Webstep — Capital/Financing Update 2017

Sep 7, 2017

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Webstep intends to apply for a listing on Oslo Børs

Oslo, 7 th September 2017: Webstep ASA 1 (the "Company" and together with its subsidiaries, the "Group" or "Webstep") today announces its intention to launch an Initial Public Offering (the "IPO") of its ordinary shares, and to apply for a listing on Oslo Børs.

Webstep provides high-end IT consultancy services to a broad range of companies in both the private and the public sector. Webstep's IT consultants assist when businesses decide to make changes to their IT systems, create new value-adding IT solutions, enhance old ones or improve the interaction between different IT applications. Since its establishment in 2000, the 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 offers a wide range of services and solutions with a particular focus on digitalisation, including a broad range of development services designed to bring clients and their business processes into the digital world. Webstep's core digitalisation offering consists of digitisation, cloud implementation, migration and integration. In addition, the Group is well positioned to take advantage of key fast growing markets with other core focus areas including Internet of Things ("IoT"), machine learning and analytics.

Webstep's key strength is its close to 400 enthusiastic and highly skilled employees. The Group has consistently been top-ranked in the Norwegian "Great Place to Work" award the last 10 years. As part of its business strategy, the Group only hires experienced consultants, and the 350 consultants have 11 years of experience on average. A consultant's salary is a direct result of the revenue generated, which creates a strong incentive for employees while reducing earnings volatility for the Group.

As of 30 June 2017, Webstep employed 393 people, of which 350 were IT consultants. The Group is headquartered in Oslo with presence and offices in Bergen, Trondheim, Stavanger and Kristiansand, Stockholm and Malmö.

Group highlights

• 350 high-end IT consultants that are experts at identifying how technology can add value to a customer's business
• Core offering consists of digitisation, cloud implementation, migration and integration in addition to cutting-edge expertise within IoT, machine learning and analytics

¹ The Company is currently named Azure Holding AS and is a Norwegian private limited liability company. The Company will be renamed Webstep ASA and converted into a Norwegian public limited liability company prior to the IPO.

• Variable salary model attracts the most talented IT consultants and aligns employee and shareholder interests
• Strategic positions in key Nordic IT markets, which ensure local empowerment and influence
• Operational excellence leading to strong financial performance, with industry leading margins and strong cash conversion

"Since its inception in 2000, Webstep has consistently delivered profitable growth, and under the current ownership the Group has developed a robust infrastructure and operating model, and has also demonstrated an ability to nurture excellent customer relations and attract highly regarded consultants", says Webstep CEO Kjetil Eriksen.

"By opening up for a broader ownership and inviting all consultants to become shareholders, we are preparing the Group for further growth. Through the IPO and listing on Oslo Børs, other investors will also have the opportunity to become part of this", Eriksen adds.

Since 2011, a fund managed by Reiten & Co AS ("RCP") has been the controlling owner of Webstep, and the Group has delivered remarkable results.

"We invested in Webstep back in 2011, and since then the Group has had significant growth both in terms of revenue and profitability. Webstep's ability to take on new geographical markets and service offerings by always being at the forefront of customer needs have been vital to this success. The Group is also a very attractive employer for experienced consultants, considering the financial benefits, the culture and the professional development of the consultant. We are very pleased with the cooperation we have had with the Webstep management team and the job done by the consultants. We believe that listing the Company will further enhance the superior structure of the Webstep model by enabling the share to become liquid and invite the employees onboard to take a bigger part in the value creation going forward," comments Terje Bakken, Partner at Reiten & Co.

Financial highlights

Webstep delivered the Company's strongest result in 2016, and continued the trend of growth and profitability, reaching NOK 562.5 million in revenues driven by growth in new services, hourly rates and improved utilisation. Growth in profitability was even stronger, with EBITDA reaching NOK 72.7 million, representing an increase in EBITDA margin from 12.4% in 2015 to 12.9% in 2016. In the first half of 2017, the Company has experienced strong demand in both Norway and Sweden and revenue growth was 4% compared to first half of 2016 driven by strong utilization, increased hourly rates and boosted by increased demand within IoT, machine learning and analytics.

NOKm	2014A	2015A	2016A	1H 2016	1H 2017
Revenue	533.8	549.1	562.5	293.6	305.7
Growth (%)	n.a.	2.9%	2.4%	n.a.	4.1%
EBITDA	62.9	68.2	72.7	42.6	44.4
Margin (%)	11.8%	12.4%	12.9%	14.5%	14.5%
EBITA	61.3	66.6	71.1	41.8	43.5
Margin (%)	11.5%	12.1%	12.6%	14.2%	14.2%
Operating profit	46.4	51.3	62.2	36.1	40.2
Margin (%)	8.7%	9.4%	11.0%	12.3%	13.1%
Profit for the period	27.2	36.5	40.5	24.1	27.3
Margin (%)	5.1%	6.7%	7.2%	8.2%	8.9%

Offering highlights

The IPO will comprise a public offering to institutional and retail investors in Norway, a private placement to certain institutional investors internationally and an offering to the Group's eligible employees. In connection with the IPO, the Company may raise primary proceeds to reduce leverage. Further, the current shareholders, including the Company's majority owner, Reiten & Co Capital Partners VII LP, a fund advised by RCP, may reduce their ownership through a sale of secondary shares. It is expected that RCP and the employees will remain significant shareholders after the IPO. Subject to approval of the listing application and successful completion of the offering, the Company expects to be admitted to listing and commence trading on Oslo Børs during Q4 2017, depending inter alia on prevailing market conditions.

Arctic Securities AS, SpareBank 1 Markets AS and SpareBank 1 SR-Bank ASA are acting as joint global coordinators and joint bookrunners in the IPO.

Further announcements relating to the process will be made in due course.

Enquiries

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

About Webstep ASA

Webstep is a high-end provider of IT consultancy services in Norway and Sweden. Since its establishment in 2000, the 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

NOT FOR DISTRIBUTION 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. assist its customers in their digitalisation through the offering of cutting-edge IT expertise. The 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 Group's strategy is to employ and offer only senior IT consultants with significant experience. As of 30 June 2017, the 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 to sell, or a solicitation of an offer to purchase, any securities of the Company in the United States, Norway or any other jurisdiction.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Hong Kong, 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"), 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.

Any offering of securities will be made by means of a prospectus that will contain detailed information about the Company and its management, as well as financial statements.

These materials are 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"). Investors should not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus.

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.

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

NOT FOR DISTRIBUTION 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. expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes 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 its 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 Norwegian market, 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 guarantee that the assumptions underlying the forward‐looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

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.