASA - 2021 Page 1 of 2

We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design 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. Further we performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

BDO AS

Yngve Gjethammer State Authorised Public Accountant (This document is signed electronically)

The signatures in this document are legally binding. The document is signed using Penneo™ secure digital signature. The identity of the signers has been recorded, and are listed below.

"By my signature I confirm all dates and content in this document."

Yngve Gjethammer Partner

On behalf of: BDO AS Serial number: 9578-5998-4-785509 IP: 188.95.xxx.xxx 2022-03-31 13:00:19 UTC

T his document is digitally signed using Penneo.com. The digital signature data within the document is secured and validated by the computed hash value of the original document. The document is locked and timestamped with a certificate from a trusted third party. All cryptographic evidence is embedded within this PD F, for future validation if necessary.

How to verify the originality of this document

This document is protected by an Adobe CDS certificate. When you open the

document in Adobe Reader, you should see, that the document is certified by Penneo e-signature servi c e penneo@penneo.com. This guarantees that the contents of the document have not been changed.

Yo u can verify the cryptogr a p hic evidence within this d ocument using the Penneo validator, which c a n be found at https://penneo.com/valid a t e