Techstep ASA

Share Issue/Capital Change • Oct 9, 2024

TECHSTEP ASA - Underwritten contemplated Private Placement

TECHSTEP ASA - Underwritten contemplated Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,

JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH

RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. This announcement is not

a prospectus and does not constitute a public offer of any of the securities

described herein.

Techstep ASA ("Techstep" or the "Company") today announces a contemplated

private placement of NOK 30 million by issuing up to 2,777,777 new ordinary

shares in the Company (the "Offer Shares") (the "Private Placement").

Techstep has retained Arctic Securities AS as sole manager and bookrunner (the

"Manager") to advise on and effect the contemplated underwritten Private

Placement.

The price per Offer Share (the "Offer Price") is set to NOK 10.80 per share. The

final number of Offer Shares to be issued in the Private Placement will be

determined by the board of directors of the Company (the "Board") on the basis

of an accelerated book-building process to be conducted by the Manager.

The Private Placement is fully underwritten and the Company has entered into an

underwriting agreement with Datum AS, Karbon Invest AS and Valset Invest AS (the

"Underwriters") securing NOK 30 million in gross proceeds from the Private

Placement at the Offer Price.

In addition, Datum AS (holding 18.45% of the outstanding shares in the Company)

and Karbon Invest AS (holding 13.82% of the outstanding shares in the Company),

have pre-committed to minimum subscribe for their pro-rata share of the Private

Placement, and Valset Invest AS has pre-committed to subscribe for NOK 8 million

of the Private Placement.

The net proceeds from the Private Placement will be used for capex needed to

develop and accelerate the efforts towards newly signed agreements,

strengthening the Company's liquidity buffer as well as other general corporate

purposes.

In connection with the Private Placement, Techstep has revised its financial

ambitions for 2024 and 2025 in view of the time to ramp up and accelerate the

scalable business with key partners and customers.  For further information,

please see the enclosed investor presentation.

The book-building period will commence immediately, today 9 October 2024 at

16:30 hours CEST and will close on 10 October 2024 at 08:00 CEST. The Company

may, however, at any time shorten or extend the book-building period at its

discretion and on short or without notice. If the book-building period is

shortened or extended, the other dates in this message may be changed

accordingly. The Company reserves the right to cancel the Private Placement at

any time and for any reason without giving prior notice or reasoning. If the

Bookbuilding Period is shortened or extended, any other dates referred to herein

may be amended accordingly.

Allocations will be made at the sole discretion of the Board, in consultation

with the Manager. The allocation will be based on criteria such as (but not

limited to) pre-indications/pre-commitments, perceived investor quality,

existing ownership in the Company, timeliness of the application, early

indication, price leadership, relative order size, sector knowledge, investment

history and investment horizon. The Board reserves the right at its sole

discretion, to reject and/or reduce any applications, in whole or in part. The

Board and the Manager further reserve the right, at their sole discretion, to

take into account the creditworthiness of any applicant. There is no guarantee

that any potential investor will be allocated Offer Shares. Notification of

allocation is expected to be sent to the applicants by the Manager on or about

10 October 2024.

The Private Placement will be directed towards Norwegian and international

investors, including existing Company shareholders and new investors, in each

case subject to applicable exemptions from relevant prospectus, filing or other

registration requirements. The minimum application and allocation amount in the

Private Placement will be a number of Offer Shares corresponding to the NOK

equivalent of EUR 100,000, provided, however, that the Company may, in its sole

discretion, offer and allocate an amount below EUR 100,000 to the extent

applicable exemptions from the prospectus requirement pursuant to applicable

regulations, including the Regulation (EU) 2017/1129 and ancillary regulations,

are available.

The completion of the Private Placement is subject to approval by the Board.

Further to this, completion of the Private Placement is subject to: (i) the

corporate resolutions of the Company required to implement the Private

Placement, including a resolution of the Board to proceed with the Private

Placement following the expiry of the application period and to increase the

share capital of the Company by the issuance of the Offer Shares pursuant to the

authorization granted by the Company's general meeting on 29 May 2024 and (ii)

that the allocated Offer Shares having been fully paid, validly issued (by way

of registration of the share capital increase pertaining to the issuance of the

Offer Shares in the Norwegian Register of Business Enterprises) and registration

of the New Shares in VPS.

Settlement of the Offer Shares to the investors in the Private Placement is

expected to take place on or about 14 October 2024 on a delivery-versus-payment

basis. Delivery of the Offer Shares allocated in the Private Placement will, in

order to facilitate delivery-versus-payment, be made by delivery of existing and

unencumbered shares in the Company already admitted to trading on Oslo Børs to

be borrowed from Datum AS, pursuant to a share lending agreement entered into

between the Company, the Manager and Datum AS. The Offer Shares delivered to the

subscribers will thus be tradable on Oslo Børs from the applicants receipt of

the notification of allocation. The share lending will be settled with new

shares in the Company to be issued by the Board pursuant the authorization

granted by the Company's general meeting on 29 May 2024.

The Board has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act, Oslo Børs' Circular no.

2/2014, Euronext Oslo Rule Book II and the Public Limited Liability Companies

Act, and is of the opinion that the proposed Private Placement is in compliance

with these requirements. The Board is of the view that it will be in the common

interest of the Company and its shareholders to raise equity through a private

placement. By structuring the equity raise as a private placement, the Company

is expected to raise equity efficiently, with a lower discount to the current

trading price, at a lower cost and with a significantly reduced completion risk

compared to a rights issue. The Company has considered a rights issue instead of

a private placement. The Company is of the opinion that a rights issue would

have to be on a fairly significant discount, and guaranteed by a consortium of

underwriters which would also be an added cost for the Company.

In summary, the Company expects to be in a position to complete the share issue

in today's market conditions in an efficient manner, at a higher subscription

price and at significantly lower cost and with a lower completion risk than

would have been the case for a rights issue. As a consequence of the private

placement structure, the shareholders' preferential rights to subscribe for the

Offer Shares will be proposed deviated from. Notwithstanding the above, the

Board will consider carrying out a subsequent repair issue directed towards

shareholders that were not allocated shares in the Private Placement.

Arctic Securities AS is acting as sole manager and bookrunner in connection with

the Private Placement. AGP Advokater AS is acting as legal advisor to the

Company in connection with the Private Placement.

For further information, please contact:

Morten Meier, CEO, Techstep ASA: +47 970 57 717

Ellen Solum, CFO, Techstep ASA: +47 976 66 717

About Techstep

Techstep is a mobile & circular technology company, enabling organisations to

perform smartly, securely, and sustainably by combining mobile devices, software

and expertise to meet customers' business and ESG goals. We are a leading

provider of managed mobility services in Europe, serving more than 2,100

customers in Europe with an annual revenue of NOK 1.1 billion in 2023. The

company is listed on the Oslo Stock Exchange under the ticker TECH. To learn

more, please visit www.techstep.io.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading

Act. This stock exchange release was published by Cathrine Birkenes, Head of

Sustainability and Compliance, on 9 October 2024 at 16:30 CEST.

IMPORTANT NOTICE:

This announcement is not a prospectus and does not form a part of any public

offer to sell, or a solicitation of a public offer to purchase, any securities

of the Company. Copies of this announcement are not being made and may not be

distributed or sent into any jurisdiction in which such distribution would be

unlawful or would require registration or other measures. Any offering of the

securities referred to in this announcement will be made by means of a set of

subscription materials provided to potential investors. Investors should not

subscribe for any securities referred to in this announcement except on the

basis of information contained in the aforementioned subscription material.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "US Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the US Securities Act and in accordance with applicable U.S. state securities

laws. The Company does not intend to register any part of the offering in the

United States or to conduct a public offering of securities in the United

States. Any sale in the United States of the securities mentioned in this

announcement will be made solely to "qualified institutional buyers" as defined

in Rule 144A under the US Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

EU Prospectus Regulation, i.e., only to investors who can receive the offer

without an approved prospectus in such EEA Member State. The expression "EU

Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with

any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release, in

particular regarding the Company's new financial targets, are based upon various

assumptions, many of which are based, in turn, upon further assumptions.

Although the Company believe that these assumptions were reasonable when made,

these assumptions are inherently subject to significant known and unknown risks,

uncertainties, contingencies and other important factors which are difficult or

impossible to predict, and are beyond their control. Actual events may differ

significantly from any anticipated development due to a number of factors,

including without limitation, changes in public sector investment levels,

changes in the general economic, political and market conditions in the markets

in which the Company operates, the Company's ability to attract, retain and

motivate qualified personnel, changes in the Company's ability to engage in

commercially acceptable acquisitions and strategic investments, and changes in

laws and regulation and the potential impact of legal proceedings and actions.

Such risks, uncertainties, contingencies and other important factors could cause

actual events to differ materially from the expectations expressed or implied in

this release by such forward-looking statements. The Company does not make any

guarantee that the assumptions underlying the forward-looking statements in this

announcement are free from errors nor does it accept any responsibility for the

future accuracy of the opinions expressed in this announcement or any obligation

to update or revise the statements in this announcement to reflect subsequent

events. You should not place undue reliance on the forward-looking statements in

this announcement.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

Neither the Manager nor any of their affiliates makes any representation as to

the accuracy or completeness of this announcement and none of them accepts any

responsibility for the contents of this announcement or any matters referred to

herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company. Neither the Manager

nor any of its affiliates accepts any liability arising from the use of this

announcement.

In connection with the Private Placement, the Manager and any of their

affiliates, acting as investors for their own accounts, may subscribe for or

purchase shares and in that capacity may retain, purchase, sell, offer to sell

or otherwise deal for their own accounts in such shares and other securities of

the Company or related investments in connection with the Private Placement or

otherwise. Accordingly, references in any subscription materials to the shares

being issued, offered, subscribed, acquired, placed or otherwise dealt in should

be read as including any issue or offer to, or subscription, acquisition,

placing or dealing by, such Manager and any of their affiliates acting as

investors for their own accounts. The Manager do not intend to disclose the

extent of any such investment or transactions otherwise than in accordance with

any legal or regulatory obligations to do so.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.