Techstep ASA — Share Issue/Capital Change 2022

Jun 1, 2022

Techstep ASA - Completion of Crypho acquisition

Techstep ASA - Completion of Crypho acquisition

Reference is made to Techstep ASA's ("Techstep" or the "Company") announcement

on 6 May 2022 regarding its agreement to acquire 100 % of the shares in Crypho

AS (the "Acquisition"). Techstep is pleased to confirm that it has today

completed the Acquisition and assumed 100% ownership of Crypho.

The purchase price for the shares in Crypho, including repayment of certain

shareholder loans, shall in accordance with the share purchase agreement for the

Acquisition be settled by the issuance of new shares in Techstep, and the board

of directors of Techstep has thus resolved to issue an aggregate of 1,498,018

new shares (the "Initial Consideration Shares") to the sellers of Crypho as

settlement for the initial portion of the purchase price and certain shareholder

loans. The Initial Consideration Shares were issued at a subscription price of

NOK 3,2529 per share, which is equal to the 90-Day volume weighted average share

price (VWAP) of the Techstep shares prior to the date of signing (3 May 2022) of

the share purchase agreement relating to the Acquisition.

The Initial Consideration Shares are issued pursuant to the existing

authorization for the Company's board of directors to increase the Company's

share capital, as adopted at the general meeting held on 21 April 2022.

Following the resolution, Techstep's new share capital will be NOK 211,127,848

divided into 211,127,848 shares, each with a par value of NOK 1. The Company

will register the new share capital with the Norwegian Register of Business

Enterprises (Nw. Foretaksregisteret) and issue a separate announcement when the

registration of the share capital increase is completed. The share capital

increase announced yesterday of NOK 854,940 regarding the employee share

purchase program will be registered in the Norwegian Register of Business

Enterprises after the share capital increase related to the Crypho acquisition.

When both of these two share capital increases are registered, Techstep's new

share capital will be NOK 211,982,788 divided into 211,982,788 shares, each with

a par value of NOK 1.

In addition to the initial portion of the purchase price, the parties have

agreed that the sellers shall be entitled to a contingent consideration to be

settled in the form of a maximum of 860,770 new shares in Techstep, if and to

the extent the conditions for the contingent consideration are fulfilled. The

contingent consideration is divided into three tranches, relating to certain

technological debt handover items, certain product handover items and Crypho's

monthly recurring software revenue at year-end 2022, respectively. The

contingent consideration is to be settled in shares in Techstep at the same per

share subscription price applicable to the initial portion of the purchase

price.

For further information, please contact:

Anita Huun, CFO of Techstep: +47 924 11 563

About Techstep ASA

Techstep is a complete mobile technology enabler, making positive changes to the

world of work; freeing people to work more effectively, securely, and

sustainably. We help customers who want to work smarter, while also delivering

on their ESG commitments. With more than 350 employees based in Norway, Sweden,

Denmark, and Poland, we serve more than 2,000 enterprise customers in Europe.

Techstep had NOK 1.3 billion in full year 2021 revenues, and is listed on the

Oslo Stock Exchange under the ticker TECH. To learn more, please visit

www.techstep.io.

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act. This stock exchange announcement

was published by Cathrine Birkenes, Head of Sustainability and Compliance on 1

June 2022 at 18.10 CEST.