We make the work life mobile Investor presentation February 2017 T - PowerPoint PPT Presentation

“We make the work life mobile” Investor presentation February 2017 T E C H S T E P 1

Disclaimer This presentation (the “Presentation”) has been prepared by Techstep ASA (“ Techstep ” or the “Company” and together with its subsidiaries the " Techstep Group"). The Presentation has been prepared and is delivered for information purposes only. It has not been reviewed or registered with, or approved by, any public authority, stock exchange or regulated market place. The contents of the Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice. The Company makes no representation or warranty (whether express or implied) as to the correctness or completeness of the information contained herein, and neither the Company nor any of its subsidiaries, directors, employees or advisors assume any liability connected to the Presentation and/or the statements set out herein. This Presentation is not and does not purport to be complete in any way. By receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the Company, its financial position and prospects and that you will conduct your own analysis and be solely responsible for forming your own view of any refinancing and the potential future performance of the Company’s business . The information included in this Presentation may contain certain forward-looking statements relating to the business, financial performance and results of the Techstep Group and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometime s identified by the words “believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. The forward -looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely views and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any other company in the Techstep Group, or any of its advisors or any of their parent or subsidiary undertakings or any such person’s affiliates, officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company and its advisors assume no obligation to update any forward-looking statements or to conform these forward-looking statements to the Techstep Group's actual results. Investors are advised, however, to inform themselves about any further public disclosures made by the Company, such as filings made with Oslo Børs or press releases. This Presentation does not constitute any solicitation for any offer to purchase or subscribe any securities and is not an offer or invitation to sell or issue securities for sale in any jurisdiction, including the United States. Distribution of the Presentation in or into any jurisdiction where such distribution may be unlawful, is prohibited. The Company and its advisors require persons in possession of this Presentation to inform themselves about, and to observe, any such restrictions. This Presentation speaks as of the date set out on the front page, and there may have been changes in matters which affect the Techstep Group subsequent to the date of this Presentation. Neither the issue nor delivery of this Presentation shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the Techstep Group have not since changed, and the Company does not intend, and does not assume any obligation, to update or correct any information included in this Presentation. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo City Court as exclusive venue. By receiving this Presentation, you accept to be bound by the terms above. T E C H S T E P 2

Introduction Techstep business case News of the day 1  Agreement to acquire Mytos AS – a software as Structurally attractive enterprise mobility a service (SaaS) company with growth potential market with strong growth and demand Agreement in principle to acquire Apro Tele  2 Capabilities and customer base make T echstep og Data AS – a telecom mobility hardware the preferred provider of the digital workplace specialist with a strong market position in the public sector 3 Fragmented market with ample opportunities Fully underwritten private placement of NOK  for consolidation 100 million, priced at NOK 5.70/share – to support the acquisitions and further growth 4 Ability to execute on strategy, financially strong long term investors T E C H S T E P 3

Techstep is a B2B solutions and services provider offering mobile hardware & subscriptions and solutions About Techstep Simplified (future) company structure B2B solution and services provider  TECH STEP Accounts for ~60% of  Hardware & subscriptions and solutions Nordialog distribution volume in Norway  Telenor’s largest distribution partner (60% of total Telenor 100% 1) 100% 100% volume) Mytos AS Apro Teki Solutions AS  Presence in Norway and Sweden Customer base of ~3,600 companies with ~220,000 end users 2) ~20 FTEs  ~10 FTEs  Revenues of ~MNOK 612 in 2016 2) Teki Nordialog SmartWorks  Significantly strengthens offering through acquisition of: Hardware organization 3) Solutions organization Mytos AS  ~100 FTEs ~30 FTEs  Apro Tele Data AS (agreement in principle) Hardware and subscriptions Solutions Note: 1) Currently 78.16%, remaining shares to reach 100% secured through Teki transaction. 2) Techstep as is. 3) Techstep also has an T E C H S T E P 8.25% stake in Kjedehuset (Hardware partnership) 4

Techstep has a strong market position with 3,600 customers with around 220,000 end users – both large enterprises and SMBs T E C H S T E P 5

Techstep strengthens its position through acquisitions and MNOK 100 fully underwritten equity issue Transactions Pro forma share count 140.5  Agreement to acquire Mytos AS for an aggregated purchase 17.5 1.3 price of MNOK 120. MNOK 50 to be settled in cash, 11.7 102.5 7.5 MNOK 70 to be settled in shares.  Agreement in principle to acquire Apro Tele og Data AS for an aggregate purchase price of MNOK 15.5 (plus an earnout). MNOK 7.5 to be settled in cash and seller credit, and MNOK 8 in shares. Current Settlement of Mytos share Apro share Contemplated Post transaction minorities payment payment NOK 100m equity issue  In connection with these transactions and to finance further acquisitions, the company intends to complete a private Net cash 31 December 2016 (MNOK) placement of MNOK 100 at NOK 5.70 per share, fully underwritten by Datum AS, Middelborg Invest AS, Cipriano AS and other institutional and private investors 82 60  Following the transactions as mentioned above, Techstep 65 expects to issue a prospectus by late March/April 100 The company will also acquire the remaining 21.84% of Teki  50 Solutions AS, as well as the remaining 50% share of 7 Nordialog Asker AS Current cash Current debt Mytos cash Apro cash Contemplated Pro forma payment payment NOK 100m net cash equity issue T E C H S T E P As per 31 Dec 2016, there will be a provision of MNOK 9.2 (maximum exposure) related to tax 6 claim in Netconnect AS from 2013 and 2014. The claim is partly guaranteed for by Teki Gruppen.

Established hardware and subscriptions business provide the basis for a growing Solutions business Hardware and subscriptions Solutions Revenue (MNOK) Revenue (MNOK) Solid bars: Techstep ASA 2016 preliminary figures Solid bars: Techstep ASA 2016 preliminary figures 586 Dashed bars: Preliminary 2016 figures for acquired entities Dashed bars: Preliminary revenue estimates acquired entities 538 532 Nordialog Asker 436 96 Commission Mytos & bonus 22 5 Nordialog Asker 48 Hardware 37 70 Solutions 20 2013 2014 2015 FY 2016 (preliminary) 2013 2014 2015 FY 2016 (preliminary) Offering Offering Design & integration Implementation Operations & support Hardware Subscriptions  Operation  Solution design  Project management  Device & app mgmt.  Communication  Advisory services  Support  Training  Customer center  Effectiveness tracking  Mobile phones  Mobile subscriptions Solutions  Security & mobility |applications  Video communication  Tablets  AAA*  Office 365 and hosted Lync  Related hardware  Call center solutions  Servers & networks Note: *) Authentication, authorization and accounting T E C H S T E P 7