Webstep — Capital/Financing Update 2017

Oct 9, 2017

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

Webstep – Bookbuilding successfully completed - Offer shares priced at NOK 24.50 per share

Oslo, 10 October 2017: Webstep ASA ("Webstep" or the "Company", ticker WSTEP) announces the successful completion of its initial public offering (the "IPO" or the "Offering"). The first day of trading in the Company's shares on Oslo Børs will be on Wednesday 11 October 2017.

Summary of terms in the Offering:

• The shares in the Offering have been priced at NOK 24.50 per share.
• Webstep will issue 4,992,659 new shares in connection with the Offering raising gross proceeds of approximately NOK 120 million. Consequently, there will be 26,248,391 shares in issue following the issuance of the new shares. The net proceeds will be used to partly repay the Company's senior facility arrangement with SpareBank 1 SR-Bank ASA.
• The selling shareholders will sell 9,379,870 shares in the Offering, representing approximately 36% of the shares of Webstep following issuance of the new shares. Reiten & Co Capital Partners VII LP represented by Reiten & Co Capital Partners VII GP Ltd. ("Reiten") will sell 6,455,176 shares in the Offering, thus retaining an ownership in Webstep of 20% (provided that the greenshoe option granted to the Managers and further described in the prospectus for the IPO is not exercised), and other shareholders will sell 2,924,694 shares.
• The Managers (as defined below) have over-allotted 2,155,879 shares, representing approximately 15% of the number of shares sold in the Offering before over-allotments, and exercised their option to borrow an equal number of shares from Reiten for the purposes of covering the over-allotments. Assuming that the greenshoe option is exercised in full, Reiten's shareholding in the Company will be reduced to 14%, and there will be 26,967,018 shares issued by the Company (following issuance of new shares under the greenshoe).
• In the employee offering, eligible employees will pay an average price of NOK 19.44 per share, as certain shares offered to eligible employees are offered at a reduced offer price and as a discount of NOK 3,000 is offered to each eligible employee, in order to utilise available tax exemptions for employees who are tax resident in Norway.
• The offer price of NOK 24.50 per share implies a market capitalisation of Webstep of approximately NOK 643 million.
• Trading in the shares of Webstep on Oslo Børs will commence on 11 October 2017.

A total of 16,528,408 shares (including over-allotted shares) were allotted in the Offering, of which 86% of the shares were allotted to investors in the institutional offering and 14% of the shares were allotted to investors in the retail offering and in the employee offering. Following completion of the Offering, the Company will have approximately 830 shareholders. Following registration of the share capital increase pertaining to the new shares (and prior to issuance of any additional shares pursuant to the greenshoe option), the share capital of Webstep will be NOK 26,248,391 divided into 26,248,391 shares, each with a nominal value of NOK 1.00.

Notifications of allotted shares and the corresponding amount to be paid by investors are expected to be communicated to the investors on or about 10 October 2017. Investors having access to investor services through their VPS account manager will be able to check the number of shares allocated to them from approximately 09:00 hours (CET) on 10 October 2017. The Managers (as defined below) may also be contacted for information regarding allocation.

As further described in the prospectus for the IPO, Reiten and the Company have granted the Managers (as defined below) a greenshoe option, exercisable by Arctic Securities AS as stabilisation manager within 30 days from the first day of trading of the Company's shares on Oslo Børs, to cover any short position resulting from the over-allotments in the Offering following the stabilisation period. A separate disclosure will be issued by the stabilisation manager regarding the over-allotment and stabilisation activities.

It is expected that the free float in Webstep's shares following completion of the IPO will be up to 81% of the share capital, provided that the greenshoe option is exercised in full.

Arctic Securities AS, SpareBank 1 Markets AS and SpareBank 1 SR-Bank ASA (jointly the "Managers"), are acting as joint global coordinators and joint bookrunners in the Offering.

Enquiries

Kjetil Eriksen, CEO Webstep,	+47 982 98 008
Anders Løken, CFO Webstep,	+47 977 69 200

About Webstep ASA

Webstep ASA and its subsidiaries form the Webstep Group, a high-end provider of IT consultancy services in Norway and Sweden. Since its incorporation in 2000, the Webstep Group has offered IT services designed to address its customers' software needs by creating functional custom-made digital tools and applications optimizing the customers' business strategies. Webstep aims to be at the forefront of the technological development and to assist its customers in their digitalisation through the offering of cutting-edge IT expertise. The Webstep Group's core digitalisation offering consists of digitisation, cloud implementation, migration and integration, in addition to its other core focus areas Internet of Things (IoT), machine learning and analytics. An important part of the Webstep Group's strategy is to employ and offer only senior IT consultants with significant experience. As of 30 June 2017, the Webstep Group employed 393 employees, of which 350 were IT consultants. For more information visit www.webstep.com

Important Notice

This announcement is not and does not form a part of any offer for or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, from the basis of, or be relied upon in connection with, any contract therefor.

Copies of this announcement are not being made and may not be published, distributed, transmitted or sent, directly or indirectly, in or into the United States, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, Canada, Japan, South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

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 "Securities Act"), or any securities laws of any state or other jurisdiction of the United States and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 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 Securities Act.

This announcement is an advertisement and not a Prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive").

In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1) (e) of the Prospectus Directive ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a Prospectus pursuant to Article 3 of the Prospectus Directive in such EEA 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.

This announcement does not constitute a recommendation concerning the IPO. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the IPO cannot be relied upon as a guide to future performance.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.